TKO (TKO) POS AMProspectus update (post-effective amendment)

As filed with the Securities and Exchange Commission on December 13, 2024.

Registration No. 333-274541

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 3 TO

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

TKO Group Holdings, Inc.

(Exact name of registrant as specified in its charter)

200 Fifth Avenue, 7^th Floor

New York, NY 10010

(646) 558-8333

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Andrew Schleimer

Chief Financial Officer

200 Fifth Avenue, 7^th Floor

New York, NY 10010

(646) 558-8333

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to public: Not applicable.

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, a 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.

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 to Section 7(a)(2)(B) of the Securities Act. ☐

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment No. 3 relates to the registration statement on Form S-1 (File No. 333-274541) (the “Registration Statement”), filed by TKO Group Holdings, Inc. (the “Company”) with the U.S. Securities and Exchange Commission (the “SEC”) on September 15, 2023, as amended by Post-Effective Amendment No. 1 to the Registration Statement, filed with the SEC on February 28, 2024, and as further amended by Post-Effective Amendment No. 2 to the Registration Statement, filed with the SEC on April 12, 2024, to register the resale of 8,258,887 shares of Class A common stock of the Company by the registered stockholders identified in the prospectus included in the Registration Statement. As disclosed in the Registration Statement, the Company was contractually obligated to file and maintain the Registration Statement. The Company has determined that it is no longer obligated to maintain the Registration Statement, and to terminate the effectiveness of the Registration Statement and to remove from registration the securities thereon.

The Company expects that this Post-Effective Amendment No. 3 to the Registration Statement will be declared effective by the SEC following the close of trading of the Company’s Class A common stock on the New York Stock Exchange on December 13, 2024.

In accordance with an undertaking made by the Company in the Registration Statement to remove by means of a post-effective amendment any of the securities registered which remain unsold at the termination of the offering, this Post-Effective Amendment No. 3 to the Registration Statement is being filed to be effective as of 4:10 pm on December 13, 2024 to terminate the effectiveness of the Registration Statement and to remove from registration all securities registered but not sold under the Registration Statement.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment No. 3 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on December 13, 2024.

Pursuant to the requirements of the Securities Act of 1933, as amended, this this Post-Effective Amendment No. 3 to the Registration Statement has been signed on December 13, 2024, by the following persons in the capacities indicated.