references to “we,” “us,” “our”, “company” or “our company” refer to Sports Properties Acquisition Corp.;

references to our “founding stockholders” refer to Medallion Financial Corp. and certain of our directors, officers and advisors who have purchased, as of the date of this prospectus, shares of common stock;

references to “Medallion” refer to Medallion Financial Corp.;

references to our “founder warrants” refer to the 5,000,000 warrants, 4,900,000 of which will be purchased by Medallion and 100,000 of which will be purchased by Tony Tavares, our President and Chief Executive Officer, in the private placement which will close immediately prior to the effective date of this prospectus at the price of $1.00 per warrant;

references to “business combination” mean our initial acquisition of one or more assets, operating businesses or franchise opportunities (the rights to conduct a new or existing business within a defined territory, such as the right to own and/or operate a new or existing professional sports team) with a fair market value of at least 80% of our net assets held in trust (net of taxes and amounts disbursed for working capital purposes and excluding the amount held in the trust account representing a portion of the underwriters’ discount) at the time of the acquisition through a merger, capital stock exchange, asset or stock acquisition, exchangeable share transaction or other similar business combination, pursuant to which we will require that a majority of the shares of common stock voted by the public stockholders are voted in favor of the acquisition and less than 30% of the public stockholders both exercise their conversion rights and vote against the proposed acquisition;

references to “public stockholders” refer to holders of common stock sold as part of the units in this offering or in the public market, including the founding stockholders to the extent that they purchase or acquire such shares of common stock;

references to our “officers” refer to executive officers and non-executive officers of Sports Properties Acquisition Corp.; and

unless expressly stated to the contrary, the information in this prospectus assumes that the representative of the underwriters will not exercise its over-allotment option.

existing or new sports franchises and teams involved in the major sports leagues in the United States (NFL, NBA, MLB and NHL, as well as NASCAR) and other leagues organized around professional and amateur sports;

existing or new sports leagues;

ownership and operation of sports-related facilities and venues;

stadium and venue construction and management companies;

professional services, including event and facility management, concession and ticket sale management, talent representation, sponsorship, endorsements, consulting and marketing, travel and tour management;

entertainment-related licensed programming, other programming, publications, Internet services, data and information;

sports-related advertising and marketing services;

sporting goods, apparel and related products, including licensed goods (licensed by leagues or teams) or manufactured goods;

internet-related sports content, including fantasy sports leagues;

interactive sports, entertainment and gaming companies;

recreation or tourism-related companies; and

investment in the expansion of the major and other sports leagues into international markets including China and Japan.

an underperforming business that we believe could increase its performance with changes in operations or strategy, incremental investment or management expertise;

an undercapitalized business;

a business serving sports, leisure or entertainment properties or a sports, leisure or entertainment property that may be better served by our management’s extensive industry contacts; or

a business that currently is capitalizing or has the potential to capitalize on growth internationally in sports activities and consumption.

Tony Tavares, President and Chief Executive Officer, is the former CEO and President of SMG, a premier management company engaged in the private management of stadiums, arenas, theaters and convention facilities in the U.S., Europe and Pacific Rim. He has served as president of several Major League Baseball franchises, most recently the Montreal Expos and Washington Nationals. Mr. Tavares, who was personally selected by Major League Baseball, successfully relocated the Expos to Washington, DC, implemented management changes, personnel restructuring, and facilities improvements. He subsequently sold the franchise for $450 million, creating incremental value of over $325 million. Mr. Tavares previously served as the President and CEO of Disney Sports Enterprises, successfully launching and operating the Mighty Ducks of Anaheim, an NHL expansion franchise, and leading negotiations for the acquisition of the California Angels.

Jack Kemp, Chairman, was the Republican Vice Presidential candidate in 1996. He played 13 years as a quarterback in the American Football League and National Football League, followed by election to the United States House of Representatives for 18 years before serving as Secretary of Housing and Urban Development (“HUD”) from 1989 to 1993. Mr. Kemp currently serves on the boards of Six Flags, Inc., Oracle Corp. and Hawk Corp.

Andrew Murstein, Vice Chairman and Secretary, has served as the President and a director of Medallion Financial Corp., a publicly traded investment company, since its founding and IPO in 1996. He is also one of its largest stockholders. Under Mr. Murstein’s guidance, Medallion has acquired several companies and invested over $3 billion in various companies and industries.

Richard Mack, Director, is a senior partner at Apollo Real Estate Advisors, one of the largest private equity and real estate funds in the U.S. with over $8 billion invested globally.

Henry Aaron, Director, has an unmatched reputation as one of the world’s most respected sports ambassadors. A member of Major League Baseball’s Hall of Fame, he held the title of Major League Baseball’s all-time leader in home runs for 33 years and currently is the all-time leader in total bases and RBIs. He is currently an executive with the Atlanta Braves and a recipient of the Presidential Medal of Honor, which was bestowed on him by President George W. Bush.

Mario Cuomo, Director, is a former three-term Governor of the State of New York. He has extensive relationships within and working knowledge of government and public / private partnerships, and as Governor oversaw annual state budgets in excess of $10 billion.

Randel Vataha, Advisor, is a former Stanford football player and NFL wide receiver. He is also a former USFL team owner, and, together with Robert Caporale, has owned and operated Game Plan LLC, or Game Plan, the first and oldest sports only investment bank in the U.S. since 1995. Game Plan provides consulting, financial advisory and investment banking services with respect to acquisition, sale and financing transactions in the sports industry. He has personally been involved in more than 100 sports-related transactions including transactions involving teams such as the Boston Celtics, L.A. Dodgers, and Montreal Canadiens, arenas such as the Ford Center, representation and marketing firms such as Bob Woolf Associates and Kelly Management in their sale to Octagon and as an advisor to numerous minor league transactions such as Mandalay Baseball Holdings in connection with the sale of an equity interest to Seaport Capital Partners II, L.P.

Robert Caporale, Advisor, is a former sports and entertainment law attorney who has represented a number of professional sports leagues and franchises. He is also a former USFL team owner, and, together with Mr. Vataha, has owned and operated Game Plan since 1995.

Securities offered

20,000,000 units, at $10.00 per unit, each unit consisting of:

one share of common stock; and

one warrant.

Trading commencement and separation of common stock and warrants

The units will begin trading on or promptly after the date of this prospectus. The common stock and warrants comprising the units will begin separate trading five business days (or as soon as practicable thereafter) following the earlier to occur of (1) the expiration of the underwriters’ over-allotment option and (2) its exercise in full, subject in either case to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin.

In no event will the common stock and warrants begin to trade separately until we have filed a Current Report on Form 8-K with the Securities and Exchange Commission (“SEC”), containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering. We will file this Form 8-K promptly after the consummation of this offering, which is anticipated to take place three business days from the date of this prospectus. If the over-allotment option is exercised following the initial filing of such Form 8-K, a second or amended Form 8-K will be filed to provide information to reflect the exercise of the over-allotment option.

Following the date the common stock and warrants are eligible to trade separately, the units will continue to be listed for trading, and any securityholder may elect to break apart a unit and trade the common stock or warrants separately or as a unit. Even if the component parts of the units are broken apart and traded separately, the units will continue to be listed as a separate security, and consequently, any subsequent securityholder owning common stock and warrants may elect to combine them together and trade them as a unit. Securityholders will have the ability to trade our securities as units until such time as the warrants expire or are redeemed. Although we will not distribute copies of the Current Report on Form 8-K to individual unit holders, the Current Report on Form 8-K will be available on the SEC’s website after the filing. See the section appearing elsewhere in this prospectus entitled “Where You Can Find Additional Information.”

Number outstanding before this offering and private placement

5,000,000 shares¹

Number to be outstanding after this offering and private placement

25,000,000 shares²

Number outstanding before this offering and private placement

0 warrants

Number to be outstanding after this offering and private placement

25,000,000 warrants

Exercisability

Each warrant is exercisable for one share of common stock.

Exercise price

$7.50

The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or our recapitalization, reorganization, merger or consolidation. The exercise price may be paid in readily available funds or through a net cashless exercise.

Exercise period

The warrants will be exercisable only if we provide for an effective registration statement covering the shares of common stock underlying the warrants. The warrants will become exercisable on the later of:

the completion of a business combination, and

                    , 2009 [one year from the date of this prospectus].

The warrants will expire at 5:00 p.m., New York City time, on                     , 2012 [four years from the date of this prospectus] or earlier upon redemption.

Redemption

We may redeem the outstanding warrants (other than the founder warrants), but including any warrants held by the underwriter:

in whole and not in part,

at a price of $0.01 per warrant at any time after the warrants become exercisable,

upon a minimum of 30 days’ prior written notice of redemption, and

if, and only if, the last sales price of our common stock equals or exceeds $14.25 per share for any 20 trading days within a 30 trading day period ending three business days before we send the notice of redemption.

¹

Does not include 750,000 shares issued to the founding stockholders which are subject to forfeiture, at no cost, to the extent the underwriters’ over-allotment is not exercised.

²

Assumes no exercise of the underwriters’ over-allotment option and, therefore, the forfeiture, at no cost, of 750,000 shares previously sold to our founding stockholders.

In addition, we may not redeem the warrants (including those warrants to be sold to Medallion and Tony Tavares, our President and Chief Executive Officer, in a private placement prior to this offering) unless the warrants comprising the units sold in this offering and the shares of common stock underlying those warrants are covered by an effective registration statement from the beginning of the measurement period through the date fixed for the redemption.

If the foregoing conditions are satisfied and we call the warrants for redemption, each warrant holder shall then be entitled to exercise its warrants prior to the date scheduled for redemption. If we call the warrants for redemption as described above, our management will have the option to require all holders that subsequently wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.

The redemption provisions for our warrants have been established at a price which is intended to provide warrant holders a premium to the initial exercise price. There can be no assurance, however, that the price of the common stock will exceed either the redemption price of $14.25 or the warrant exercise price of $7.50 after we call the warrants for redemption.

Private Placement

Medallion and Tony Tavares, our President and Chief Executive Officer, have agreed to purchase 4,900,000 and 100,000 founder warrants, respectively, prior to the effective date of this prospectus at the price of $1.00 per warrant for a total purchase price of $5,000,000, all of which are to be financed from the funds of such founding stockholders and not borrowed funds. The founder warrants will be purchased separately and not in combination with common stock in the form of units. The purchase price of the founder warrants will be added to the proceeds from this offering to be held in the trust account pending our completion of one or more business combinations. If we do not complete one or more business combinations that meet the criteria described in this prospectus, then the $5,000,000 purchase price of the founder warrants will become part of the amount payable to our public stockholders upon the liquidation of our trust account and the founder warrants will become worthless. See “Proposed Business—Effecting a business combination—Liquidation if no business combination” below.

The founder warrants have terms and provisions that are identical to the warrants being sold in this offering, except that (i) such founder warrants will be placed in escrow and not released before one year from the consummation of a business combination, provided that, if, after the consummation of a business combination, the surviving entity of such business combination subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders of such entity having the right to exchange their shares of common stock for cash, securities or other property, then such warrants may be released in order to enable holders of such founder warrants to participate in such exchange, (ii) such founder warrants are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after they are registered pursuant to a registration rights agreement to be signed on or before the date of this prospectus, (iii) the founder warrants will be non-redeemable so long as such founding stockholders hold them, and (iv) the founder warrants are exercisable in the absence of an effective registration statement covering the shares of common stock underlying the warrants. The transfer restriction does not apply to transfers made pursuant to registration or an exemption that are occasioned by operation of law or for estate planning purposes, while remaining in escrow.

If any of the founding stockholders acquires units or warrants for his or its own account in this offering, or in the open market, any such warrants or the warrants included in those units will be redeemable. If our other outstanding warrants are redeemed and the price of our common stock rises following such redemption, the holder(s) of the founder warrants could potentially realize a larger gain on exercise or sale of those warrants than is available to other warrant holders, although there is no assurance the price of our common stock would increase following a warrant redemption. We have elected to make the founder warrants non-redeemable in order to provide the purchaser a potentially longer exercise period for those warrants because it will bear a higher risk than that of public warrantholders due to the fact the founder warrants are subject to transfer restrictions and to a longer holding period than that of the public warrantholders, and also to loss of investment upon liquidation, as described in the preceding paragraph. If our stock price declines in periods subsequent to a warrant redemption and the purchaser which initially acquired these warrants from us continues to hold the founder warrants, the value of those warrants still held by our founding stockholders may also decline.

Units

“HMR.U”

Common stock

“HMR”

Warrants

“HMR.WS”

Offering proceeds to be held in trust

Of the proceeds of this offering, $197,375,000 ($9.87 per unit), which includes the underwriters’ deferred discount of $7,000,000 ($0.35 per unit), plus the proceeds from our private placement of founder warrants of $5,000,000 ($0.25 per unit), will be placed in a trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee pursuant to an agreement to be signed on the effective date of the registration statement. We believe that the deferment of a portion of the underwriters’ deferred discount along with the placement of such deferred discount and the purchase price of the founder warrants in a trust account is a benefit to our public stockholders because additional proceeds will be available for distributions to investors if we liquidate our trust account prior to our completing an initial business combination. The proceeds held in a trust will not be released until the earlier of the completion of our business combination (with a target acquisition (or acquisitions)) whose fair market value is at least equal to 80% of our net assets held in trust (net of taxes and amounts disbursed for working capital purposes and excluding the amount held in the trust account representing a portion of the underwriters’ discount) at the time of such acquisition (or acquisitions) or liquidation of the company. Unless and until a business combination is consummated, the proceeds held in the trust account will not be available for our use for any expenses related to this offering or expenses which we may incur related to the investigation and selection of a target business combination and the negotiation of an agreement to acquire a business combination; provided, however, except that to the extent the trust account earns interest or we are deemed to have earned income therewith, we will be permitted to seek disbursements from the trust account to pay any federal, state or local tax obligations related thereto, or any franchise tax obligations, and to seek disbursements of net interest income up to an aggregate of $2,250,000, for working capital purposes. Expenses incurred by us while seeking a business combination may be paid prior to a business combination only from the net proceeds of this offering not held in the trust account (initially, approximately $175,000 after the payment of the expenses relating to this offering) and up to $2,250,000 of net interest income earned on the trust account. This $175,000 and up to $2,250,000 of net interest income earned on the trust account will be reserved for working capital purposes, including funding no-shop provisions, due diligence, and other likely costs in a potential business combination. The underwriters have agreed to defer $7,000,000 of their underwriting discount, equal to 3.5% of the gross proceeds of the 20,000,000 units being offered to the public, until the consummation of a business combination.

Upon the consummation of a business combination, such deferred discount, reduced pro-rata by the exercise of stockholder conversion rights, shall be released to the underwriters out of the gross proceeds of this offering held in the trust account. The underwriters will not be entitled to any interest accrued on the deferred discount. If we liquidate the trust account, the underwriters have agreed to waive any right they may have to the $7,000,000 of deferred underwriting discount held in the trust account, all of which shall be distributed to our public stockholders.

A portion of the funds not held in the trust account will be used to repay a loan made to us by Medallion to cover offering related expenses. It is possible that we could use a portion of the funds not in the trust account to make a deposit or down payment to fund a “no-shop” provision with respect to a particular proposed business combination. In the event we were ultimately required to forfeit such funds (whether as a result of our breach of the agreement relating to such payment or otherwise), we may not have a sufficient amount of working capital available outside of the trust account to pay expenses related to finding a suitable business combination without securing additional financing. If we were unable to secure additional financing, we would most likely fail to consummate a business combination in the allotted time and would liquidate the company and liquidate our trust account. Prior to the completion of a business combination, there will be no fees, reimbursements, cash payments, grants of stock, options or other form of equity compensation or any other compensation, made to our founding stockholders and/or other directors and officers other than:

Repayment of a $200,000 interest-free loan made by Medallion to cover offering expenses; and

Reimbursement for any expenses incident to the offering and finding a suitable business combination.

Our board of directors will review and approve all reimbursements of expenses incurred by our officers, directors, advisors or other founding stockholders. Additionally, there is no limit on the amount of out-of-pocket expenses that could be incurred and there will be no review of the reasonableness of the expenses by anyone other than our board of directors, which would include persons who may seek reimbursement, or a court of competent jurisdiction if such reimbursement is challenged.

None of the warrants may be exercised until after the consummation of our business combination and, thus, after the funds in the trust account have been disbursed. Accordingly, the warrant exercise price, if paid in cash, will be paid directly to us and not placed in the trust account.

Stockholders must approve business combination

We will seek stockholder approval before we effect our business combination, even if the nature of the acquisition would not ordinarily require stockholder approval under applicable state law. Public stockholders may vote against a business combination and exercise their conversion rights described below. In connection with the vote required for our business combination, our founding stockholders have agreed to vote the shares of common stock owned by each of them immediately before this offering or acquired in this offering in accordance with the majority of the shares of common stock voted by the public stockholders. In connection with securities purchased after this offering, our founding stockholders have agreed to vote such shares of common stock in favor of a business combination.