6-K
Genius Sports Ltd (GENI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OFFOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
November 18, 2022
Commission File Number: 001-40352
Genius Sports Limited
(Translation of registrant’s name into English)
Genius SportsGroup
9th Floor, 10 Bloomsbury Way
London, WC1A 2SL
(Addressof principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
On November 18, 2022, Genius Sports Limited (the “Company”) issued a press release announcing the commencement of the solicitation of consents (the “Consent Solicitation”) from holders of its outstanding warrants to amend the Warrant Agreement, dated as of August 13, 2020, between Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agent”), and dMY Technology Group, Inc. II, which was assumed by the Company pursuant to that certain Warrant Assumption Agreement dated as of April 20, 2021, by and among the Company, dMY and the Warrant Agent (the “Warrant Agreement”). In particular, the Company is soliciting consents to amend the Exercise Period (as defined in the Warrant Agreement) so the warrants will expire on January 18, 2023 (20 business days from and including December 19, 2022, the first business day following the expiration date of the Consent Solicitation) instead of on April 20, 2026 (the “Warrant Amendment”).
In addition, on November 18, 2022, the Company issued to warrant holders a notice (the “Warrant Holder Notice”) indicating that the Company has lowered the exercise price of the warrants (the “Reduced Exercise Price”) from $11.50 to a price that is 74% of the closing price of the ordinary shares on the New York Stock Exchange on the trading day prior to the date of delivery of an exercise notice (if such Reduced Exercise Price would be less than $11.50 per share). The Warrant Holder Notice further indicated that the Company has entered into an amendment to the Warrant Agreement (the “Cashless Exercise Amendment”) with the Warrant Agent pursuant to Section 9.8 of the Warrant Agreement that provides all warrant holders the option, but not the obligation, to exercise their warrants on a cashless basis during the Exercise Period. Each of the Reduced Exercise Price and the Cashless Exercise Amendment is conditioned on obtaining the requisite consents to give effect to the Warrant Amendment, which condition may be waived by the Company in its sole discretion. If the Warrant Amendment is approved, the warrants will cease trading on the NYSE on January 18, 2023 (20 business days from and including December 19, 2022, the first business day following the expiration date of the Consent Solicitation) and all previously unexercised warrants shall expire worthless on such date.
Prior to obtaining the requisite consents to approve the Warrant Amendment and the effectiveness of the Warrant Amendment, any exercise of the warrants shall be on the terms set forth in the Warrant Agreement as in effect on the date hereof, without giving effect to the Reduced Exercise Price or the Cashless Exercise Amendment.
In connection with the Consent Solicitation, the Company has filed with the U.S. Securities and Exchange Commission a registration statement on Form F-4. The Consent Solicitation is made solely upon the terms and conditions of the prospectus (which forms a part of the registration statement), the Schedule TO and other related materials that are being distributed to holders of the warrants, and is conditioned upon the effectiveness of the registration statement on Form F-4. The Consent Solicitation will be open until 11:59 p.m., Eastern Time, on December 16, 2022, or such later time and date to which the Company may extend, and all dates and time periods provided above may be modified and extended, respectively.
The information contained in this Form 6-K (excluding Exhibit 99.1) is incorporated by reference into the Company’s registration statements on Form F-3 (File No: 333-265466) and on Form S-8 (File Nos: 333-264254 and 333-266904).
Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GENIUS SPORTS LIMITED | ||
|---|---|---|
| Date: November 18, 2022 | By: | /s/ Nicholas Taylor |
| Name: | Nicholas Taylor | |
| Title: | Chief Financial Officer |
EX-4.1
Exhibit 4.1
AMENDMENT NO. 1 TO WARRANT AGREEMENT
This Amendment (this “Amendment”) is made as of November 18, 2022, by and between Genius Sports Limited, incorporated under the laws of Guernsey as a non-cellular company limited by shares (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), and constitutes an amendment to that certain Warrant Agreement, dated as of August 13, 2020 (as amended, the “Existing Warrant Agreement”), between dMY Technology Group, Inc. II (“dMY”) and the Warrant Agent, which was assumed by the Company pursuant to that certain Warrant Assumption Agreement dated as of April 20, 2021, by and among dMY, the Company, and the Warrant Agent. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings given to such terms in the Existing Warrant Agreement.
WHEREAS, Section 9.8(iii) of the Existing Warrant Agreement provides that the Company and the Warrant Agent may amend, subject to certain conditions provided therein, the Existing Warrant Agreement without the consent of Registered Holders as the parties may deem necessary or desirable and in a manner that the parties deem shall not adversely affect the rights of the Registered Holders; and
WHEREAS, the Company desires to amend the Existing Warrant Agreement to provide Registered Holders with the option to exercise their warrants on a cashless basis, on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree to amend the Existing Warrant Agreement as set forth herein.
1. Amendment of Existing Warrant Agreement. The Existing Warrant Agreement is hereby amended by adding a new Section 3.3.1(f) (the “Amendment”):
(f) on a cashless basis, by directing the Company to issue such number of Ordinary Shares over which Warrants are being exercised by the Registered Holder as is equal (but rounded up to the nearest whole number of Ordinary Shares) to the quotient obtained by dividing (x) the aggregate Warrant Price by (y) the “Fair Market Value” (as defined in this subsection 3.3.1(f)) to a subsidiary of the Company, which will pay the aggregate Warrant Price in cash to the Company on the Registered Holder’s behalf. Solely for purposes of this subsection 3.3.1(f)), the “Fair Market Value” shall mean the closing price of the Ordinary Shares on the NYSE on the trading day prior to the date on which notice of exercise of the Warrant is delivered to the Warrant Agent. Should a Registered Holder elect to exercise their Warrants pursuant to this subsection 3.3.1(f), the Company will issue to the Registered Holder the balance (if any) of the number of Ordinary Shares over which such Warrants are being exercised by the Registered Holder (after the payment of aggregate Warrant Price by, and the issue of Ordinary Shares to, the subsidiary of the Company pursuant to this subsection 3.3.1(f)).
- Effectiveness. The Company intends to file with the U.S. Securities and Exchange Commission a registration statement on Form F-4 to solicit consents (the “Consent Solicitation”) from the Registered Holders to amend the Exercise Period in the Warrant Agreement so that the Warrants will expire at 5:00 p.m., New York City time on January 18, 2023 (twenty business days following the expiration date of the Consent Solicitation) (the “Warrant Expiration Amendment”). Unless waived by the Company, this Amendment shall not come into effect until, and is conditioned on, the approval of the Warrant Expiration Amendment by the vote or written consent of holders of at least 50% of the outstanding Warrants.
3. Miscellaneous Provisions.
a) Severability. This Amendment shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Amendment or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Amendment a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.
b) Applicable Law. The validity, interpretation, and performance of this Amendment and of the Warrants shall be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Amendment shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.
c) Counterparts. This Amendment may be executed in any number of counterparts (which may include counterparts delivered by any standard form of telecommunication) and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. The words “execution,” “signed,” “signature,” and words of like import in this Amendment or in any other certificate, agreement or document related to this Amendment, if any, shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf,” “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.
d) Effect of Headings. The section headings herein are for convenience only and are not part of this Amendment and shall not affect the interpretation thereof.
e) Entire Agreement. The Existing Warrant Agreement, as modified by this Amendment, constitutes the entire understanding of the parties and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and terminated.
[Signature Pages Follow]
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IN WITNESS WHEREOF, each of the parties has caused this Amendment to be duly executed as of the date first above written.
| GENIUS SPORTS LIMITED |
|---|
| /s/ Nicholas Taylor<br><br><br>Name: Nicholas Taylor |
| Title: Chief Financial Officer |
| CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent |
| /s/ Michael Mullings<br><br><br>Name: Michael Mullings |
| Title: CCO |
EX-4.2
Exhibit 4.2
GENIUS SPORTS LIMITED
9th Floor, 10 Bloomsbury Way
London, WC1A 2SL
November 18, 2022
To the Holders of the Warrants (NYSE: GENI WS):
This letter is to inform you that Genius Sports Limited (the “Company”) is hereby, in accordance with the terms of the warrant agreement, dated as of August 13, 2020 (as amended, supplemented or otherwise modified to date, the “Warrant Agreement”), lowering the warrant exercise price of its outstanding warrants (CUSIP number G3934V 117) (the “Warrants”), from $11.50 to a price (if and only if such lowered price is less than $11.50) equal to 74% of the closing price of an ordinary share on the New York Stock Exchange on the trading day prior to the date of delivery of the exercise notice related to such Warrant (the “Reduced Exercise Price”), conditioned on the satisfaction or waiver of the Condition (as defined below). The Company is lowering the exercise price pursuant to Section 3.1 of the Warrant Agreement. The changes made to the Warrant Agreement to reflect the Reduced Exercise Price are set forth in Annex A hereto.
The Company has also entered into an amendment to the Warrant Agreement with the warrant agent, pursuant to Section 9.8 of the Warrant Agreement, which will provide all holders the option, but not the obligation, to exercise their warrants on a cashless basis if the Condition is satisfied (the “Cashless Exercise Amendment”). The amendment to the Warrant Agreement to reflect the Cashless Exercise Amendment is set forth in Annex B hereto.
On the date hereof, the Company has also filed with the U.S. Securities and Exchange Commission a registration statement on Form F-4 to solicit consents (the “Consent Solicitation”) from the holders of the outstanding Warrants to amend the exercise period in the Warrant Agreement so that the Warrants will expire on January 18, 2023 (twenty business days following the first business day following the Expiration Date (defined below) of the Consent Solicitation) (the “Warrant Expiration Amendment” and obtaining such requisite consent from the holders of the outstanding warrants is referred to as the “Condition”)).
The Consent Solicitation will be open until 11:59 p.m., Eastern Time, on December 16, 2022, or such later time and date to which we may extend. The date and time at which the Consent Period ends is referred to as the “Expiration Date”).
The ability to exercise your Warrants at the Reduced Exercise Price and pursuant to the Cashless Exercise Amendment is conditioned on the satisfaction or waiver of the Condition. If the Warrant Expiration Amendment is approved, you would be able to exercise your Warrants at the Reduced Exercise Price on a cash or cashless basis beginning on the business day following the Expiration Date and for twenty business days thereafter until January 18, 2023.
Prior to the satisfaction of the Condition, any exercise ofthe Warrants shall be on the terms set forth in the Warrant Agreement as in effect on the date hereof, without giving effect to the Reduced Exercise Price or the Cashless Exercise Amendment.
The purpose of the Reduced Exercise Price, Cashless Exercise Amendment and Warrant Expiration Amendment is to attempt to simplify the Company’s capital structure and reduce the potential dilutive impact of the Warrants, thereby providing the Company with more flexibility for financing its operations in the future. If the Warrant Expiration Amendment is approved and you do not exercise your Warrants prior to January 18, 2023, the Warrants will expire worthless.
Thank you for your time.
| Sincerely, |
|---|
| /s/ Nicholas Taylor<br><br><br>Nicholas Taylor |
| Chief Financial Officer |
| Genius Sports Limited |
Annex A
The modifications to Section 3.1 of the Warrant Agreement to reflect the Reduced Exercise Price are indicated below by deleting the stricken text (indicated in the same manner as the following example: ~~stricken text~~) and adding the inserted text (indicated in the same manner as the following example: inserted text) as set forth below.
3.1. Warrant Price. Each whole Warrant shall entitle the Registered Holder thereof, subject to the provisions of such Warrant and of this Agreement, to purchase from the Company the number of Common Stock stated therein, at the price equal to 74% of the closing price of the Ordinary Shares on the New York Stock Exchange on the trading day prior to the date a Registered Holder delivers an exercise notice to the Company with respect to the amount of Warrants such Registered Holder wishes to exercise (if and only if such price would be less than $11.50 per share) ~~$11.50 per share~~ , subject to the adjustments provided in Section 4 hereof and in the last sentence of this Section 3.1. The term “Warrant Price” as used in this Agreement shall mean the price per share (including in cash or by payment of Warrants pursuant to a “cashless exercise,” to the extent permitted hereunder) described in the prior sentence at which shares of Common Stock may be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not less than fifteen Business Days (unless otherwise required by the Commission, any national securities exchange on which the Warrants are listed or applicable law); provided that the Company shall provide at least five days’ prior written notice of such reduction to Registered Holders of the Warrants; and provided further, that any such reduction shall be identical among all of the Warrants.
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Annex B
The modifications to the Warrant Agreement to reflect the Cashless Exercise Amendment are indicated below. A new Section 3.3.1(f) was added in its entirety.
(f) on a cashless basis, by directing the Company to issue such number of Ordinary Shares over which Warrants are being exercised by the Registered Holder as is equal (but rounded up to the nearest whole number of Ordinary Shares) to the quotient obtained by dividing (x) the aggregate Warrant Price by (y) the “Fair MarketValue” (as defined in this subsection 3.3.1(f)) to a subsidiary of the Company, which will pay the aggregate Warrant Price in cash to the Company on the Registered Holder’s behalf. Solely for purposes of this subsection 3.3.1(f)), the “Fair Market Value” shall mean the closing price of the Ordinary Shares on the NYSE on the trading day prior to the date on which notice of exercise of the Warrant is delivered to the Warrant Agent. Should a Registered Holder elect to exercise their Warrants pursuant to this subsection 3.3.1(f), the Company will issue to the Registered Holder the balance (if any) of the number of Ordinary Shares over which such Warrants are being exercised by the Registered Holder (after the payment of aggregate Warrant Price by, and the issue of Ordinary Shares to, the subsidiary of the Company pursuant to this subsection 3.3.1(f)).
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EX-99.1
Exhibit 99.1
Genius Sports Limited Announces Commencement of Consent Solicitation Relating to Warrants
LONDON & NEW YORK, November 18, 2022 — Genius Sports Limited (NYSE: GENI) (“Genius” or the “Company”) today announced that it has commenced a solicitation of consents (the “Consent Solicitation”) from holders of the Company’s outstanding warrants as of November 16, 2022 to amend the Exercise Period in its Warrant Agreement so the warrants will expire on January 18, 2023, instead of on April 20, 2026 (such amendment, the “Warrant Amendment”).
If holders of more than 50% of the outstanding Public Warrants provide their consent, the Company would provide warrant holders with the opportunity to exercise on a cashless basis and receive 0.260 common shares for each exercised warrant. The Warrant Amendment, if successfully adopted, would also revise the Exercise Period such that it would expire on January 18, 2023, effectively ensuring that, if the consent is successful, there would be no warrants outstanding on or after January 19, 2023. The purpose of the Consent Solicitation is to simplify the Company’s capital structure and reduce the potential dilutive impact of the warrants thereby providing the Company with greater financial flexibility and providing investors and prospective investors with greater certainty as to Genius’ capital structure.
In addition, on November 18, 2022, the Company issued to warrant holders a notice indicating that the Company has lowered the exercise price of the warrants from $11.50 to a price that is 74% of the closing price of the ordinary shares on the New York Stock Exchange on the trading day prior to the date of delivery of an exercise notice (if such reduced exercise price would be less than $11.50 per share). The notice to the warrant holders further indicated that the Company has entered into an amendment to the Warrant Agreement (the “Cashless Exercise Amendment”) with the Warrant Agent pursuant to Section 9.8 of the Warrant Agreement that provides all warrant holders the option, but not the obligation, to exercise their warrants on a cashless basis during the Exercise Period. Each of the reduced exercise price and the Cashless Exercise Amendment is conditioned on obtaining the requisite consents to give effect to the Warrant Amendment, which condition may be waived by the Company in its sole discretion. If the Warrant Amendment is approved, the warrants will cease trading on the New York Stock Exchange on January 18, 2023 (20 business days from and including December 19, 2022, the first business day following the expiration date of the Consent Solicitation) and all previously unexercised warrants shall expire worthless on such date.
Prior to obtaining the requisite consents to approve the Warrant Amendment and the effectiveness of the Warrant Amendment, any exercise of the warrants shall be on the terms set forth in the Warrant Agreement as in effect on the date hereof, without giving effect to the reduced exercise price or the Cashless Exercise Amendment.
The Consent Solicitation will expire on the Expiration Date, which is 11:59 p.m., Eastern Time, on December 16, 2022, or such later time and date to which the Company may extend.
The Company’s ordinary shares and warrants are listed on the New York Stock Exchange under the symbols “GENI” and “GENI WS,” respectively. As of November 17, 2022, a total of 7,668,381 warrants were outstanding.
The Company has engaged BofA Securities, Inc. as the solicitation agent for the Consent Solicitation. The solicitation agent is participating only in the Consent Solicitation, and will have no involvement, in any manner, with the exercising of warrants after the expiration date of the Consent Solicitation. D.F. King & Co., Inc. has been appointed as the information and tabulation agent for the Consent Solicitation and Continental Stock Transfer & Trust Company is the Company’s transfer agent. Requests for documents should be directed to D.F. King & Co., Inc. at (800) 370-1749 (for warrant holders) or (212) 269-5550 (for banks and brokers) or via the following email address: [email protected].
ImportantAdditional Information Has Been Filed with the U.S. Securities and Exchange Commission
In connection with the Consent Solicitation, the Company has filed with the U.S. Securities and Exchange Commission a registration statement on Form
F-4. The Consent Solicitation is made solely upon the terms and conditions of the prospectus (which forms a part of the registration statement). Copies of the Schedule TO and prospectus will be available free of charge at the website of the U.S. Securities and Exchange Commission at www.sec.gov.
This announcement is for informational purposes only and shall not constitute an offer to purchase or a solicitation of an offer to sell the warrants or an offer to sell or a solicitation of an offer to buy any ordinary shares in any state in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of any such state. The Consent Solicitation is being made only through the Schedule TO and prospectus and the complete terms and conditions of the Consent Solicitation are set forth in the Schedule TO and prospectus.
Holders of the warrants are urged to read the Schedule TO and prospectus carefully before making any decision with respect to the Consent Solicitation because they contain important information, including the various terms of, and conditions to, the Consent Solicitation.
None of the Company, any of its management or its board of directors, or the solicitation agent, the transfer agent or the information and tabulation agent makes any recommendation as to whether or not holders of warrants should consent to the Warrant Amendment in the Consent Solicitation.
About Genius
Genius Sports is the official data, technology and broadcast partner that powers the global ecosystem connecting sports, betting and media. Our technology is used in over 150 countries worldwide, creating highly immersive products that enrich fan experiences for the entire sports industry.
We are the trusted partner to over 400 sports organizations, including many of the world’s largest leagues and federations such as the NFL, EPL, FIBA, NCAA, NASCAR, AFA and Liga MX.
Genius Sports is uniquely positioned through cutting-edge technology, scale and global reach to support our partners. Our innovative use of big data, computer vision, machine learning, and augmented reality, connects the entire sports ecosystem from the rights holder all the way through to the fan.
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Forward-Looking Statements
This press release contains forward-looking statements as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve significant risks and uncertainties. All statements other than statements of historical facts are forward-looking statements. These forward-looking statements include information about our possible or assumed future results of operations or our performance. Words such as “expects,” “intends,” “plans,” “believes,” “anticipates,” “estimates,” and variations of such words and similar expressions are intended to identify such forward looking statements. Forward-looking statements in this press release may include, for example, statements about the consummation of the Consent Solicitation, the entry into the Warrant Amendment and the effects of the Consent Solicitation on our capital structure. Although the Company believes that the forward-looking statements contained in this press release are based on reasonable assumptions, you should be aware that many factors could affect our actual financial results or results of operations and could cause actual results to differ materially from those in such forward-looking statements, including but not limited to: our ability to successfully complete the Consent Solicitation; the effect of COVID-19 on our business; risks related to our reliance on relationships with sports organizations and the potential loss of such relationships or failure to renew or expand existing relationships; fraud, corruption or negligence related to sports events, or by our employees or contracted statisticians; risks related to changes in domestic and foreign laws and regulations or their interpretation; compliance with applicable data protection and privacy laws; pending litigation and investigations; the failure to protect or enforce our proprietary and intellectual property rights; claims for intellectual property infringement; our reliance on information technology; risks related to our ability to achieve the anticipated benefits from the business combination with dMY Technology Group, Inc. II; and other factors included under the heading “Risk Factors” in our filings with the SEC.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company undertakes no obligation to publicly update or revise any forward-looking statements contained herein, to reflect any change in our expectations with respect to such statements or any change in events, conditions or circumstances upon which any statement is based.
Contact
Media
Chris Dougan, Chief Communications Officer
+1 (202) 766-4430 [email protected]
Investors
Brandon Bukstel, Investor Relations Manager
+1 (954)-554-7932 [email protected]
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