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
January 20, 2023
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 January 20, 2023, Genius Sports Limited (the “Company”) issued a press release announcing the successful completion of its previously announced offer to exercise and solicitation of consents relating to the Company’s outstanding warrants (the “Consent Solicitation”). The offer to exercise and Consent Solicitation expired at 11:59 p.m., Eastern Time, on January 19, 2023 (the “Expiration Date”). The Company has been advised that holders of 6,834,991 warrants, or approximately 89.13% of the outstanding warrants, elected to exercise such warrants prior to the Expiration Date (including holders of 2,149,000 warrants that elected to exercise such warrants on a cash basis). Holders of warrants that were validly exercised prior to the Expiration Date will receive 0.260 ordinary shares in exchange for each warrant exercised on a cashless basis and one ordinary share in exchange for each warrant exercised on a cash basis. The Company expects to accept all exercised warrants on the date hereof.
Additionally, pursuant to the Consent Solicitation, the Company received the consent of approximately 89.13% of the outstanding warrants, which exceeds the 50% of the outstanding warrants required to effect the Warrant Amendment. Accordingly, on January 20, 2023, the Company and Continental Stock Transfer & Trust Company (the “Warrant Agent”), entered into Amendment No. 2 (the “Warrant Amendment”) to the Warrant Agreement, dated as of August 13, 2020 (as amended, the “Warrant Agreement”), between dMY Technology Group, Inc. II 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.
The Warrant Amendment amends the Warrant Agreement to provide that any warrants not exercised by a holder thereof on or prior to the Expiration Date shall be exercised automatically on the holder’s behalf on the first trading day following the Expiration Date on a cashless basis at the exercise price that is 76.6% of the volume-weighted average price of the Company’s ordinary shares for the one-trading day period on the New York Stock Exchange on the second trading day prior to the Expiration Date, which was determined to be $3.2933. This will result in such holders receiving 0.234 ordinary shares per warrant. The Company will process such automatic exercises on the date hereof. Following such automatic exercise on the date hereof, none of the Company’s warrants will remain outstanding and the warrants will cease trading on the NYSE. The Company’s ordinary shares will continue to be listed and trade on the NYSE under the symbol “GENI.”
The foregoing description of the Warrant Amendment is qualified in its entirety by reference to the Warrant Amendment, which is filed as Exhibit 4.1 to this Current Report on Form 6-K and is incorporated by reference herein. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 6-K and is incorporated by reference herein. The Warrant Amendment and press release shall be deemed to be “filed,” not “furnished,” for purposes of the Securities Exchange Act of 1934, as amended.
Following completion of the Consent Solicitation, there will be approximately 210,180,893 ordinary shares outstanding (an increase of approximately 1.72% from prior to the closing of the offer to exercise and Consent Solicitation).^1^
Forward-LookingStatements
This filing 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 filing may include, for example, statements about the settlement and issuance of the Company’s ordinary shares in the offer to exercise and Consent Solicitation. Although the Company believes that the forward-looking statements contained in this filing 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 exercise the remaining warrants pursuant to the Warrant Amendment; our ability to complete the exercise of the remaining untendered warrants, 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; and other factors included under the heading “Risk Factors” in the prospectus contained in the Registration Statement.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this filing. 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.
| ^1^ | Number of ordinary shares outstanding excludes approximately 4,105,949 ordinary shares held as treasury shares<br>by a subsidiary of the Company. |
|---|
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Exhibits
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SIGNATURE
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.
| Date: January 20, 2023 | GENIUS SPORTS LIMITED | |
|---|---|---|
| By:<br> <br>Name:<br><br><br>Title: | /s/ Nicholas Taylor<br><br><br>Nicholas Taylor<br> <br>Chief Financial Officer |
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EX-4.1
Exhibit 4.1
Execution Version
AMENDMENT NO. 2 TO WARRANT AGREEMENT
This Amendment (this “Amendment”) is made as of January 20, 2023, 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 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 with the vote or written consent of the Registered Holders of 50% of the number of the then outstanding Public Warrants;
WHEREAS, the Company desires to amend the Existing Warrant Agreement to provide for mandatory exercise of the Public Warrants, on the terms and subject to the conditions set forth herein; and
WHEREAS, in the consent solicitation undertaken by the Company pursuant to the Registration Statement on Form F-4 filed with the U.S. Securities and Exchange Commission, the Registered Holders of more than 50% of the then outstanding Public Warrants consented to and approved this Amendment.
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.
- Amendments to Existing Warrant Agreement. The Existing Warrant Agreement is hereby amended by inserting a new Section 6.A as below:
“6.A Mandatory Exercise.
6A.1 Exercise. Notwithstanding any other provision in this Agreement to the contrary, on the Trading Day immediately following the date of this Amendment, all (and not less than all) of the outstanding Warrants that have not been exercised by the holders thereof prior to the date of this Amendment shall be exercised automatically, on a cashless basis pursuant to Section 3.3.1(f) hereof, at the office of the Warrant Agent, at an Exercise Price that is 76.6% of the volume-weighted average price of the ordinary shares for the one-trading day period on the New York Stock Exchange on the date which is the second trading day prior to the date of this Amendment (if and only if such Exercise Price would be less than $11.50 per share), resulting in holders of such warrants receiving 0.234 ordinary shares (or any Alternative Issuance pursuant to Section 4.5) for each Warrant held by the holder thereof (subject to equitable adjustment by the Company in the event of any stock splits, stock dividends, recapitalizations or similar transaction with respect to the ordinary shares). If the Warrant Amendment is approved and 76.6% of the volume-weighted average price of the ordinary shares for the one-Trading period on the NYSE on the second Trading Day prior to the Expiration Date is $11.50 or greater, such automatic exercise pursuant to the Warrant Amendment will occur on the holder’s behalf on a cashless basis at an exercise price of $11.50.”
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.
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.
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.
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.
- 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 | |
|---|---|
| By: | /s/ Nick Taylor |
| Name: | Nicholas Taylor |
| Title: | Chief Financial Officer |
| CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent | |
| By: | /s/ Michael Mullings |
| Name: | Michael Mullings |
| Title: | CCO |
[Signature Page to Amendment No. 2 to Warrant Agreement]
EX-99.1
Exhibit 99.1
Genius Sports Limited Announces Successful Completion of Exercise and Consent Solicitation Relating to its Warrants
LONDON & NEW YORK, January 20, 2023 –– Genius Sports Limited (NYSE: GENI) (“Genius” or the “Company”) announced today the successful completion of its previously announced offer to exercise and solicitation of consents relating to the Company’s outstanding warrants. With the completion of the offer to exercise and consent solicitation, the Company will eliminate all of its public warrants, providing investors and prospective investors with greater certainty as to the Company’s capital structure and offering the Company greater financial flexibility moving forward. The offer to exercise and consent solicitation expired at 11:59 p.m., Eastern Time, on January 19, 2023 (the “expiration date”).
The Company has been advised that holders of 6,834,991 warrants, or approximately 89.13% of the outstanding warrants, elected to exercise such warrants prior to the expiration date (including holders of 2,149,000 warrants that elected to exercise such warrants on a cash basis). Holders of warrants that were validly exercised prior to the expiration date will receive 0.260 ordinary shares in exchange for each warrant exercised on a cashless basis and one ordinary share in exchange for each warrant exercised on a cash basis. The Company expects to accept all exercised warrants on January 20, 2023.
In addition, pursuant to the consent solicitation, the Company received the consent of approximately 89.13% of the outstanding warrants to amend the warrant agreement that governs the warrants (the “Warrant Amendment”), which exceeds the 50% of the outstanding warrants required to effect the Warrant Amendment. The Company executed the Warrant Amendment and, therefore, any warrants not exercised by a holder thereof on or prior to the expiration date shall be exercised automatically on a cashless basis on the holder’s behalf, in accordance with the terms of the Warrant Amendment, at an exercise price of $3.2933, resulting in such holders receiving 0.234 ordinary shares per warrant. Following such automatic exercise on the date hereof, none of the Company’s public warrants will remain outstanding and the warrants will cease trading on the NYSE. The ordinary shares will continue to be listed and trade on the NYSE under the symbol “GENI.” Following completion of the consent solicitation, there will be approximately 210,180,893 ordinary shares outstanding (an increase of approximately 1.72% from prior to the closing of the offer to exercise and consent solicitation).^1^
The Company engaged BofA Securities as solicitation agent.
Important Additional Information has been Filed with the U.S. Securities and Exchange Commission
In connection with the consent solicitation, the Company filed a registration statement on Form F-4 (the “Registration Statement”) relating to the securities to be issued in the offer to exercise and consent solicitation was filed with the U.S. Securities and Exchange Commission (the “SEC”) and was declared effective on January 18, 2023.
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 was made only through the Schedule TO and prospectus and the complete terms and conditions of the consent solicitation were set forth in the Schedule TO and prospectus. Copies of the Schedule TO and prospectus will be available free of charge at the website of the SEC at www.sec.gov.
About Genius Sports
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.
| 1 | Number of ordinary shares outstanding excludes approximately 4,105,949 ordinary shares held as treasury shares<br>by a subsidiary of the Company. |
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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 settlement and issuance of the Company’s ordinary shares in the offer to exercise and consent solicitation. 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 exercise the remaining warrants pursuant to the Warrant Amendment; our ability to complete the exercise of the remaining untendered warrants, 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; and other factors included under the heading “Risk Factors” in the prospectus contained in the Registration Statement.
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.
Contacts
Media
Chris Dougan, Chief Communications Officer
+1 (202) 766-4430
Investors
Brandon Bukstel, Investor Relations Manager
+1 (954)-554-7932
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