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
December 20, 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 December 20, 2022, Genius Sports Limited (the “Company”) issued a press release announcing that it has amended and restated the terms of its previously announced solicitation of consents (as amended, the “Consent Solicitation”), which commenced November 18, 2022, from each holder of the Company’s 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 (“dMY”), 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”), so that any warrants not exercised by a holder thereof on or prior to 11:59 p.m., Eastern Time, on January 19, 2023, or such later time and date to which we may extend (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 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 (the “NYSE”) on the second trading day prior to the Expiration Date, which is expected to be January 17, 2023 (if and only if such Exercise Price would be less than $11.50 per share), resulting in such holders receiving 0.234 ordinary shares of the Company, par value $0.01 per share (the “ordinary shares”) per warrant, which is 10% less than the number of ordinary shares per warrant to be received by holders that exercise cashlessly at the Reduced Exercise Price (as defined below) on or prior to the Expiration Date (the “Warrant Amendment”).
In addition, on December 20, 2022, the Company issued to warrant holders an amended notice (the “Warrant Holder Notice”) indicating that the Company has lowered the Exercise Price of the warrants (the “Reduced Exercise Price”) during the period in which the Consent Solicitation is open, giving effect to any withdrawal or extension (the “Consent Period) from $11.50 to an exercise price that is 74% of the volume-weighted average price of the ordinary shares for the one-trading day period on the NYSE on the second trading day prior to the Expiration Date (if and only if such Reduced Exercise Price would be less than $11.50 per share), which one-trading day period is expected to be January 17, 2023. The Warrant Holder Notice further provided that the Company has entered into an amendment to the Warrant Agreement (the “Cashless Exercise Amendment”) with the Warrant Agent pursuant to the Warrant Agreement that provides all warrant holders the option, but not the obligation, to exercise their warrants on a cashless basis during the Consent Period. Holders of warrants that exercise their warrants on a cashless basis at the Reduced Exercise Price during the Consent Period will receive 0.260 ordinary shares for each warrant exercised by such holder.
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. The consummation of any exercise of warrants by a holder thereof at the Reduced Exercise Price or on a cashless basis during the Consent Period is therefore expected to occur on the first trading day following the Expiration Date in order to determine if the condition of obtaining the requisite consents to give effect to the Warrant Amendment has been satisfied. If the Warrant Amendment is approved, on the first trading day following the Expiration Date, the warrants will cease to exist (having all been exercised, either by the holder on or prior to the Expiration Date or otherwise automatically on the first trading day following the Expiration Date) and the warrants will cease trading on the NYSE.
Prior to the Expiration Date, holders may also continue to exercise their warrants 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, at an Exercise Price of $11.50.
In connection with the Consent Solicitation, on December 20, 2022, the Company has filed with the U.S. Securities and Exchange Commission (the “SEC”) the Amendment No. 1 to the registration statement on Form F-4 (“Amendment No. 1”), originally filed with the SEC on November 18, 2022. Any consents delivered prior to the filing of the Amendment No. 1 will not be accepted and, to consent to the Warrant Agreement and exercise their warrants pursuant to the terms of the Warrant Holder Notice, holders must provide their consent to the Warrant Amendment and exercise their warrants pursuant to the terms of the Warrant Holder Notice following such filing on December 20, 2022 and on or prior to the Expiration Date. 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 the Expiration Date 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
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.
| GENIUS SPORTS LIMITED | ||
|---|---|---|
| Date: December 20, 2022 | By: | /s/ Nicholas Taylor |
| Name: | Nicholas Taylor | |
| Title: | Chief Financial Officer |
EX-4.1
Exhibit 4.1
AMENDED AND RESTATED
AMENDMENT NO. 1 TO WARRANT AGREEMENT
This Amended and Restated Amendment (this “Amendment”) is made as of December 20, 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 WarrantAgreement”), 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;
WHEREAS, on November 18, 2022, the Company and Warrant Agent entered into an amendment to the Existing Warrant Agreement (“Prior Amendment No. 1”) to provide Registered Holders with the option to exercise their warrants on a cashless basis, with the effectiveness of Prior Amendment No. 1 conditioned on the Company receiving requisite warrant holder approval to amend the Exercise Period of the warrants; and
WHEREAS, the Company desires to amend and restate Prior Amendment No. 1 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 in lieu of the terms and conditions set forth in Prior Amendment No. 1.
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.
- 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 volume-weighted average price of the Ordinary Shares for the one-trading day period on the New York Stock Exchange on the second trading day prior to the Expiration Date (as such term is defined in the Company’s amended Registration Statement on Form F-4 (File No. 333-268457) filed on December 20, 2022). 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 Existing Warrant Agreement so that any warrants not exercised by a holder thereof on or prior to the expiration date of the Consent Solicitation shall be exercised automatically on behalf of the holder on a cashless basis at an Exercise Price that is 76.6% of the volume-weighted average price for the one-Trading Day period on the NYSE on the second Trading Day prior to the Expiration Date, or 0.234 Ordinary Shares per warrant, 10% less
than the number of Ordinary Shares per Warrant to be received by holders that exercise cashlessly at the Reduced Exercise Price (as defined below) on or prior to the Expiration Date, on the first Trading Day following the Expiration Date (as such term is defined in the Company’s amended Registration Statement on Form F-4 filed on December 20, 2022) (as it may be amended prior to the date hereof, the “Warrant Expiration Amendment”). The “Reduced Exercise Price” means an exercise price that is 74% 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 Expiration Date (as such term is defined in the Company’s amended Registration Statement on Form F-4 (File No. 333-268457) filed on December 20, 2022) (if and only if such Reduced Exercise Price would be less than $11.50 per share). 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.
- 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]
2
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 |
| Name: Nicholas Taylor |
| Title: Chief Financial Officer |
| CONTINENTAL STOCK TRANSFER &<br> <br>TRUST<br>COMPANY, as Warrant Agent |
| /s/ Michael Mullings |
| Name: Michael Mullings |
| Title: CCO |
3
EX-4.2
Exhibit 4.2
GENIUS SPORTS LIMITED
9th Floor, 10 Bloomsbury Way
London, WC1A 2SL
December 20, 2022
To the Holders of the Warrants (NYSE: GENI WS):
Reference is made to our letter sent to holders of our Warrants on November 18, 2022, whereby we informed holders that Genius Sports Limited (the “Company”) was (i) reducing the warrant exercise price, (ii) providing holders the option to exercise their Warrants on a cashless basis and (iii) conducting a consent solicitation to shorten the expiration date of the Warrants. This letter is to inform you that the Company is amending the terms of the November 18, 2022 letter and 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”), during the Consent Period, from $11.50 to an exercise price that is 74% of the volume-weighted average price of the ordinary shares for the one-trading day period on the New York Stock Exchange (“NYSE”) on the second trading day prior to the Expiration Date (as defined below) (if and only if such Reduced Exercise Price would be less than $11.50 per share) (the “Reduced Exercise Price”), which one-trading day period is expected to be January 17, 2023, conditioned on the satisfaction or waiver of the Condition (as defined below). The Company is reducing 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 the Warrant Agreement, which will provide all holders the option, but not the obligation, to exercise their warrants on a cashless basis during the Consent Period if the Condition is satisfied or waived (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 Amendment No. 1 to the Registration Statement on Form F-4 (File No. 333-268457) to solicit consents (the “Consent Solicitation”) from the holders of the outstanding Warrants to amend the Warrant Agreement so that any warrants not exercised by a holder thereof on or prior to the Expiration Date shall be exercised automatically on behalf of the holder on a cashless basis 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 NYSE on the second Trading Day prior to the Expiration Date, or 0.234 Ordinary Shares per warrant, which is 10% less than the number of Ordinary Shares per Warrant to be received by holders that exercise cashlessly at the Reduced Exercise Price on or prior to the Expiration Date, on the first Trading Day following the Expiration Date (if and only if such Reduced Exercise Price would be less than $11.50 per share) (the “Warrant 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 January 19, 2023, or such later time and date to which we may extend. The period during which the Consent Solicitation is open, giving effect to any withdrawal or extension, is referred to the “Consent Period” and 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.
Prior to the satisfaction or waiver of the Condition, any exercise of the Warrants shall be on the terms set forth in the Warrant Agreementas in effect on the date hereof, without giving effect to the Reduced Exercise Price or the Cashless Exercise Amendment. The consummation of any exercise of Warrants by a holder thereof at the Reduced Exercise Price or on a cashless basis during the Consent Period is therefore expected to occur on the first trading day following the Expiration Date in order to determine if the condition of obtaining the requisite consents to give effect to the Warrant Amendment has been satisfied. Any consents delivered prior to the filing of the Amendment No. 1 to the Registration Statement on Form F-4 on December 20, 2022 will not be accepted and, to consent to the Warrant Agreement and exercise their warrants pursuant to the terms of this Notice, holders must provide their to the Warrant Amendment and exercise their warrants pursuant to the terms of this Notice following such filing on December 20, 2022 and prior to the Expiration Date.
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.
Thank you for your time.
| Sincerely, |
|---|
| /s/ Nicholas Taylor |
| 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 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 Expiration Date (as such term is defined in the Company’s amended Registration Statement on Form F-4 (File No. 333-268457) filed on December 20, 2022) (if and only if such price would be less than $11.50 per share) ~~$11.50 pershare~~ , 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.
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 volume-weighted average price of the Ordinary Shares for the one-trading day period on the New York Stock Exchange on the second trading day prior to the Expiration Date (as such term is defined in the Company’s amended Registration Statement on Form F-4 (File No. 333-268457) filed on December 20, 2022). 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)).
4
EX-99.1
Exhibit 99.1
Genius Sports Limited Announces Filing of Amended Registration Statement on Form F-4 Regarding Certain Amendmentsto its Previously Announced Warrant Consent Solicitation
LONDON & NEW YORK, December 20, 2022 — Genius Sports Limited (NYSE: GENI) (“Genius” or the “Company”) today announced that it has filed an amended Registration Statement on Form F-4 regarding the amended terms of its previously announced solicitation of consents (the “Consent Solicitation”) to amend certain terms and mechanics related to exercises of warrants in connection with the Consent Solicitation (the “Warrant Amendment”). As previously announced on December 16, 2022, the Company extended the Expiration Date from 11:59 p.m. Eastern Time on December 16, 2022 until 11:59 p.m. Eastern Time on January 19, 2023.
Consistent with the previous announcement, holders of the Company’s warrants will continue to have the ability to exercise on a cashless basis for 0.26 shares per warrant until the Expiration Date. Subject to approval of the Warrant Amendment by holders of the Company’s warrants, any warrants not exercised on or prior to the Expiration Date will be automatically exercised on a cashless basis for an effective delivery of 0.234 ordinary shares per warrant, which is 10% less than the number of shares per warrant to be received by the holders who elect to exercise on a cashless basis on or prior to the Expiration Date. 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 December 16, 2022, a total of 7,668,280 warrants were outstanding.
If approved by holders of at least the 50% of the outstanding warrants, the Warrant Amendment would ensure that there would be no warrants outstanding after January 20, 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 the Company’s capital structure.
Amended Mechanics Relating toExercises in Connection with the Consent Solicitation
If the Consent Solicitation is approved, the exercise price of the warrants will be 74% of the 1-day VWAP of the Company’s ordinary shares on the second trading day prior to the Expiration Date, which is expected to be January 17, 2023 (such day, the “Reference Period”, and such price the “Reduced Exercise Price”). Holders who exercise warrants on or before the Expiration Date can do so on either a cashless basis in order to receive 0.26 ordinary shares per warrant, or by paying cash for the Reduced Exercise Price to receive one ordinary share per warrant.
By delivering consents in the Consent Solicitation, holders will be exercising their warrants at the Reduced Exercise Price, and by exercising their warrants, holders will be consenting to the Warrant Amendment in the Consent Solicitation.
If the WarrantAmendment is Approved
Approval of the Warrant Amendment requires the consent of at least 50% of the holders of the Company’s warrants. If the Warrant Amendment is approved, any warrant that is not exercised on or prior to the Expiration Date will be exercised automatically on a cashless basis on the first trading day following the Expiration Date, at an exercise price that is 76.6% of 1-day VWAP of the Company’s ordinary shares for the Reference Period, resulting in such holders receiving 0.234 ordinary shares per warrant, which is 10% less than the number of ordinary shares per warrant to be received by holders that exercise on a cashless basis at the Reduced Exercise Price on or prior to the Expiration Date.
If the Warrant Amendment is Not Approved
If the Warrant Amendment is not approved and such condition is not waived, the warrants will retain their current terms and any exercises of warrants by holders at the Reduced Exercise Price will not be consummated and holders will be returned their warrants. The warrants currently have an exercise price of $11.50 per ordinary share and expire on April 20, 2026, subject to certain terms and conditions.
The Company has engaged BofA Securities, Inc. as solicitation agent. 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].
Important Additional 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 an amended registration statement on Form F-4/A and an amendment to its tender offer statement on Schedule TO. The registration statement has not yet become effective. Securities may not be sold, nor may offers to buy be accepted, prior to the time that the registration statement becomes effective.
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. 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. Requests for documents may also be directed to D.F. King & Co., Inc. at the phone number and email address set forth above.
Holders of the warrants are urged to read the Schedule TO and prospectus carefully before making any decision with respect to the ConsentSolicitation 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 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.
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; 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
Investors
Brandon Bukstel, Investor Relations Manager
+1 (954)-554-7932