Genius Sports Limited announces the commencement of consent solicitation in relation to Warrants

LONDON & NEW YORK–(BUSINESS WIRE)–Genius Sports Limited (NYSE: GENI) (“Genius” or the “Company”) announced today that it will be soliciting consent (the “Consent Solicitation”) from holders of the Company’s outstanding warrants on 16th December 2022 , to amend the exercise period in its Warrant Agreement so that the Warrants expire on January 18, 2023 instead of April 20, 2026 (this amendment, the “Warrant Amendment”).

If holders of more than 50% of the outstanding Public Warrants consent, the Company would offer warrant holders the option to exercise cash-free and receive 0.260 common shares for each warrant exercised. The Warrant Amendment, if successful, would also revise the Exercise Period to expire on January 18, 2023, effectively ensuring that if consent is successful, there will be no outstanding Warrants on or after January 19, 2023. The Purpose of Obtaining Consent is to simplify the Company’s capital structure and reduce the potential dilutive effect of the Warrants, thereby providing the Company with greater financial flexibility and providing investors and potential investors with greater certainty as to Genius’ capital structure.

In addition, on November 18, 2022, the Company issued a notice to warrant holders stating that the Company reduced the exercise price of the warrants from $11.50 to a price equivalent to 74% of the closing price of the common stock on the New York Exchange on the trading day prior to the date of service of an exercise notice (if such reduced exercise price would be less than $11.50 per share). The Notice to Warrant Holders further noted that the Company 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, which grants all Warrant Holders the option, but not the obligation, to exercise their Warrants during to exercise cashless during the exercise period. Both the reduced exercise price and the cashless exercise modification are subject to obtaining the necessary consents to make the warrant modification effective, which the Company may waive 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 commencing and including December 19, 2022, the first Business Day after the Expiration Date of the Consent Solicitation) and previously unexercised Warrants will expire thereon day worthless.

Prior to obtaining any necessary consents to approve the Warrant Amendment and the Warrant Amendment to be effective, any exercise of the Warrants will be on the terms set forth in the Warrant Agreement as at the date of this Agreement, without exercise of the reduced price or the Modification of Cashless Exercise.

Consent solicitation expires on the expiration date, which is 11:59 p.m. Eastern Time on December 16, 2022 or such later time and date as the Company may extend.

The Company’s common stock 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 retained BofA Securities, Inc. as its solicitation agent for obtaining the consent. The Solicitation Agent only participates in the Consent Solicitation and has no involvement whatsoever in the exercise of Warrants after the Consent Solicitation Expiration Date. DF 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 DF King & Co., Inc. at (800) 370-1749 (for warrant holders) or (212) 269-5550 (for banks and brokers) or at the following email address : [email protected]

Important additional information has been filed with the US Securities and Exchange Commission

In connection with the consent solicitation, the Company has filed a Registration Statement on Form F-4 with the US Securities and Exchange Commission.

Consent will be obtained solely in accordance with the terms of the Prospectus (which forms part of the Registration Statement). Copies of the Schedule TO and prospectus are available free of charge from the US Securities and Exchange Commission’s website at www.sec.gov.

This announcement is for informational purposes only and does not constitute an offer to purchase, or the solicitation of an offer to sell, the Warrants, or an offer to sell, or the solicitation of an offer to purchase, any common stock in any jurisdiction where such an offer is constitutes a solicitation or would be unlawful to sell prior to registration or qualification under the laws of such state. Consent will be obtained solely through the Schedule TO and the Prospectus and the full terms of the consent solicitation are set out in the Schedule TO and the Prospectus.

Holders of the Warrants are urged to read the Schedule TO and the Prospectus carefully before making any decision regarding the granting of consent, as they contain important information, including the various terms of obtaining consent.

None of the Company, its management or board of directors, the Solicitation Agent, the Transfer Agent or the Information and Tabulation Agent makes any recommendation as to whether or not warrant holders should consent to the Warrant Amendment in the Consent Form.

About Genius Sports

Genius Sports is the official data, technology and broadcast partner powering the global ecosystem that connects sports, betting and media. Used in over 150 countries worldwide, our technology creates highly immersive products that enrich the fan experience for the entire sports industry.

We are the trusted partner of over 400 esports organizations including many of the world’s largest leagues and governing bodies such as the NFL, EPL, FIBA, NCAA, NASCAR, AFA and Liga MX.

Genius Sports is uniquely positioned to support our partners through cutting-edge technology, scale and global reach. Our innovative use of big data, computer vision, machine learning and augmented reality connects the entire sports ecosystem from rights holders to fans.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of 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 fact are forward-looking statements. These forward-looking statements include information about our possible or anticipated future results of operations or performance. Words such as “expect,” “intend,” “plan,” “believe,” “anticipate,” “estimate,” 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 regarding the completion of the Consent Solicitation, entry into the Warrant Amendment and the impact 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 or operating results and could cause actual results to differ materially forward-looking statements, including but not limited to: our ability to successfully complete the consent solicitation; the impact of COVID-19 on our business; risks related to our dependence on relationships with sports organizations and the potential loss of such relationships or failure to renew or expand existing relationships; fraud, corruption or negligence in connection with sporting events or by our employees or appointed statisticians; risks related to changes in domestic and foreign laws and regulations or their interpretation; Compliance with applicable privacy and data protection laws; pending litigation and investigations; failure to protect or enforce our proprietary and intellectual property rights; intellectual property infringement claims; our dependence on information technology; risks related to our ability to realize anticipated benefits from the business combination with dMY Technology Group, Inc. II; and other factors included in our filings with the SEC under the heading “Risk Factors.”

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 on which any statement is based.

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