Genius Sports Limited Announces Filing of Amended Registration Statement on Form F-4 Regarding Certain Amendments to its Previously Announced Warrant Consent Solicitation
Genius Sports Limited (NYSE: GENI) has filed an amended Registration Statement on Form F-4 regarding its Consent Solicitation to amend the terms related to warrant exercises. The expiration date for the solicitation has been extended to January 19, 2023. If approved, holders can exercise warrants on a cashless basis for 0.26 shares or at a reduced price, ensuring no warrants remain outstanding post-January 20, 2023. With 7,668,280 warrants currently outstanding, the amendment aims to simplify capital structure and enhance financial flexibility for the Company and its investors.
- Warrant Amendment aims to simplify capital structure and reduce dilutive impact.
- If approved, it ensures no warrants will remain outstanding after January 20, 2023.
- Warrants require approval from at least 50% of holders, posing a risk of non-approval.
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
If approved by holders of at least the
Amended Mechanics Relating to Exercises in Connection with the Consent Solicitation
If the Consent Solicitation is approved, the exercise price of the warrants will be
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 Warrant Amendment is Approved
Approval of the Warrant Amendment requires the consent of at least
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
The Company has engaged
Important Additional Information has been Filed with the
In connection with the Consent Solicitation, the Company has filed with the
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
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
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,
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
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.
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Media
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FAQ
What is the main purpose of the Consent Solicitation by Genius Sports Limited (GENI)?
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What happens if the Warrant Amendment is not approved for GENI?
How many warrants are currently outstanding for Genius Sports (GENI)?