EXPLANATORY NOTE
On April 20, 2021 (the “Closing Date”), dMY Technology Group, Inc. II, a Delaware corporation (“dMY” or the “Company”), consummated its previously announced business combination (the “Business Combination”) pursuant to the terms of the business combination agreement (the “Business Combination Agreement”), dated as of October 27, 2020, with Maven Topco Limited, a company incorporated under the laws of Guernsey (“TopCo”), Maven Midco Limited, a private limited company incorporated under the laws of England and Wales (“MidCo”), Genius Sports Limited, a company incorporated under the laws of Guernsey (“Genius”), Genius Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Genius (“Merger Sub” and, together with TopCo, MidCo and Genius, the “Target Companies”), and dMY Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”).
| Item 1.01 | Entry into a Material Definitive Agreement. |
Investor Rights Agreement
On the Closing Date, dMY entered into an investor rights agreement (as amended, supplemented or restated from time to time, the “Investor Rights Agreement”) with the Sponsor, Darla Anderson, Francesca Luthi, Charles E. Wert (together with the Sponsor, Ms. Anderson and Ms. Luthi, the “Founders”), Maven TopHoldings SARL (“Maven”), certain shareholders who are officers and employees of the Target Companies (“Management”), certain other existing shareholders of TopCo (the “Co-Investors” and, together with Maven and Management, the “Sellers”) and Genius, pursuant to which, among other things, (i) dMY and the Founders agreed to terminate the Registration Rights Agreement, dated as of August 13, 2020, entered into in connection with dMY’s initial public offering; (ii) Genius provided certain registration rights for its Genius ordinary shares, par value $0.0001 per share (“Genius ordinary shares”) and warrants held by the parties to the Investor Rights Agreement; (iii) the parties agreed that the board of directors of Genius will be comprised of two directors designated by the Sponsor, six directors designated by the Sellers and the Chief Executive Officer of Genius; and (iv) Management, the Founders, Maven and the Co-Investors will agree not to transfer, sell, assign or otherwise dispose of the Genius ordinary shares held by such person as of the Closing Date for 12 months following the Closing (with respect to Management and the Founders) and 6 months following the Closing (with respect to Maven and the Co-Investors), in each case, subject to certain exceptions and as more fully described in the Investor Rights Agreement.
The foregoing description of the Investor Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Investor Rights Agreement, which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
| Item 5.01 | Changes in Control of Registrant |
The disclosure set forth in the “Explanatory Note” above is incorporated by reference into this Item 5.01.
Pursuant to the Business Combination Agreement, immediately prior to the closing of the Business Combination, dMY’s issued and outstanding shares of Class B common stock, par value $0.0001 per share (the “Class B Shares”), automatically converted on a one-for-one basis into shares of dMY’s Class A common stock, par value $0.0001 per share (the “Class A Shares,” and, together with the Class B Shares, the “common stock”); and (ii) on the Closing Date, Merger Sub merged with and into dMY, with dMY continuing as the surviving company, as a result of which (A) dMY became a wholly-owned subsidiary of Genius; (B) each issued and outstanding unit of dMY, consisting of one Class A Share and one-third of one warrant (the “dMY warrants”), automatically detached; (C) in consideration for the acquisition of all of the issued and outstanding Class A Shares (as a result of the Business Combination), Genius issued one Genius ordinary share for each Class A Share acquired by virtue of the Business Combination; (D) each issued and outstanding dMY warrant to purchase a Class A Share was assumed by Genius and became exercisable for one Genius ordinary share; and (E) Genius changed its names to “Genius Sports Limited.”
