1.2 | The Registration Statement describes (i) certain transactions pursuant to a business combination agreement, dated as of October 27, 2020 (as such agreement may be amended, supplemented or otherwise modified, the “BCA”), entered into by the Company, dMY Technology Group, Inc. II, a Delaware corporation (“dMY”), 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, Genius Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company, and dMY Sponsor II, LLC, a Delaware limited liability company and (ii) an offering of up to 20,000,000 ordinary shares, par value $0.01 per share, of the Company (the “Ordinary Shares”). These include (i) 12,000,000 new Ordinary Shares to be issued by the Company, (ii) 8,000,000 Ordinary Shares to be sold by the selling shareholders identified in the Registration Statement and (iii) up to 3,000,000 additional Ordinary Shares to be issued by the Company to the underwriters identified in the Registration Statement solely to cover overallotments (together, the “Shares”). |