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 Agreement as 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.
