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."
--------------------------------------------------------------------------------
At the effective time of the Business Combination, (i) the Sellers held
111,013,653 Genius ordinary shares; (ii) the Founders held 6,900,000 Genius
ordinary shares and (iii) the former public stockholders of dMY held 27,598,704
Genius ordinary shares.
Genius intends to report as a foreign private issuer, and intends to disclose
all of the required Form 10 information on Form 20-F, to be filed with the
Securities & Exchange Commission.
Item 5.06 Change in Shell Company Status.
As a result of the Business Combination, which fulfilled the definition of a
"Business Combination" as required by the amended and restated certificate of
incorporation of the Company, as in effect immediately prior to the Closing
Date, the Company ceased to be a shell company upon the Closing Date. A
description of the Business Combination and the terms of the Business
Combination Agreement are included in the Proxy Statement (as defined below) in
the section titled "Summary of the Material Terms of the Business Combination"
which is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
10.1 Investor Rights Agreement, dated as of April 20, 2021, by and among
dMY, the Founders and the Sellers.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
