Prime Focus World N.V. entered into a letter of intent to acquire Sports Ventures Acquisition Corp. (NasdaqCM:AKIC) from AKICV LLC, Empyrean Capital Overseas Master Fund, Ltd. managed by Empyrean Capital Partners, LP, Glazer Capital, LLC, HGC Investment Management Inc., Citadel Advisors LLC and others in a reverse merger transaction for $1.3 billion on October 9, 2021. Prime Focus World N.V. entered into a definitive business combination agreement to acquire Sports Ventures Acquisition Corp. (NasdaqCM:AKIC) from AKICV LLC, Empyrean Capital Overseas Master Fund, Ltd. managed by Empyrean Capital Partners, LP, Glazer Capital, LLC, HGC Investment Management Inc., Citadel Advisors LLC and others for $1.3 billion in a reverse merger transaction on January 25, 2022. Under the terms of the transaction, the shareholders of Prime Focus World N.V. will be issued 117.1 million shares of the combined entity. The transaction implies a combined company enterprise value of approximately $1.7 billion. Current DNEG equity holders will retain approximately 71% ownership in DNEG and will, assuming no redemptions by Sports Ventures' existing public stockholders, roll 85% of their equity interests into the pro forma company. The transaction includes committed debt financing arranged by Deutsche Bank Securities Inc. and NatWest Markets PLC, subject to customary funding conditions. In connection with the execution of the Termination Agreement, DNEG has paid a fee equal to One Million Five Hundred Thousand Dollars ($1,500,000) to Sponsor. Post-closing, the combined company will be renamed DNEG, Inc. and it is expected that its ordinary shares will be listed on Nasdaq under the new symbol “DNGG”. The combined company will be led by Namit Malhotra, DNEG's Chairman and Chief Executive Officer. Vikas Rathee as Chief Financial Officer, Simon Morgan as Chief Accounting Officer, Paul Salvini as Chief Technology Officer and Christopher Pflug as Chief Legal Officer and Global Head of Business Affairs.

The transaction is subject to approval by stockholders of Prime Focus World and Sports Ventures, expiration or termination of any waiting period under applicable regulatory laws, governmental authority, at least 75% of the common equity financing committed by parties other than affiliates of the Sponsor or Novator shall have been consummated, debt financing, SVAC have at least $5 million of net tangible assets and available cash equal or greater to $350 million upon closing, receipt of approval for listing on Nasdaq the shares of SVAC Class A ordinary shares and other customary closing conditions. The transaction has been unanimously approved by both the Board of Directors of Sports Ventures and the Board of Directors of DNEG. The transaction is expected to close in the first half of calendar year 2022. As of March 16, 2022, the transaction is expected to close on or before August 31, 2022. As of May 9, 2022, the transaction is expected to close in the first half of 2022.

J.P. Morgan Securities LLC acted as the exclusive financial advisor and Tal M. Unrad and Michael Andresino, Jeffrey E. Jordan, William D'Angelo, Jonathan P. Bagg, Matthew Berlin, Wilburn L. Chesser, William R. Charyk, Stephen P. Hanson, Julia B. Jacobson, Quana Jew and Jeffrey B. Tate of Arent Fox LLP acted as the legal advisor for Sports Ventures Acquisition Corp. Deutsche Bank Securities Inc. acted as the exclusive financial advisor and Steven B. Stokdyk and Lewis Kneib of Latham & Watkins LLP acted as the legal advisor for Prime Focus World. Continental Stock Transfer & Trust Company acted as transfer agent for Sports Ventures Acquisition. Morgan Franklin Consulting and KPMG acted as due diligence advisors for Sports Ventures. Baker McKenzie LLP acted as tax counsel to Prime Focus World.