If holders of more than 50% of the outstanding Public Warrants provide their consent, the Company would provide warrant holders with the opportunity to exercise on a cashless basis and receive 0.260 common shares for each exercised warrant. The Warrant Amendment, if successfully adopted, would also revise the Exercise Period such that it would expire on January 18, 2023, effectively ensuring that, if the consent is successful, there would be no warrants outstanding on or after January 19, 2023. The purpose of the Consent Solicitation is to simplify the Company’s capital structure and reduce the potential dilutive impact of the warrants thereby providing the Company with greater financial flexibility and providing investors and prospective investors with greater certainty as to Genius’ capital structure.

In addition, on November 18, 2022, the Company issued to warrant holders a notice indicating that the Company has lowered the exercise price of the warrants from $11.50 to a price that is 74% of the closing price of the ordinary shares on the New York Stock Exchange on the trading day prior to the date of delivery of an exercise notice (if such reduced exercise price would be less than $11.50 per share). The notice to the warrant holders further indicated that the Company has entered into an amendment to the Warrant Agreement (the “Cashless Exercise Amendment”) with the Warrant Agent pursuant to Section 9.8 of the Warrant Agreement that provides all warrant holders the option, but not the obligation, to exercise their warrants on a cashless basis during the Exercise Period. Each of the reduced exercise price and the Cashless Exercise Amendment is conditioned on obtaining the requisite consents to give effect to the Warrant Amendment, which condition may be waived by the Company in its sole discretion. If the Warrant Amendment is approved, the warrants will cease trading on the New York Stock Exchange on January 18, 2023 (20 business days from and including December 19, 2022, the first business day following the expiration date of the Consent Solicitation) and all previously unexercised warrants shall expire worthless on such date.

Prior to obtaining the requisite consents to approve the Warrant Amendment and the effectiveness of the Warrant Amendment, 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 Consent Solicitation will expire on the Expiration Date, which is 11:59 p.m., Eastern Time, on December 16, 2022, or such later time and date to which the Company may extend.

The Company’s ordinary shares and warrants are listed on the New York Stock Exchange under the symbols “GENI” and “GENI WS,” respectively. As of November 17, 2022, a total of 7,668,381 warrants were outstanding.

The Company has engaged BofA Securities, Inc. as the solicitation agent for the Consent Solicitation. The solicitation agent is participating only in the Consent Solicitation, and will have no involvement, in any manner, with the exercising of warrants after the expiration date of the Consent Solicitation. D.F. King & Co., Inc. has been appointed as the information and tabulation agent for the Consent Solicitation and Continental Stock Transfer & Trust Company is the Company’s transfer agent. Requests for documents should be directed to D.F. King & Co., Inc. at (800) 370-1749 (for warrant holders) or (212) 269-5550 (for banks and brokers) or via the following email address: geniussports@dfking.com.

Important Additional Information Has Been Filed with the U.S. Securities and Exchange Commission

In connection with the Consent Solicitation, the Company has filed with the U.S. Securities and Exchange Commission a registration statement on Form F-4.

The Consent Solicitation is made solely upon the terms and conditions of the prospectus (which forms a part of the registration statement). Copies of the Schedule TO and prospectus will be available free of charge at the website of the U.S. Securities and Exchange Commission at www.sec.gov.

This announcement is for informational purposes only and shall not constitute an offer to purchase or a solicitation of an offer to sell the warrants or an offer to sell or a solicitation of an offer to buy any ordinary shares in any state in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of any such state. The Consent Solicitation is being made only through the Schedule TO and prospectus and the complete terms and conditions of the Consent Solicitation are set forth in the Schedule TO and prospectus.

Holders of the warrants are urged to read the Schedule TO and prospectus carefully before making any decision with respect to the Consent Solicitation because they contain important information, including the various terms of, and conditions to, the Consent Solicitation.

None of the Company, any of its management or its board of directors, or the solicitation agent, the transfer agent or the information and tabulation agent makes any recommendation as to whether or not holders of warrants should consent to the Warrant Amendment in the Consent Solicitation.