LONDON & NEW YORK–(Small business WIRE)–Genius Sporting activities Group Restricted (“GSG” or the “Company”), a primary provider of sports activities info and technologies powering the sports activities, betting and media ecosystem, these days announced the submitting by way of a recently established holding company, Galileo NewCo Restricted (“NewCo”), of a registration assertion on Kind F-4 (the “Registration Statement”) with the U.S. Securities and Exchange Commission (“SEC”), which includes a proxy assertion/prospectus, in connection with its lately introduced proposed small business combination with dMY Technological know-how Team, Inc. II (NYSE:DMYD) (“dMY II”), a publicly traded exclusive objective acquisition enterprise. The proposed business enterprise mixture (the “transaction”) will be effected as a result of NewCo, whereby dMY II will turn into a subsidiary of NewCo. Though the Registration Statement has not still develop into powerful and the details contained therein is matter to improve, it gives important information and facts about GSG, NewCo, dMY II and the transaction. The filing can be considered on the SEC’s site at www.sec.gov and a url to the Edgar submitting is offered underneath the “Investors” segment of the GSG web page at https://www.geniussports.com/household/buyers.
dMY II’s Class A typical stock and warrants are at the moment traded on The New York Stock Trade (the “NYSE”) less than the ticker symbols “DMYD” and “DMYD WS” respectively. On completion of the transaction, NewCo expects its ordinary shares and warrants to trade on the NYSE under the new ticker symbols “GENI” and “GENI WS”, respectively. The transaction, which was introduced on Oct 27, 2020, has been unanimously approved by the boards of directors of each GSG and dMY II and it is topic to a quantity of closing problems, which include the approval of the transaction by dMY II’s stockholders, the Registration Assertion remaining declared efficient by the SEC and a quantity of other customary conditions.
The Firm also reaffirmed its total-calendar year 2020 projections and expects to create income of close to $145 million and altered EBITDA of around $14 million. “Amidst a global pandemic, we have built excellent development in 2020 and are on track for sustained solid functionality in 2021,” explained Mark Locke, GSG Co-Founder and CEO. “Looking in advance, our predicted merger with dMY II and NYSE listing will fortify our placement as a correct partner to athletics leagues, sportsbooks and media teams all over the world.”
About Genius Sporting activities Team
Genius Sporting activities Team is the formal data, technologies and industrial lover that powers the international ecosystem connecting sporting activities, betting and media. We are a international leader in digital sporting activities content material, engineering and integrity providers. Our engineering is applied in more than 150 international locations throughout the world, empowering sports to capture, deal with and distribute their dwell information and video clip, driving their electronic transformation and improving their associations with lovers.
We are the reliable spouse to in excess of 500 sports activities businesses globally, such as lots of of the world’s major leagues and federations these kinds of as the NBA, Leading League, FIBA, NCAA, NASCAR, AFA and PGA TOUR.
Genius Sporting activities Team is uniquely positioned via reducing-edge technology, scale and world access to aid our associates. We are more than just a technological innovation business, we make lengthy-expression associations with athletics at all degrees, supporting them to handle and improve the worth of their articles although giving technological experience and spherical-the-clock help.
About dMY Technological know-how Team II
dMY Technologies Group, Inc. II is a publicly traded specific intent acquisition business started by Niccolo de Masi and Harry You for the reason of effecting a merger, money stock trade, asset acquisition, inventory invest in, reorganization or comparable business mixture with 1 or more firms. dMY II’s models, popular inventory and warrants trade on the NYSE under the ticker symbols “DMYD.U,” “DMYD,” and “DMYD.WS” respectively. A lot more facts can be uncovered at www.dmytechnology.com.
Vital Details About the Proposed Business enterprise Mixture and Where by to Obtain It
In relationship with the proposed business enterprise mixture (the “Business Combination”), NewCo has submitted the Registration Statement with the SEC which has not yet become powerful. No securities might be bought nor may well features to buy be acknowledged prior to the time the Registration Assertion is declared productive by the SEC. The Registration Statement contains a proxy assertion/prospectus and sure other associated paperwork, which are both the proxy statement to be dispersed to holders of shares of dMY II’s typical inventory in relationship with dMY II’s solicitation of proxies for the vote by dMY II’s stockholders with regard to the Small business Mix and other matters as explained in the Registration Statement, as nicely as the prospectus relating to the supply and sale of the securities of NewCo to be issued in the Company Mix. dMY II’s stockholders and other fascinated people are advised to read the preliminary proxy assertion/prospectus included in the Registration Assertion and the amendments thereto and the definitive proxy assertion/prospectus and paperwork incorporated by reference therein filed in relationship with the Enterprise Blend, as these materials comprise important information about the parties to the enterprise blend agreement dated October 27, 2020 (the “Business Mix Agreement”) and the Business enterprise Blend. Immediately after the Registration Assertion is declared successful, the definitive proxy statement/prospectus will be mailed to dMY II’s stockholders as of a document date to be set up for voting on the Business Blend and other matters as explained in the Registration Statement. Stockholders will also be capable to receive copies of the definitive proxy statement/prospectus and other files filed with the SEC that will be included by reference therein, without charge, the moment available, at the SEC’s web internet site at www.sec.gov, or by directing a ask for to: dMY Engineering Group, Inc. II, 1180 North City Center Push, Suite 100, Las Vegas, Nevada 89144, Notice: Niccolo de Masi, Chief Govt Officer, [email protected].
Members in the Solicitation
dMY II and its directors and govt officers might be deemed participants in the solicitation of proxies from dMY II’s stockholders with respect to the Business enterprise Blend. A checklist of the names of those people directors and executive officers and a description of their interests in dMY II is contained in the Registration Statement and is obtainable free of charge of demand at the SEC’s world-wide-web web-site at www.sec.gov, or by directing a ask for to dMY II Technologies Team, Inc. II, 1180 North City Heart Travel, Suite 100, Las Vegas, Nevada 89144, Attention: Niccolo de Masi.
GSG’s administrators and govt officers might also be considered to be individuals in the solicitation of proxies from the stockholders of dMY II in link with the Business Combination. A checklist of the names of these kinds of administrators and govt officers and facts concerning their pursuits in the Small business Mix are included in the Registration Assertion.
Forward-Seeking Statements
Certain statements in this press launch could be regarded as “forward-looking statements” in just the which means of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These ahead-wanting statements consist of, without limitation, dMY II’s, GSG’s and NewCo’s expectations with respect to long run effectiveness and predicted monetary impacts of the Enterprise Blend, the fulfillment of the closing disorders to the Business Blend and the timing of the completion of the Business Combination. For case in point, projections of the timing of the closing of the Small business Combination, long run organization price, income and other metrics are forward-looking statements. In some conditions, you can detect ahead-on the lookout statements by terminology these types of as “may”, “should”, “expect”, “intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”, “potential” or “continue”, or the negatives of these phrases or versions of them or related terminology. Such ahead-wanting statements are matter to challenges, uncertainties, and other things which could cause true success to differ materially from those expressed or implied by these ahead seeking statements.
These forward-looking statements are based mostly upon estimates and assumptions that, when regarded as realistic by dMY II and its management, NewCo and the Company and their administration, as the circumstance may possibly be, are inherently uncertain. Factors that might bring about actual benefits to vary materially from latest expectations include things like, but are not minimal to: (1) the event of any function, modify or other situation that could give rise to the termination of the Business enterprise Mixture Agreement or any subsequent definitive agreements with respect thereto (2) the result of any authorized proceedings or regulatory issues or investigations that may perhaps be instituted from dMY II, the Business, NewCo or other people (3) the incapability to complete the Small business Mixture because of to the failure to obtain approval of the shareholders of dMY II, to obtain financing to entire the Small business Blend or to fulfill other conditions to closing (4) adjustments to the proposed construction of the Organization Mix that may well be expected or appropriate as a end result of relevant rules or rules (5) the potential to meet up with inventory exchange listing standards subsequent the consummation of the Business enterprise Blend (6) the chance that the Business enterprise Mix disrupts existing designs and operations of dMY II or the Business as a consequence of the announcement and consummation of the Business enterprise Mixture (7) the means to recognize the expected advantages of the Small business Mixture, which may perhaps be influenced by, among other factors, levels of competition, the potential of NewCo to develop and deal with advancement profitably, preserve interactions with consumers and suppliers and keep its administration and vital staff (8) expenses similar to the Business enterprise Mixture (9) adjustments in applicable legislation or laws (10) the chance that dMY II, the Firm or NewCo may well be adversely impacted by other financial, enterprise, and/or competitive components (11) the effects of COVID-19 on the Company’s company and/or the capacity of the get-togethers to complete the Small business Blend (12) the Company’s estimates of expenditures and profitability and fundamental assumptions with regard to stockholder redemptions and invest in cost and other adjustments and (13) other hazards and uncertainties established forth in the segment entitled “Risk Factors” and “Cautionary Take note Concerning Forward-Looking Statements” in dMY II’s ultimate prospectus relating to its original community providing dated August 17, 2020 and in dMY II’s and NewCo’s subsequent filings with the SEC, including the Registration Statement, relating to the Enterprise Mixture.
Absolutely nothing in this press launch ought to be regarded as a representation by any man or woman that the forward-on the lookout statements set forth herein will be obtained or that any of the contemplated effects of such forward-wanting statements will be accomplished. You must not put undue reliance on ahead-hunting statements, which discuss only as of the day hereof. None of dMY II, the Company or NewCo undertake any obligation to update these ahead-on the lookout statements.
No Offer or Solicitation
This press launch shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in regard of the proposed Small business Combination. This press launch shall also not represent an offer you to sell or the solicitation of an supply to get any securities, nor shall there be any sale of securities in any states or jurisdictions in which these offer you, solicitation or sale would be illegal prior to registration or qualification below the securities rules of any this kind of jurisdiction. No presenting of securities shall be designed other than by suggests of a prospectus assembly the demands of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
