Genius Sports Group Limited (GSG) executed a letter of intent to acquire dMY Technology Group, Inc. II (NYSE:DMYD) (dMY II) from dMY Sponsor II, LLC, funds managed by Millennium Group Management LLC and others in a reverse merger transaction on September 17, 2020. Genius Sports Group Limited (GSG) entered into a definitive business combination agreement to acquire dMY Technology Group, Inc. II (NYSE:DMYD) (dMY II) from dMY Sponsor II, LLC, funds managed by Millennium Group Management LLC and others in a reverse merger transaction on October 27, 2020. Pursuant to the agreement, GSG and dMY II will combine. As a result of the business combination, GSG and dMY II shareholders will exchange their shares for shares in a new combined company (NewCo), which will be publicly listed on the New York Stock Exchange (the NYSE). The consideration payable to GSG's existing shareholders will consist of a combination of cash and rollover equity in NewCo. The transaction values NewCo at an anticipated initial enterprise value of approximately $1.5 billion. Funds advised by private equity firm Apax Partners LLP will continue as the largest single investor in the merged company. The transaction will be partially funded with about $276 million from dMY II's trust account. The transaction includes a $330 million fully committed private investment (PIPE) anchored by institutional and experienced industry investors. GSG will have a pro-forma ownership of 60% of the combined company at closing. Post completion, Apax IX will remain the largest single shareholder of the combined company. The merged company is expected to have about $150 million of unrestricted cash and a debt-free balance sheet at deal closing. Upon closing, NewCo expects its ordinary shares and warrants to trade on the NYSE under the symbols “GENI” and “GENI WS”, respectively. The combined company will change its name to Genius Sports Limited.

Following the closing of the proposed business combination, NewCo's Board of Directors will include dMY II's Chairman Harry You and dMY II's Chief Executive Officer Niccolo de Masi. As of December 14, 2020, post completion the directors and officers of the resulting issuer will be comprised of Neil Bluhm, Chairman and Director, Greg Carlin, Director and Chief Executive Officer, Kyle Sauers, Chief Financial Officer, Einar Roosileht, Chief Information Officer, Richard Schwartz, President, Mattias Stetz, Leslie Bluhm, Niccolo de Masi, Judith Gold, James Gordon, Sheli Rosenberg, Paul Wierbicki and Harry You. At the effective time of the Business Combination, in accordance with the terms of the Business Combination Agreement, the board of directors and executive officers of NewCo will be as follows: Mark Locke, Director as Chief Executive Officer, Costa Centena, Director, Gabriele Cipparrone, Director, Niccolo de Masi, Director, Harry L. You, Director Daniel Burns,Director, Roxana Mirica, Director, Nicholas Taylor, Chief Financial Officer Steven Burton, Chief Operating Officer Jack Davison, Chief Commercial Officer Campbell Stephenson, Chief Information Officer.

The transaction is subject to the approval of dMY II's stockholders, the effectiveness of the Registration Statement, the approval of the listing of the NewCo ordinary shares and NewCo warrants on the New York Stock Exchange, dMY having minimum cash equaling at least $315 million and material compliance by the parties with their respective covenants, and the accuracy of each party's representations and warranties in the business combination agreement, in each case subject to certain materiality standards contained in the agreement. The Boards of Directors of both dMY II and GSG have unanimously approved the transaction. As of January 19, 2021, Genius Sports Group filed registration statement on Form F-4 with U.S. SEC. A special meeting of stockholders of dMY Technology will be held at 10:00 AM, Eastern Time, on April 16, 2021. As of April 16, 2021, the transaction was approved by dMY II's shareholder. The transaction is expected to close in the first quarter of 2021. As of December 31, 2020, the transaction is expected to close in the early spring, 2021. As of March 29, 2021, the transaction is expected to close on or about April 20, 2021. The proceeds of the $330 million PIPE transaction will be used to repay shareholder loans and to redeem and make certain preference share payments on preferred shares held by corporate shareholders.

Credit Suisse Securities (USA) LLC and Goldman Sachs & Co. LLC acted as the exclusive financial advisors to dMY II. Oakvale Capital LLP acted as the exclusive financial advisor to GSG. Jared Rusman, Ryan Roberts, Marsha Mogilevich, Ross Leff, Joshua Korff, Edward Lee, Abhishek Kolay, Srinivas S. Kaushik and Richard Campbell from the US team, and Rory Mullarkey and Aprajita Dhundia from the UK team of Kirkland & Ellis LLP acted as the legal advisors to GSG. Joel Rubinstein, Jonathan Rochwarger, Era Anagnosti and Tali Sealman from US team and Ian Bagshaw and Richard Jones from UK team of White & Case LLP acted as the legal advisor to dMY II. Edward Winkofsky of Greenberg Traurig, LLP acted as legal advisor for dMY II. Howard Corney, Mark Hunter and Rob Collard of Macfarlanes LLP acted as legal advisors for the senior management team of GSG. Continental Stock Transfer & Trust Company acted as transfer agent and Morrow & Co., LLC acted as proxy solicitor to dMY Technology.

Genius Sports Group Limited (GSG) completed the acquisition of dMY Technology Group, Inc. II (NYSE:DMYD) (dMY II) from dMY Sponsor II, LLC, funds managed by Millennium Group Management LLC and others in a reverse merger transaction on April 20, 2021. As on April 21, 2021, Genius Sports' ordinary shares and warrants will trade on the New York Stock Exchange (the “NYSE”) under the ticker symbols “GENI” and “GENI WS”, respectively.