The Company intends to file amendments to its Schedule TO and Form F-4 to amend the terms set forth therein to (i) provide holders of warrants with the opportunity to exercise their warrants on a cash or cashless basis at a reduced exercise price of 74% of the reference price of an Ordinary Share of the Company, which, if exercised on a cashless basis, would result in holders of warrants receiving 0.260 Ordinary Shares of the Company for each warrant exercised, and (ii) solicit consents to an amendment to the Warrant Agreement (the “Warrant Amendment”) pursuant to which any warrants that have not been exercised by the holder thereof on or prior to the Expiration Date would be automatically exercised on the trading day following the Expiration Date on a cashless basis at an exercise price that is 76.6% of the reference price of an Ordinary Share, resulting in such holders receiving 0.234 Ordinary Shares for each warrant exercised. The exercise of the warrants on such terms and the amendment to the Warrant Agreement will be conditioned on the exercise at the reduced exercise price and consent by holders of at least 50% of the outstanding warrants. Further information with respect to the amended terms and conditions of such exercise and consent will be provided in amendments to the Company’s Schedule TO and Form F-4 originally filed on November 18, 2022.

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.

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 transactions described above.

The Company has engaged BofA Securities, Inc. as the solicitation agent for the Consent Solicitation and the exercise of the warrants, including any subsequent amendments to the transaction structure. 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 and a tender offer statement on Schedule TO. The Consent Solicitation is made solely upon the terms and conditions of the prospectus (which forms a part of the registration statement and is incorporated by reference into the Schedule TO). 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.