[6-K] Genius Sports Ltd Current Report (Foreign Issuer)
Genius Sports Limited plans to acquire Legend, a global digital sports and gaming media network, in a Transaction valued at up to $1.2 billion, including $900 million at closing and up to $300 million of earnout tied to profitability and cash flow targets.
Rhea-AI Filing Summary
Genius Sports Limited plans to acquire Legend, a global digital sports and gaming media network, in a Transaction valued at up to $1.2 billion, including $900 million at closing and up to $300 million of earnout tied to profitability and cash flow targets.
Upfront consideration includes $800 million in cash and $100 million in stock, partly financed by a committed $850 million senior secured term loan and a $220 million revolving credit facility. Genius expects the deal to be immediately accretive to Group Adjusted EBITDA margins and Free Cash Flow conversion, targeting about $1.1 billion in 2026 pro forma Group Revenue and $320–330 million in Group Adjusted EBITDA. Closing is subject to customary conditions and regulatory approvals.
Positive
- Transformational acquisition and growth profile: Genius Sports plans to acquire Legend in a Transaction valued at up to $1.2 billion, and targets about $1.1 billion in 2026 pro forma Group Revenue and $320–330 million in Group Adjusted EBITDA with roughly 50% Free Cash Flow conversion.
- Margin and cash flow accretion: The company states the Legend deal is expected to be immediately accretive to Group Adjusted EBITDA margins and Free Cash Flow conversion while maintaining at least 20% Group Revenue CAGR through 2028.
Negative
- Higher leverage and deal‑execution risk: The acquisition is funded primarily with debt, including a senior secured term loan facility of up to $850 million, creating pro forma leverage below 3.0x and exposing investors to integration, regulatory approval, financing and earnout performance risks highlighted in the forward‑looking statements.
Insights
Large, debt‑financed Legend acquisition aims to accelerate growth and margins but increases leverage and execution risk.
Genius Sports is acquiring Legend for up to $1.2 billion, with $900 million due at close and up to $300 million in earnout based on profitability and cash flow. The deal adds a scaled sports and gaming media network that monetizes 320 million annual visits from 118 million unique visitors.
Management states the acquisition is expected to be immediately accretive to Group Adjusted EBITDA margins and Free Cash Flow conversion, while maintaining at least 20% Group Revenue CAGR through 2028. On a 2026 pro forma basis, they target about $1.1 billion in Group Revenue and $320–330 million in Group Adjusted EBITDA with roughly 50% Free Cash Flow conversion.
Funding relies on a senior secured term loan of up to $850 million plus a $220 million revolving credit facility, leading to pro forma leverage below 3.0x, with an expectation to delever by more than half by 2028. Integration of Legend, realization of cost and revenue benefits, regulatory approvals and financing conditions are all explicitly cited as key risks that could cause actual results to differ materially from these projections.
FAQ
What did Genius Sports (GENI) announce in its February 2026 6-K?
How much is Genius Sports paying to acquire Legend and how is it structured?
How will Genius Sports finance the Legend acquisition?
What financial impact does Genius Sports expect from acquiring Legend?
What is Genius Sports’ standalone 2026 outlook without Legend?
When is the Genius Sports–Legend acquisition expected to close and what conditions apply?
What lock-up restrictions will apply to Legend’s sellers receiving Genius Sports stock?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of February, 2026
Commission file number 001-40352
Genius Sports Limited
(Translation of registrant’s name into English)
Genius Sports Group
1st Floor, 27 Soho Square
London, W1D-3QR
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
Share Purchase Agreement
On February 5, 2026, Genius Sports Limited (the “Company” or “Genius”), Lion Bidco Limited, a wholly-owned subsidiary of Genius (the “Buyer”), Epos Capital Ltd (the “Seller”), Nicholas Kisberg (together with the Seller, the “Seller Parties”) and Zeal Ltd (“Legend”) entered into a Share Purchase Agreement (the “Agreement”) pursuant to which the Buyer has agreed to acquire the entire issued share capital of Legend (the “Transaction”).
Pursuant to the terms of the Agreement and subject to the satisfaction or waiver of certain conditions set forth in the Agreement, the aggregate consideration (the “Transaction Consideration”) payable by the Buyer to the Seller shall consist of:
| • | $800,000,000 to be paid solely in cash at the closing of the Transaction (the “Closing”), subject to certain customary adjustments related to cash, indebtedness and other debt-like items, working capital and phantom-based awards and options granted under the Zeal Ltd Global Long Term Incentive Plan (the “Legend LTIP”); |
| • | a number of ordinary shares, par value $0.01 (“Ordinary Shares”), of the Company to be issued at Closing equal to $100,000,000 divided by the 30 trading-day volume weighted average of the per share trading price of Ordinary Shares (“30-Day VWAP”) ending on (and including) the trading day immediately prior to the date of the Agreement (the “Signing VWAP,” and such shares, the “Completion Stock”); |
| • | up to $300,000,000, payable in two tranches, each of up to $150,000,000, subject to certain adjustments related to phantom-based awards and options granted under the Legend LTIP, in earn-out consideration to be paid in cash or Ordinary Shares (such shares (if issued), the “Tranche 1 Earn-Out Stock” and “Tranche 2 Earn-Out Stock,” respectively, and, together with the Completion Stock, the “Consideration Stock”), at the Buyer’s election, following the first and second anniversaries of Closing; provided that certain performance targets for Legend and its subsidiaries in respect of each such 12-month period, respectively, are achieved and the issuance of Tranche 1 Earn-Out Stock and Tranche 2 Earn-Out Stock is not required to be postponed or accelerated in accordance with the terms of the Agreement. If elected by the Buyer to be paid in shares, the Tranche 1 Earn-Out Stock and the Tranche 2 Earn-Out Stock will be determined based on the 30-day VWAP ending on (and including) the trading day immediately prior to the date on which the relevant stock is issued. |
The payment of the Transaction Consideration is subject to the terms and conditions of, and further adjustments as set forth in, the Agreement. The Consideration Stock will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and will be issued in reliance on the exemption from registration requirements provided by Section 4(a)(2) and Regulation D of the Securities Act.
The completion of the Transaction is subject to the satisfaction of customary closing conditions, including, among other things, the expiration or termination of the waiting period pursuant to the Hart-Scott Rodino Act (the “Closing Conditions”). The Company expects the Transaction to close in the first half of 2026.
The Agreement contains customary representations, warranties, covenants and other obligations and rights of the parties thereto. The parties to the Agreement have also agreed to various customary covenants and agreements, including, among others, for Legend to conduct, subject to certain exceptions, its business in the ordinary course consistent with past practice during the period between the execution of the Agreement and Closing. In addition, the Seller Parties have agreed that so long as the Seller Parties or any other entity under common control with the Seller beneficially owns any shares of the Company, such persons shall vote any voting securities beneficially owned by them in accordance with the recommendation of the board of directors of the Company.
The Agreement may be terminated under certain circumstances, including, but not limited to, if the Closing Conditions are not all satisfied or waived by 11:59 p.m. (London time) on the date falling nine months after the date of the Agreement or such later time and date as may be agreed in writing between the Seller and the Buyer.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by the full text of the Agreement, a copy of which will be filed with the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2025.
Lock-Up Agreement
Pursuant to and as a condition to closing the transactions under the Agreement, the parties have agreed that, at the Closing, the Company, Buyer and the Seller Parties will enter into a Lock-Up and Orderly Sell-Down Agreement (the “Lock-Up Agreement”). Under the terms of the Lock-Up Agreement, the Seller Parties will, among other obligations, be subject to a lock-up with respect to the Consideration Stock, pursuant to which, subject to certain exceptions, the Seller Parties may not sell, pledge, lend or otherwise transfer the Consideration Stock for a duration of six-months from the date of issuance of each tranche of Consideration Stock.
The foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by the full text of the Lock-Up Agreement, the form of which will be filed with the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2025.
Financing Commitment
On February 5, 2026, in connection with the execution of the Agreement, the Company entered into a commitment letter with Goldman Sachs Bank USA, Deutsche Bank AG New York Branch and Deutsche Bank Securities Inc. (the “Commitment Parties”), pursuant to which the Commitment Parties have committed to provide, subject to the satisfaction of customary closing conditions, a senior secured term loan facility in an amount up to $850 million and senior secured revolving credit facility in an amount up to $220 million, in an aggregate principal amount of up to $1.07 billion.
Press Release
On February 5, 2026 the Company issued a press release announcing the Transaction, certain preliminary unaudited estimates of financial results for the fiscal year ended December 31, 2025 and the Company’s updated financial outlook. A copy of the press release is attached hereto as Exhibit 99.1. Exhibit 99.1 to this report, furnished on Form 6-K, is furnished, not filed, and will not be incorporated by reference into any registration statement filed by the registrant under the Securities Act. The information contained in this Form 6-K, but excluding Exhibit 99.1, is incorporated by reference into the Company’s registration statements on Form F-3 (No. 333-265466), Form F-3ASR (No. 333-279227) and Form S-8 (Nos. 333-264254, 333-266904, 333-269093 and 333-285829).
Forward-Looking Statements
This report contains forward-looking statements as defined in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, that involve significant risks and uncertainties. All statements other than statements of historical facts are forward-looking statements, including but not limited to statements relating to the closing timeline of the proposed acquisition and the results of the combined company, the preliminary estimates of financial results and our updated financial outlook. These forward-looking statements include information about our possible or assumed future results of operations or our performance. Words such as “expects,” “intends,” “plans,” “believes,” “anticipates,” “estimates,” and variations of such words and similar expressions are intended to identify such forward-looking statements. Although the Company believes that the forward-looking statements contained in this press release are based on reasonable assumptions, you should be aware that many factors could affect our actual financial results or results of operations and could cause actual results to differ materially from those in such forward-looking statements, including but not limited to: financial closing procedures, final adjustments, and other developments; the occurrence of any event, change or other circumstances that could give rise to the right of one or more of the parties to terminate the Agreement; the outcome of any legal proceedings related to the proposed Transaction or otherwise, including the risk of shareholder litigation in connection with the proposed Transaction, including resulting expense or delay; the ability of the Company and/or Legend to successfully manage legal, tax and regulatory risks in connection with their respective business or relating to the Transaction; the ability to obtain regulatory approvals and meet other closing conditions to the Transaction on a timely basis or at all, including the risk that regulatory approvals required for the Transaction are not obtained on a timely basis or at all, or are obtained subject to conditions that are not anticipated or that could adversely affect the
Company following the Transaction or the expected benefits of the Transaction; risks related to the financing in connection with the Transaction; difficulties and delays in integrating Legend’s business into that of the Company’s business; failing to fully realize anticipated cost savings and other anticipated benefits of the Transaction when expected or at all; business disruptions from the proposed Transaction that will harm the Company’s or Legend’s businesses, including current plans and operations; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Transaction; the ability of the Company or Legend to retain and hire key personnel; the diversion of management’s attention from ongoing business operations; uncertainty as to the long-term value of the ordinary shares of the Company following the Transaction, including the dilution caused by the Company’s issuance of additional shares as Consideration Stock; the continued availability of capital and financing following the Transaction; the effects of global economic, political, market, and social events or other conditions; risks related to our reliance on relationships with sports organizations and the potential loss of such relationships or failure to renew or expand existing relationships; fraud, corruption or negligence related to sports events, or by our employees or contracted statisticians; risks related to changes in domestic and foreign laws and regulations or their interpretation; compliance with applicable data protection and privacy laws; pending litigation and investigations; the failure to protect or enforce our proprietary and intellectual property rights; claims for intellectual property infringement; our reliance on information technology; elevated interest rates and inflationary pressures, including fluctuating foreign currency and exchange rates; risks related to domestic and international political and macroeconomic uncertainty; and other factors included under the heading “Risk Factors” in its Annual Report on Form 20-F for the year ended December 31, 2024.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Although we believe that the expectations reflected in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. These statements involve known and unknown risks and are based upon a number of assumptions and estimates which are inherently subject to significant uncertainties and contingencies, many of which are beyond our control. Actual results may differ materially from those expressed or implied by such forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements contained in this report, or the documents to which we refer readers in this report, to reflect any change in our expectations with respect to such statements or any change in events, conditions or circumstances upon which any statement is based.
EXHIBITS
| Exhibit No. | Description | |
| 99.1 | Press Release, dated February 5, 2026 | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| GENIUS SPORTS LIMITED | ||||||
| Date: February 5, 2026 | By: | /s/ Mark Locke | ||||
| Name: | Mark Locke | |||||
| Title: | Chief Executive Officer | |||||
Exhibit 99.1
Genius Sports Enters into Definitive Agreement to Acquire Legend, Creating a Digital Sports and Gaming Media Powerhouse
| • | Legend provides a scaled media platform, with world-class marketing technology powering owned and operated digital properties as well as syndication of sports and betting content |
| • | The acquisition will provide Genius Sports with a unique structural position as the only company operating two synergistic businesses across official sports data and media and advertising |
| • | Combination will unlock greater scale, stronger margins, and higher cash conversion than previously communicated at Investor Day |
NEW YORK & LONDON, February 5, 2026 – Genius Sports Limited (NYSE: GENI) (“Genius Sports”) today announced it has entered into a definitive agreement (“Agreement”) to acquire Legend, a global, digital sports and gaming media network built to monetize attention, in a transaction valued at up to $1.2 billion, including $900 million payable at closing and an earnout of up to $300 million.
For Genius Sports, the transaction is expected to be immediately accretive to Group Adjusted EBITDA margins and Free Cash Flow conversion while maintaining at least 20% Group Revenue CAGR through 2028. On a 2026 annualized pro forma basis; after giving effect to the acquisition, the combination is expected to position us to achieve approximately $1.1 billion in Group Revenue, $320-330 million in Group Adjusted EBITDA with approximately 50% Free Cash Flow conversion.
Legend monetizes sports audiences through a scaled media network, with world-class marketing technology powering owned and operated digital properties. It also syndicates sports and betting content across major publications, such as Sports Illustrated and Yahoo Sports.
When sports fans are actively researching teams, players, odds, or scores, Legend’s technology helps connect those fans with relevant sportsbooks, gaming products, and advertisers in the moments they are most likely to act.
In 2025, Legend generated 320 million annual visits from 118 million unique visitors, with more than two-thirds returning on a regular basis. This acquisition will bring a large, highly engaged sports and gaming audience into Genius Sports’ media ecosystem along with predictable revenue.
Through FANHub, the world’s first sports fan activation platform, Genius Sports will connect this global audience and marketing technology with its full range of over 2,000 combined sports, media and betting partners via one integrated platform.
“This deal accelerates our strategic and financial objectives, supercharges fan monetization, and builds a fully integrated sports and gaming media network,” said Mark Locke, CEO of Genius Sports. “For Genius Sports and our global partners, it delivers more data, more audience, more inventory and greater monetization of sports fans. The acquisition of Legend will drive higher margins and stronger free cash flow, positioning Genius Sports to immediately transform the market and grow the size and scale of our business.”
“Joining forces with Genius Sports brings together two world class teams, unlocks unparalleled growth opportunities for our partners and products, and gives us an even stronger platform to scale,” said Nick Kisberg, Founder of Legend. “I am immensely proud of what we have built and the decades of hard work that have brought us here today.”
Preliminary Estimates of 2025 Financial Results and Updated Financial Outlook
Additionally, Genius Sports is reporting its preliminary unaudited estimates of financial results for the fiscal year ended December 31, 2025, subject to normal year-end adjustments:
| • | Group Revenue of $669 million, reflecting 31% year-on-year growth |
| • | Group Adjusted EBITDA of $136 million, reflecting 59% year-on-year growth |
| • | Group Adjusted EBITDA margin of 20% |
| • | Cash and cash equivalents of $281 million |
Genius Sports also expects it would generate Group Revenue of approximately $810-820 million, and Group Adjusted EBITDA of approximately $180-190 million in 2026 on a standalone basis. At the midpoint, this represents Group Revenue and Group Adjusted EBITDA growth of 22% and 36%, respectively, and a Group Adjusted EBITDA margin of 23%.
The acquisition and integration of Legend will also set a higher performance benchmark for 2028, reflecting the expanded scale of Genius Sports’ media and advertising platform and accelerated monetization across its global inventory:
| • | Group Revenue of $1.6 billion, representing approximately 21% CAGR from 2026 to 2028 |
| • | Group Adjusted EBITDA margin of approximately 35% |
| • | Free Cash Flow conversion of at least 60% |
Transaction Details
The upfront consideration represents $900 million at close, comprising $800 million in cash and $100 million in stock consideration, with an additional earnout of up to $300 million split evenly across two years post-closing. The earnout is tied to the achievement of certain profitability and cash flow thresholds and is payable in cash or stock, at Genius’ election, subject to customary conditions.
At closing, Genius Sports expects to fund the acquisition with a $850 million Term Loan B issuance, with its revolving credit facility remaining undrawn. Pro forma leverage is expected to be below 3.0x, and the company expects to rapidly delever by more than half by 2028, driven by our strong and visible growth trajectory. The proposed acquisition is expected to close in the second quarter of 2026, subject to customary closing conditions.
Deutsche Bank Securities Inc. and Goldman Sachs & Co, LLC, are serving as financial advisors to Genius Sports and are providing committed financing related to the transaction. Macfarlanes LLP and Kirkland & Ellis LLP are serving as legal counsel to Genius Sports.
Oakvale Capital LLP and The Raine Group are serving as financial advisors to Legend. Latham & Watkins LLP and Herzog Fox & Neeman are serving as legal counsel to Legend.
Webcast and Conference Call Details
Genius Sports management will host a conference call and webcast today at 8:00AM ET to discuss the acquisition.
The live conference call and webcast may be accessed on the Genius Sports Investor Relations website at investors.geniussports.com or via the direct link below:
https://genius-sports-acquisition-of-legend-feb-2026.open-exchange.net/
A replay of the webcast will be available on the website within 24 hours after the call.
ENDS
Contact
Genius Sports
Media
Chris Dougan, Chief Communications Officer
+1 (202) 766-4430
chris.dougan@geniussports.com
Investors
Brandon Bukstel, Investor Relations Manager
+1 (954)-554-7932
brandon.bukstel@geniussports.com
Legend
Julia Milavic Davies, Head of Communications
+44 7968 902449
julia.milavicdavies@l1.com
About Genius Sports
Genius Sports is the official data, technology and broadcast partner that powers the global sports, betting and media ecosystem. Our technology is used in over 150 countries worldwide, creating highly immersive products that enrich fan experiences across the entire sports industry.
We are the trusted partner to over 1,000 sports organizations, including many of the world’s largest leagues, teams, sportsbooks, brands and broadcasters, such as the NFL, English Premier League, NCAA, DraftKings, FanDuel, bet365, Coca-Cola, EA Sports, CBS, NBC and ESPN.
Genius Sports is uniquely positioned through AI, computer vision and big data to power the future of sports fan experiences. From delivering augmented broadcasts and enhanced highlights, to automated officiating tools, immersive betting solutions and personalized marketing activations, we connect the entire sports value chain from the rights holder all the way through to the fan.
About Legend
Legend is the home of next-level player experience. Founded over 20 years ago, Legend is pioneering the way that people explore, play and bet on what they love.
Legend’s marketing and data-powered engine is behind more than 25 world-class brands in sports and gaming. The company is laser-focused on making every player interaction smarter, faster and more engaging.
With a team of more than 800 people, Legend combines deep industry expertise with a vibrant culture and ambitious mindset to deliver value on a global scale.
Preliminary Financial Information
The unaudited financial information presented in this press release is preliminary and may change as a result of, among other factors, Genius Sports’ financial closing procedures and as a result, Genius Sports’ final results may vary materially from the preliminary results included in this press release. The preliminary financial information included in this press release reflects Genius Sports’ current estimates based on information available as of the date of this press release and has been prepared by company management. This preliminary information should not be viewed as a substitute for full financial information prepared in accordance with GAAP and is not necessarily indicative of the results to be achieved for any future periods. This preliminary information could be impacted by the effects of financial closing procedures, final adjustments, and other developments.
Adjusted EBITDA and Free Cash Flow
We present Group adjusted EBITDA, Group adjusted EBITDA margin, Free Cash Flow, and Free Cash Flow Conversion, non-GAAP performance measures, to supplement our results presented in accordance with U.S. GAAP. Group Adjusted EBITDA is defined as earnings before interest, income tax, depreciation and amortization and other items that are unusual or not related to Genius’ revenue-generating operations, including but not limited to stock-based compensation expense (including related employer payroll taxes), litigation and related costs, transaction expenses and gain or loss on foreign currency. Group adjusted EBITDA margin is defined as Group adjusted EBITDA as a percentage of Group Revenue. Free Cash Flow is defined as Group adjusted EBITDA less Capitalization of internally developed software costs, purchases of property and equipment, changes in net working capital, and taxes. Free Cash Flow conversion is defined as Free Cash Flow as a percentage of Group adjusted EBITDA.
Group Adjusted EBITDA and Free Cash Flow are used by management to evaluate Genius’ core operating performance on a comparable basis and to make strategic decisions. Genius believes these measures are useful to investors for the same reasons as well as in evaluating Genius’ operating performance against competitors, which commonly disclose similar performance measures. However, Genius’ calculation of Group Adjusted EBITDA and Free Cash Flow may not be comparable to other similarly titled performance measures of other companies. These measures are not intended to be a substitute for any US GAAP financial measure.
We do not provide a reconciliation of non-GAAP measures on a forward-looking basis because we are unable to forecast certain items required to develop meaningful comparable GAAP financial measures without unreasonable efforts. These items are difficult to predict and estimate and are primarily dependent on future events. The impact of these items could be significant to our projections.
Forward-Looking Statements
This report contains forward-looking statements as defined in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, that involve significant risks and uncertainties. All statements other than statements of historical facts are forward-looking statements, including but not limited to statements relating to the closing timeline of the proposed acquisition and the results of the combined company, the preliminary estimates of financial results and our updated financial outlook. These forward-looking statements include information about our possible or assumed future results of operations or our performance. Words such as “expects,” “intends,” “plans,” “believes,” “anticipates,” “estimates,” and variations of such words and similar expressions are intended to identify such forward-looking statements. Although Genius Sports believes that the forward-looking statements contained in this press release are based on reasonable assumptions, you should be aware that many factors could affect our actual financial results or results of operations and could cause actual results to differ materially from those in such forward-looking statements, including but not limited to: financial closing procedures, final adjustments, and other developments; the occurrence of any event, change or other circumstances that could give rise to the right of one or more of the parties to terminate the Agreement; the outcome of any legal proceedings related to the proposed acquisition or otherwise, including the risk of shareholder litigation in connection with the proposed acquisition, including resulting expense or delay; the ability of Genius Sports and/or Legend to successfully manage legal, tax and regulatory risks in connection with their respective business or relating to the proposed acquisition; the ability to obtain regulatory approvals and meet other closing conditions to the proposed acquisition on a timely basis or at all, including the risk that regulatory approvals required for the proposed acquisition are not obtained on a timely basis or at all, or are obtained subject to conditions that are not anticipated or that could adversely affect Genius Sports following the proposed acquisition or the expected benefits of the proposed acquisition; risks related to the financing in connection with the proposed acquisition; difficulties and delays in integrating Legend’s business into that of Genius Sports’ business; failing to fully realize anticipated cost savings and other anticipated benefits of the proposed acquisition when expected or at all; business disruptions from the proposed Transaction that will harm Genius Sports’ or Legend’s businesses, including current plans and operations; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed acquisition; the ability of Genius Sports or Legend to retain and hire key personnel; the diversion of management’s attention from ongoing business operations; uncertainty as to the long-term value of the ordinary shares of Genius Sports following the proposed acquisition, including the dilution caused by Genius Sports’s issuance of additional shares as earn-out consideration; the continued availability of capital and financing following the proposed acquisition; the effects of global economic, political, market, and social events or other conditions; risks related to our reliance on relationships with sports organizations and the potential loss of such relationships or failure to renew or expand existing relationships; fraud, corruption or negligence related to sports events, or by our employees or contracted statisticians; risks related to changes in domestic and foreign laws and regulations or their interpretation; compliance with applicable data protection and privacy laws; pending litigation and investigations; the failure to protect or enforce our proprietary and intellectual property rights; claims for intellectual property infringement; our reliance on information technology; elevated interest rates and inflationary pressures, including fluctuating foreign currency and exchange rates; risks related to domestic and international political and macroeconomic uncertainty; and other factors included under the heading “Risk Factors” in its Annual Report on Form 20-F for the year ended December 31, 2024.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Although we believe that the expectations reflected in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. These statements involve known and unknown risks and are based upon a number of assumptions and estimates which are inherently subject to significant uncertainties and contingencies, many of which are beyond our control. Actual results may differ materially from those expressed or implied by such forward-looking statements. Genius Sports undertakes no obligation to publicly update or revise any forward-looking statements contained in this report, or the documents to which we refer readers in this report, to reflect any change in our expectations with respect to such statements or any change in events, conditions or circumstances upon which any statement is based.
Important Cautionary Note about Combined Financial Information and Projections
The projected financial information for the combined businesses of Genius Sports and Legend is based on management’s estimates, assumptions and projections and has not been prepared in conformance with the applicable requirements of Regulation S-X relating to pro forma financial information, and the required pro forma adjustments have not been applied and are not reflected therein. This information is provided for illustrative purposes only and should not be considered in isolation from, or as a substitute for, the historical financial statements of Genius Sports.
Our independent auditors have not audited, reviewed, compiled, or performed any procedures with respect to the projections for the purpose of their inclusion in this presentation and, accordingly, have not expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this press release. The assumptions and estimates underlying the projected information are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the projected information. Various factors could cause actual future results to differ materially from those currently estimated by management, including, but not limited to, the risks described above and in Genius Sports’s filings with the SEC. Accordingly, there can be no assurance that our actual results will not differ materially from those presented in the projected information. Inclusion of the projected information in this press release should not be regarded as a representation by any person that the results contained in the projected information will be achieved.