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Exhibit 1.1

Adopted pursuant to shareholder resolutions dated April 20, 2021

The Companies (Guernsey) Law, 2008 (as amended)

Non-Cellular Company Limited by Shares

 

 

AMENDED AND RESTATED

MEMORANDUM OF INCORPORATION

OF

GENIUS SPORTS LIMITED

 

 

 

 

LOGO

The Companies (Guernsey) Law, 2008 (as amended)

Non-Cellular Company Limited by Shares

Amended and Restated

Memorandum of Incorporation

of

Genius Sports Limited

 

1.

The Company’s name is “GENIUS SPORTS LIMITED”

 

2.

The Company’s registered office will be situated in Guernsey.

 

3.

The Company is a non-cellular company within the meaning of section 2(1)(c) of the Companies (Guernsey) Law, 2008 (as amended) (the “Law”).

 

4.

The Company is limited by shares within the meaning of Section 2(2)(a)(i) of the Law.

 

5.

The liability of the shareholders is limited to the amount for the time being remaining unpaid on the shares held by each of them respectively.

 

6.

The Company shall have power by special resolution to make provision in this memorandum of incorporation for any matter mentioned in section 15(7) of the Law.

 

7.

The Company shall have power by special resolution to alter any provision in this memorandum of incorporation for any matter mentioned in section 15(7) of the Law.

We the subscribers to this memorandum of incorporation wish to form a company pursuant to this memorandum; and we agree to take the number of shares specified opposite our respective names.

 

Name and Address of

founder member(s)    

    Number of shares
taken by each
founder member		    Aggregate
value of those
shares		    Amount paid
up on those
shares		    Amount
unpaid on
those shares

Maven TopHoldings SARL

 

Société à responsabilité limitée of 1-3 boulevard de la Foire, L-1528 Luxembourg, Grand Duchy of Luxembourg R.C.S. Luxembourg: B226933

    One ordinary share

of $0.01

    $0.01    nil    $0.01

Total shares taken

    One ordinary share

of $0.01

    $0.01    nil    $0.01

 

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