Delaware	7389	98-1399727
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☒

Title of Each Class of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Share(2)	Proposed Maximum Aggregate Offering Price(2)	Amount of Registration Fee
Class A Common Stock	3,436,767	$10.39	$35,690,825.30	$3,893.87

(1)	Pursuant to Rule 416(a) of Securities Act of 1933, as amended (the “Securities Act”), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(2)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) of the Securities Act, based upon the average of the high and low selling prices of the Class A Common Stock on May 21, 2021, as reported on the New York Stock Exchange, under the symbol “DMS.”

	Page No.
ABOUT THIS PROSPECTUS	ii
MARKET, RANKING AND OTHER INDUSTRY DATA	iii
TRADEMARKS, SERVICE MARKS AND TRADE NAMES	iii
SELECTED DEFINITIONS	iv
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	viii
PROSPECTUS SUMMARY	1
THE OFFERING	4
RISK FACTORS	5
USE OF PROCEEDS	32
DIVIDEND POLICY	32
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION	33
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION	36
BUSINESS COMBINATION	37
BUSINESS	42
DMS’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	49
DIRECTOR AND EXECUTIVE COMPENSATION	75
MANAGEMENT	88
DESCRIPTION OF SECURITIES	92
SECURITIES ACT RESTRICTIONS ON RESALE OF SECURITIES	103
BENEFICIAL OWNERSHIP OF SECURITIES	105
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	106
SELLING HOLDERS	109
PLAN OF DISTRIBUTION	111
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS	113
LEGAL MATTERS	116
EXPERTS	116
CHANGE IN AUDITOR	116
WHERE YOU CAN FIND MORE INFORMATION	117
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS	F-1

•

“Amended and Restated Registration Rights Agreement” are to the amended and restated registration rights agreement entered into by DMS, Prism, Clairvest Direct Seller, Blocker Seller 1, Blocker Seller 2, Sponsor PIPE Entity and the Independent Directors at Closing;

•

“Amended Partnership Agreement” are to the amended and restated limited liability company agreement of DMSH entered into by DMS, DMSH, Prism, Clairvest Direct Seller, Blocker Corp and the Prism members at Closing;

•

“Amended and Restated Warrant Agreement” are to the amended and restated warrant agreement entered into by DMS and Continental at Closing;

•

“Blocker Corp” are to CEP V DMS US Blocker Company, a Delaware corporation;

•

“Blocker Seller 1” are to Clairvest Equity Partners V Limited Partnership, an Ontario, Canada limited partnership;

•

“Blocker Seller 2” are to CEP V Co-Investment Limited Partnership, a Manitoba, Canada limited partnership;

•

“Blocker Sellers” are to Blocker Seller 1 and Blocker Seller 2;

•

“Board” are to the board of directors of DMS;

•

“Business Combination” are to the transactions contemplated by the Business Combination Agreement, collectively;

•

“Business Combination Agreement” are to Business Combination Agreement, dated as of April 23, 2020 by and among Leo, DMS, Blocker Corp, Sellers, Clairvest GP Manageco Inc., an Ontario corporation as a Seller Representative, and, solely for the limited purposes set forth therein, Sponsor.

•

“Business Combination Consideration” are to a combination of cash consideration, the Seller Warrants, shares of Class B Common Stock and shares of Class C Common Stock;

•

“Bylaws” are to the bylaws of DMS which were made effective upon the Domestication;

•

“Certificate of Incorporation” are to the certificate of incorporation of DMS which was made effective upon the Domestication;

•

“Clairvest” are to Clairvest Group Inc., an Ontario corporation;

•

“Clairvest Direct Seller” are to CEP V-A DMS AIV Limited Partnership, a Delaware limited partnership;

•

“Class A Common Stock” are to the Class A common stock, par value $0.0001 per share, of DMS;

•

“Class B Common Stock” are to the Class B common stock, par value $0.0001 per share, of DMS, which have no economic value but entitle the holder thereof to one vote per share and, in accordance with the Certificate of Incorporation, will be retired on a one-for-one basis upon the redemption of any DMS Units held by Prism or Clairvest Direct Seller in accordance with the Amended Partnership Agreement;

•

“Class C Common Stock” are to the Class C common stock, par value $0.0001 per share, of DMS, which are convertible into shares of Class A Common Stock in accordance with the Certificate of Incorporation on a one-to-one basis;

•

“Class A ordinary shares” are to the Class A ordinary shares, par value $0.0001 per share, of DMS;

•

“Class B ordinary shares” or “Founder Shares” are to the 5,000,000 Class B ordinary shares, par value $0.0001 per share, of Leo (of which 1,924,282 Class B ordinary shares were surrendered and forfeited pursuant to the Surrender Agreement described in this registration statement);

•

“Closing” are to the closing of the Business Combination;

•

“Continental” are to Continental Stock Transfer & Trust Company;

•

“Converted Founder Shares” are to the shares of Class A Common Stock issued as a matter of law upon the conversion of the Class B ordinary shares at the time of the Domestication;

•

“Conversion” are to the conversion by Blocker Sellers of the shares of Class C Common Stock issued to them in the Business Combination into shares of Class A Common Stock, on a one-for-one basis, in accordance with the Certificate of Incorporation that was effective as of immediately prior to the close of business on July 17, 2020;

•

“Conversion Shares” are to the 17,937,954 shares of Class A Common Stock that were issued to the Blocker Sellers in connection with the Conversion;

•

“Credit Facility” are to the Credit Agreement, dated July 3, 2018, by and among DMS, DMS LLC, each of its affiliates party thereto, various financial institutions part thereto and Monroe Capital Management Advisors, LLC, as Administrative Agent and Lead Arranger;

•

“Crisp Results Purchase Agreement” are to the asset purchase agreement, dated as of April 1, 2021, by and among DMS, Inc., Edge Marketing, LLC, a Delaware LLC, Crisp Marketing LLC, a Florida LLC,  Union Health, LLC a Florida LLC and Justin Ferreira as Seller Representative, in connection with the Crisp Results Acquisition;

•

“Crisp Results Shares” are to the 1,595,100 shares of Class A Common Stock that were issued to the Crisp Results sellers in connection with the Crisp Results Acquisition;

•

“Director Nomination Agreement” are to the director nomination agreement to entered into by DMS, Sponsor, Sponsor PIPE Entity, Clairvest and Prism at the Closing;

•

“DMS” are to Digital Media Solutions, Inc., a Delaware corporation, and its consolidated subsidiaries;

•

“DMS Common Stock” are collectively to Class A Common Stock, Class B Common Stock and Class C Common Stock;

•

“DMS LLC” are to Digital Media Solutions, LLC, a Delaware limited liability company;

•

“DMS Units” are to the membership interests in DMSH;

•

“DMSH” are to Digital Media Solutions Holdings, LLC, a Delaware limited liability company;

•

“Domestication” are to the domestication of Leo Holdings Corp. as a corporation incorporated in the State of Delaware;

•

“initial public offering” are to Leo’s initial public offering that was consummated on February 15, 2018;

•

“IPO registration statement” are to the Registration Statement on Form S-1 (333-222599) filed by Leo in connection with its initial public offering and declared effective by the SEC on February 12, 2018;

•

“Leo” are to Leo Holdings Corp. prior to the Domestication;

•

“Leo Independent Directors” are to Mss. Bush and Minnick, and Mr. Bensoussan;

•

“Leo private placement warrants” are to the 4,000,000 private placement warrants of Leo (of which 2,000,000 Leo private placement warrants were surrendered and forfeited pursuant to the Surrender Agreement described in this prospectus), which were automatically converted by operation of law, on a one-for-one basis without giving effect to any rights of adjustment or other anti-dilution protections which adjustment and protections were waived by the holders of the Class B ordinary shares pursuant to the Surrender Agreement, into warrants to acquire shares of Class A Common Stock in the Domestication;

•

“Lion Capital” are to Lion Capital, LLP, an affiliate of Sponsor;

•

“Non-Blocker Member” are to any individual or entity (other than Blocker Corp) that is, from time to time, admitted to DMSH as a member pursuant to the Delaware Limited Liability Company Act and the Amended Partnership Agreement and that has not ceased to be a member of DMSH pursuant to the Delaware Limited Liability Company Act and the Amended Partnership Agreement;

•

the outstanding Class A Common Stock “on an as-redeemed basis” are to the number of shares of Class A Common Stock that would be outstanding assuming all DMS Units held by Prism, Clairvest Direct Seller and the SmarterChaos sellers were acquired upon a Redemption by DMS for shares of Class A Common Stock in accordance with the Amended Partnership Agreement;

•

“ordinary shares” are to the Class A ordinary shares and the Class B ordinary shares, collectively;

•

“PIPE Investment” are to the transactions contemplated by the Subscription Agreements, pursuant to which the PIPE Investors collectively committed to subscribe for the PIPE Shares for an aggregate purchase price equal to $100.0 million, which were consummated substantially concurrently with the Closing;

•

“PIPE Investors” are to the qualified institutional buyers and accredited investors (including Sponsor PIPE Entity) that received the PIPE Shares in the PIPE Investment;

•

“PIPE Shares” are to the 10,424,282 shares of Class A Common Stock that were issued to the PIPE Investors in connection with the PIPE Investment;

•

“Prism” are to Prism Data, LLC, a Delaware limited liability company;

•

“Private Placement Warrants” are to the 2,000,000 warrants of DMS issued as a matter of law upon the conversion at the time of the Domestication of the Leo private placement warrants and the Seller Warrants;

•

“pro forma” are to giving pro forma effect to the Business Combination;

•

“Public Warrants” are to the 10,000,000 warrants of DMS issued as a matter of law upon the conversion at the time of the Domestication of the public warrants that were offered and sold by Leo as part of units in its initial public offering and registered pursuant to the IPO registration statement;

•

“PushPros Purchase Agreement” are to the purchase agreement, dated as of February 1, 2021, by and among DMS, Blocker Corp, DMS LLC, PushPros, Inc., a Texas corporation, and the PushPros sellers party thereto in connection with the PushPros Acquisition;

•

“Redemption” are to an acquisition made pursuant to the Amended Partnership Agreement by DMS of DMS Units in exchange for Class A Common Stock on a one-for-one basis (subject to customary conversion rate adjustments, including for stock splits, stock dividends and reclassifications);

•

“Redemption Shares” are to shares of Class A Common Stock issued in connection with a Redemption;

•

“SEC” are to the Securities and Exchange Commission;

•

“Sellers” are to Prism, Clairvest Direct Seller and Blocker Sellers;

•

“Seller Warrants” are to the 2,000,000 warrants issued to Sellers as part of the Business Combination Consideration and pursuant to the Amended and Restated Warrant Agreement;

•

“SmarterChaos Purchase Agreement” are to the membership interest purchase and contribution agreement, dated as of July 1, 2020, by DMSH, DMS LLC and the SmarterChaos sellers party thereto in connection with the SmarterChaos/She Is Media Acquisition;

•

“Surrender Agreement” are to the Amended and Restated Sponsor Shares and Warrant Surrender Agreement, dated as of June 22, 2020, entered into by Leo, the Sponsor and the Leo Independent Directors;

•

“Sponsor” are to Leo Investors Limited Partnership, a Cayman Islands exempted limited partnership;

•

“Sponsor PIPE Entity” are to Lion Capital (Guernsey) Bridgeco Limited, a company organized under the laws of Guernsey;

•

“Subscription Agreements” are to the subscription agreements, entered into by Leo and each of the PIPE Investors in connection with the PIPE Investment;

•

“Tax Receivable Agreement” are to the tax receivable agreement entered into by DMS, Blocker Corp and the Sellers at the Closing; and

•

“Trust Account” are to the trust account established at the consummation of Leo’s initial public offering at JP Morgan Chase Bank, N.A. and maintained by Continental, acting as trustee.

•

the COVID-19 pandemic or other public health crises;

•

changes in client demand for our services and our ability to adapt to such changes;

•

the entry of new competitors in the market;

•

the ability to maintain and attract consumers and advertisers in the face of changing economic or competitive conditions;

•

the ability to maintain, grow and protect the data DMS obtains from consumers and advertisers;

•

the performance of DMS’s technology infrastructure;

•

the ability to protect DMS’s intellectual property rights;

•

the ability to successfully source and complete acquisitions and to integrate the operations of companies DMS acquires, including the recent Crisp Results Acquisition, PushPros Acquisition and SmarterChaos/She Is Media Acquisition (each as defined herein);

•

the ability to improve and maintain adequate internal controls over financial and management systems, and remediate the identified material weakness;

•

changes in applicable laws or regulations and the ability to maintain compliance;

•

our substantial levels of indebtedness;

•

volatility in the trading price on the New York Stock Exchange (“NYSE”) of our common stock and warrants; and

•

other risks and uncertainties indicated from time to time in DMS’s filings with the SEC, including those described herein under the heading “Risk Factors.”

•

Brand-Direct Solutions – Our brand-direct solutions are customized pay-for-performance digital advertising campaigns that connect one consumer to one advertiser client, with ads and other creative elements braded based on the advertiser client’s specifications. DMS leverages its first-party database to target high-intent consumers and provides end-to-end capabilities to deliver customers and near customers to the advertiser client.

•

Marketplace Solutions – Our marketplace solutions represent one-to-many campaigns by which one consumer is connected to multiple relevant advertiser clients with ads and creative elements branded to match DMS marketplaces. Within marketplace campaigns, consumer audiences are attracted to DMS-owned websites relevant to specific verticals (i.e., insurance and home services), and then relevant advertiser client offers are presented to those consumers. Leveraging DMS first-party data, consumer audiences are converted to customers and near customers.

•

Other – Our other solutions include the white-labeling of DMS proprietary technology to enable DMS advertiser clients to manage, optimize and track campaigns. We believe, our SaaS technology creates sticky relationships due to the embedded nature of this technology within our client marketing processes. The exclusive, long-term contractual relationships for our SaaS technology lead to our high ability to cross-sell solutions.

Shares of Class A Common Stock potentially offered by the Selling Holders	3,436,767 shares
Use of Proceeds	We will not receive any proceeds from the sale of the Class A Common Stock to be offered by the Selling Holders.
Lock-up Agreements	Each of the DMS Units issued to the SmarterChaos sellers pursuant to the SmarterChaos Purchase Agreement in connection with the SmarterChaos/She Is Media Acquisition, certain of the shares of Class A Common Stock issued to the PushPros sellers pursuant to the PushPros Purchase Agreement in connection with the PushPros Acquisition and certain of the shares of Class A Common Stock issued to the Crisp Results sellers pursuant to the Crisp Results Purchase Agreement in connection with the Crisp Results Acquisition are subject to certain restrictions on transfer until the termination of the applicable lock-up periods. See “Securities Act Restrictions on Resale of Securities—Lock-up Agreements” for further discussion.
NYSE Ticker Symbols	“DMS”

•

changes in client demand for our services and our ability to adapt to such changes;

•

we participate in a highly competitive market, and the entry of new competitors in the market;

•

the ability to maintain and attract consumers and advertiser in the face of changing economic or competitive conditions;

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dependence on search engines, display advertising, social media, email, and content-based online advertising and other online sources to attract consumers;

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if our messages are not delivered and accepted or are routed by messaging providers less favorably than other messages, or if our sites are not accessible or treated disadvantageously by internet service providers;

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the ability to maintain, grow and protect the data DMS obtains from consumers and advertisers;

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the performance of DMS technology infrastructure;

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the ability to successfully source and complete acquisitions and to integrate the operations of companies DMS acquires, including the recent Crisp Results Acquisition, PushPros Acquisition and SmarterChaos/She Is Media Acquisition;

•

our substantial levels of indebtedness, and maintaining covenants under the credit facilities;

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litigation could distract management, increase our expenses or subject us to material money damages and other remedies;

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the change in fair value of our Private Placement Warrants at each reporting period and the potential that such change may adversely affect our net income (loss) in our consolidated statements of earnings (loss); and

•

dependence on key personnel to operate our business, and our management team has limited experience managing a public company.

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the ability to protect DMS intellectual property rights; and

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we may face litigation and liability due to claims of infringement of third-party intellectual property rights.

•

our businesses are heavily regulated, and are subject to a variety of international, federal, state, and local laws;

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Federal, state and international laws regulating telephone and messaging marketing practices impose certain obligations on advertisers, which could reduce our ability to expand our business; and

•

changes in applicable laws or regulations and the ability to maintain compliance.

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we are a holding company and our only material asset is our indirect interest in DMS, and we are accordingly dependent upon DMS distributions;

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we are required under the Tax Receivable Agreement to make payments to the Majority Shareholders (as defined below) in respect of certain tax benefits and certain refunds of pre-Closing taxes of DMS and Blocker Corp, and such payments may be substantial;

•

the ability to improve and maintain adequate internal controls over financial and management systems;

•

our large shareholders have significant influence over us;

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volatility in the trading price on NYSE of our common stock and warrants; and

•

fluctuations in value of our private placement warrants.

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the ability of our advertisers to earn an attractive return on investment from their spending with us;

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our ability to increase the number of consumers using our marketplaces and brand direct solutions;

•

our ability to compete effectively with other media for advertising spending; and

•

our ability to keep pace with changes in technology and the practices and offerings of our competitors.

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our ability to maintain marketplaces and brand direct solutions for consumers and advertisers that efficiently captures user intent and effectively delivers relevant information to each individual consumer;

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our ability to continue to innovate and improve our marketplaces and our brand direct solutions;

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our ability to launch new vertical offerings that are effective and have a high degree of consumer and advertiser engagement;

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our ability to maintain the compatibility of our mobile applications with operating systems, such as iOS and Android, and with popular mobile devices running such operating systems; and

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our ability to access a sufficient amount of data to enable us to provide relevant information to consumers. If the use of our marketplaces and brand direct solutions declines or does not continue to grow, our business and operating results would be harmed.

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increase the number of consumers using our marketplaces and brand direct solutions;

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maintain and expand the number of advertisers that use our marketplaces and brand direct solutions or our revenue per provider;

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further improve the quality of our marketplaces and brand direct solutions, and introduce high-quality new products;

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increase the number of shoppers acquired by advertisers on our marketplaces and brand direct solutions;

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timely adjust marketing expenditures in relation to changes in demand for the underlying products and services offered by our advertisers;

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maintain brand recognition and effectively leverage our brand; and

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attract and retain management and other skilled personnel for our business. Our revenue growth rates may also be limited if we are unable to achieve high market penetration rates as we experience increased competition. If our revenue or revenue growth rates decline, investors’ perceptions of our business may be adversely affected and the market price of our common stock could decline.

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regulatory hurdles;

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failure of anticipated benefits to materialize;

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diversion of management time and focus from operating our business to addressing acquisition integration challenges;

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coordination of technology, research and development, and sales and marketing functions;

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transition of the acquired company’s consumers and data to our marketplaces and brand direct solutions;

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retention of employees from the acquired company;

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cultural challenges associated with integrating employees from the acquired company into our organization;

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integration of the acquired company’s products or technology;

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integration of the acquired company’s accounting, management information, human resources and other administrative systems;

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the need to implement or improve controls, procedures and policies at a business that prior to the acquisition may have lacked effective controls, procedures and policies;

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potential write-offs of intangibles or other assets acquired in such transactions that may have an adverse effect on our operating results in a given period;

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acquisitions targets may participate in markets, jurisdictions and verticals where our lack of experience makes an immediate assessment of, and preparation for, possible risk difficult;

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potential liabilities for activities of the acquired company before the acquisition, including patent and trademark infringement claims, violations of laws, commercial disputes, tax liabilities and other known and unknown liabilities; and

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litigation or other claims in connection with the acquired company, including claims from terminated employees, consumers, former stockholders or other third parties.

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requiring us to dedicate a portion of our cash resources to the payment of interest and principal, reducing money available to fund working capital, capital expenditures, product development and other general corporate purposes;

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increasing our vulnerability to adverse changes in general economic, industry and market conditions;

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subjecting us to restrictive covenants that may reduce our ability to take certain corporate actions or obtain further debt or equity financing;

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limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we compete; and

•

placing us at a competitive disadvantage compared to our competitors that have less debt or better debt servicing options.

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sell assets or make changes to the nature of our business;

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engage in mergers or acquisitions;

•

incur, assume or permit additional indebtedness;

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make restricted payments, including paying dividends on, repurchasing, redeeming or making distributions with respect to our capital stock;

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make specified investments;

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engage in transactions with our affiliates; and

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make payments in respect of subordinated debt.

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the requirement that a majority of its board of directors consist of independent directors;

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the requirement that the board have a nominating and governance committee composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

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the requirement that the board have a compensation committee composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.

•

changes in the industries in which the Company and its customers operate;

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variations in its operating performance and the performance of its competitors in general;

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actual or anticipated fluctuations in the Company’s quarterly or annual operating results;

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material and adverse impact of the COVID-19 pandemic on the markets and the broader global economy;

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the public’s reaction to the Company’s press releases, its other public announcements and its filings with the SEC;

•

additions and departures of key personnel;

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changes in laws and regulations affecting its business;

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commencement of, or involvement in, litigation involving the Company;

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changes in the Company’s capital structure, such as future issuances of securities or the incurrence of additional debt; and

•

the volume of shares of Class A Common Stock or Warrants available for public sale.

•

our existing stockholders’ proportionate ownership interest in us will decrease;

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the amount of cash available per share, including for payment of dividends in the future, may decrease;

•

the relative voting strength of each previously outstanding share of Class A Common Stock may be diminished; and

•

the market price of our shares of Class A Common Stock may decline.

		(a) DMS Inc.				Pro Forma Transaction Accounting Adjustments				Pro Forma DMS Inc.
Net revenue		$	332,856			$	—			$	332,856
Cost of revenue			234,731				—				234,731
Salaries and related costs			33,386				3,022	(b)			36,408
General and administrative expenses			30,020				(108)	(c)			29,912
Acquisition costs			4,814				(2,371)	(d)			2,443
Depreciation and amortization			17,954				—				17,954
Income (loss) from operations		$	11,951			$	(543	)		$	11,408
Interest expense			13,740				—				13,740
Change in fair value of warrant liabilities			8,840				—				8,840
Net income (loss) before income taxes		$	(10,629	)		$	(543)	(e)		$	(11,172	)
Income tax expense			3,085				(478	)			2,607
Net income (loss)		$	(13,714	)		$	(65	)		$	(13,779	)
Net income (loss) attributable to non-controlling interest			(5,018	)			(846)	(f)		$	(5,864	)
Net income (loss) attributable to Digital Media Solutions, Inc.		$	(8,696	)		$	(781)	(g)		$	(7,915	)
Earnings (loss) per share attributable to Digital Media Solutions, Inc.:
Basic and diluted		$	(0.23	)				(h)		$	(0.24	)
Weighted-average shares outstanding - basic and diluted			32,335								32,335

(a)

Represents the DMS Inc. historical audited consolidated statement of operations for the year ended December 31, 2020.

(b)

Represents compensation for eligible directors under the Director Compensation Program for the period prior to the closing of the Business Combination on July 15, 2020, which consists of $0.5 million related to retainer fees, cash and stock-based compensation expenses associated with the grant of 65,000 RSUs. Additionally, the aggregate compensation for executives and employees which consists of $2.5 million in shares associated with the grant of 574,000 options and 1,245,000 RSUs prior to the closing of the DMS Inc. Business Combination.

(c)

Represents an $0.1 million adjustment to exclude Investor Management Fees which the Company would not have incurred as a publicly traded company and which are not expected to occur in the future.

(d)

Represents $2.4 million related to SPAC transaction costs recorded in the Business Combination.

(e)

Represents income tax adjustment which decreased income tax expense by $0.5 million.  This change is due to the allocation of the full year taxable losses from DMS LLC to DMS Inc. which resulted in a change of $0.5 million of income tax expense at DMS Inc.

(h)

Represents the basic and diluted net loss per share as a result of the pro forma adjustments for the year ended December 31, 2020.

•

pursuant to the Surrender Agreement, Sponsor surrendered and forfeited to Leo 2,000,000 warrants to purchase Class A ordinary shares and, together with certain other holders, 1,924,282 Class B ordinary shares;

•

Leo filed a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and filed the Certificate of Incorporation, and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which Leo was domesticated and continues as a Delaware corporation, changing its name to “Digital Media Solutions, Inc.” and, in connection with the Domestication, the following transactions occurred:

•

the issued and outstanding Class A ordinary shares converted automatically by operation of law, on a one-for-one basis, into shares of Class A Common Stock;

•

the issued and outstanding Class B ordinary shares converted automatically by operation of law, on a one-for-one basis without giving effect to any rights of adjustment or other anti-dilution protections, into shares of Class A Common Stock;

•

the issued and outstanding redeemable warrants that were registered pursuant to the Registration Statement on Form S-1 (File No. 333-222599) of Leo became automatically redeemable warrants to acquire shares of Class A Common Stock;

•

each issued and outstanding unit of Leo that had not been previously separated into the underlying Class A ordinary share and underlying warrant upon the request of the holder thereof was cancelled and the holder thereof became entitled to one share of Class A Common Stock and one-half of one redeemable warrant to acquire one share of Class A Common Stock; and

•

the issued and outstanding warrants of Leo to purchase Class A ordinary shares that were issued in a private placement automatically became warrants to acquire shares of Class A Common Stock;

•

the Company consummated the PIPE Investment;

•

the Company paid $30,000,000 to DMS to be used as cash on the DMS balance sheet;

•

the Company paid $10,000,000 to DMS, which DMS used to pay down outstanding indebtedness under the Credit Facility; and

•

the Company purchased all of the issued and outstanding common stock of Blocker Corp and a portion of the DMS Units held by Prism and Clairvest Direct Seller (which DMS Units were then immediately contributed to the capital of Blocker Corp), in exchange for the following aggregate consideration to the Sellers:

•

$57,255,217.33 in cash;

•

the Seller Warrants;

•

25,857,070 shares of Class B Common Stock; and

•

17,937,954 shares of Class C Common Stock.

•

recapitalize DMS such that, as of immediately following the consummation of the Business Combination, Prism and Clairvest Direct Seller collectively owed 25,857,070 of the outstanding DMS Units and Blocker Corp owned 32,293,793 of the outstanding DMS Units; and

•

provide Clairvest Direct Seller and Prism the right to redeem their DMS Units for cash or, at the Company’s option, the Company may acquire such DMS Units (which DMS Units are expected to be contributed to Blocker Corp) in exchange for cash or Redemption Shares, in each case subject to certain restrictions set forth therein.

1.

two individuals to be nominated for election to Board, one of whom shall be independent under the applicable rules of the NYSE, for so long as Clairvest and Prism collectively Beneficially Own (as defined in the Director Nomination Agreement) or control, directly or indirectly, at least 40% of the total number of issued and outstanding shares of Class A Common Stock, Class B common stock and Class C common stock all considered together as a single class (the “Voting Interests”); or

2.

one individual to be nominated for election to the Board for so long as Clairvest Beneficially Owns or controls, directly or indirectly, at least 8% of the total number of Voting Interests issued and outstanding.

•

Brand-Direct Solutions – Our brand-direct solutions are customized pay-for-performance digital advertising campaigns that connect one consumer to one advertiser client, with ads and other creative elements braded based on the advertiser client’s specifications. DMS leverages its first-party database to target high-intent consumers and provides end-to-end capabilities to deliver customers and near customers to the advertiser client.

•

Marketplace Solutions – Our marketplace solutions represent one-to-many campaigns by which one consumer is connected to multiple relevant advertiser clients with ads and creative elements branded to match DMS marketplaces. Within marketplace campaigns, consumer audiences are attracted to DMS-owned websites relevant to specific verticals (i.e., insurance and home services), and then relevant advertiser client offers are presented to those consumers. Leveraging DMS first-party data, consumer audiences are converted to customers and near customers.

•

Other – Our other solutions include the white-labeling of DMS proprietary technology to enable DMS advertiser clients to manage, optimize and track campaigns. We believe, our SaaS technology creates sticky relationships due to the embedded nature of this technology within our client marketing processes. The exclusive, long-term contractual relationships for our SaaS technology lead to our high ability to cross-sell solutions.

Name		Age		Position
Joseph Marinucci		46		President, Chief Executive Officer and Director
Fernando Borghese		42		Chief Operating Officer and Director
Vasundara Srenivas		46		Chief Financial Officer
Joseph Liner		43		Chief Revenue Officer
Jonathan Katz		51		Chief Media Officer
Matthew Goodman		46		Chief Information Officer
Jason Rudolph		47		Chief Product Officer
Anthony Saldana		51		General Counsel, Executive Vice President of Legal & Compliance and Secretary

•

Brand-Direct Solutions – Our brand-direct solutions are customized pay-for-performance digital advertising campaigns that connect one consumer to one advertiser client, with ads and other creative elements braded based on the advertiser client’s specifications. DMS leverages its first-party database to target high-intent consumers and provides end-to-end capabilities to deliver customers and near customers to the advertiser client.

•

Marketplace Solutions – Our marketplace solutions represent one-to-many campaigns by which one consumer is connected to multiple relevant advertiser clients with ads and creative elements branded to match DMS marketplaces. Within marketplace campaigns, consumer audiences are attracted to DMS-owned websites relevant to specific verticals (i.e., insurance and home services), and then relevant advertiser client offers are presented to those consumers. Leveraging DMS first-party data, consumer audiences are converted to customers and near customers.

•

Other – Our other solutions include the white-labeling of DMS proprietary technology to enable DMS advertiser clients to manage, optimize and track campaigns. Our SaaS technology creates sticky relationships due to the embedded nature of this technology within our client marketing processes. The exclusive, long-term contractual relationships for our SaaS technology lead to our high ability to cross-sell solutions.

		Three Months Ended March 31,
		2021				2020
Revenue by type:
Customer acquisition			94.4	%			94.9	%
Managed services			4.0	%			4.0	%
Software services			1.6	%			1.1	%
Total Net revenue			100.0	%			100.0	%
Revenue by segment:
Brand Direct			58.0	%			56.2	%
Marketplace			50.9	%			47.0	%
Other			2.1	%			1.7	%
Corporate and other			(11.0	)%			(5.0	)%
Total Net revenue			100.0	%			100.0	%
Salaries and related costs			10.6	%			11.5	%
General and administrative			7.2	%			7.3	%
Acquisition costs			1.5	%			-	%
Depreciation and amortization			5.6	%			5.9	%
Income (loss) from operations			3.6	%			6.3	%
Interest expense			3.4	%			5.2	%
Change in fair value of warrant liabilities			0.3	%			-	%
Net (loss) income before income taxes			(0.1	)%			1.1	%
Income tax expense			0.1	%			0.1	%
Net (loss) income			(0.2	)%			1.0	%
Net loss attributable to non-controlling interest			(0.1	)%			-	%
Net income (loss) attributable to Digital Media Solutions, Inc.			(0.1	)%			1.0	%

		Three Months Ended March 31,
		2021				2020				$ Change				% Change
Net revenue		$	96,803			$	72,728			$	24,075				33	%
Cost of revenue			69,182				50,159				19,023				38	%
Salaries and related costs			10,269				8,331				1,938				23	%
General and administrative			6,962				5,297				1,665				31	%
Acquisition costs			1,494				27				1,467				5433	%
Depreciation and amortization			5,419				4,315				1,104				26	%
Income (loss) from operations			3,477				4,599				(1,122	)			(24	)%
Interest expense			3,257				3,790				(533	)			(14	)%
Change in fair value of warrant liabilities			315				---				315				-	%
Net (loss) income before income taxes			(95	)			809				(904	)			(112	)%
Income tax expense			117				52				65				125	%
Net (loss) income			(212	)			757				(969	)			(128	)%
Net loss attributable to non-controlling interest			(93	)			---				(93	)			-	%
Net income (loss) attributable to Digital Media Solutions, Inc.		$	(119	)		$	757			$	(876	)			(116	)%

		Three Months Ended March 31,
		2021				2020				$ Change				% Change
Brand Direct
Customer acquisition		$	52,901			$	38,453			$	14,448				38	%
Managed services			3,278				2,448				830				34	%
Total Brand Direct		$	56,179			$	40,901			$	15,278				37	%
Marketplace
Customer acquisition		$	49,101			$	34,178			$	14,923				44	%
Total Marketplace		$	49,259			$	34,178			$	15,081				44	%
Other
Managed services		$	510			$	450			$	60				13	%
Software services			1,507				809				698				86	%
Total Other		$	2,017			$	1,259			$	758				60	%
Corporate and Other
Customer acquisition		$	(10,652	)		$	(3,610	)		$	(7,042	)			195	%
Total Corporate and Other		$	(10,652	)		$	(3,610	)		$	(7,042	)			195	%
Total Customer acquisition			91,350				69,021				22,329				32	%
Total Managed services			3,946				2,898				1,048				36	%
Total Software services			1,507				809				698				86	%
Total Net revenue		$	96,803			$	72,728			$	24,075				33	%

	Three Months Ended March 31,
	2021			2020			% Change
Brand Direct	27.0%			24.0%			12.5%
Marketplace	26.0%			33.0%			(21.2)%
Other	79.0%			98.0%			(19.4)%
Total gross profit percentage	28.5%			31.0%			(8.1)%