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November 28, 2022
Ross M. Leff
Partner
Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022
Re:Genius Sports Ltd
Schedule TO-I filed November 18, 2022
SEC File No. 5-93523
Form F-4 filed November 18, 2022
SEC File No. 333-268457
Dear Ross M. Leff:
            The staff in the Office of Mergers and Acquisitions has conducted a limited review of
your filings, focused on the matters identified in our comments below.  Our comments follow. In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
All capitalized terms used here have the same meaning as in the prospectus.
Schedule TO-I filed November 18, 2022
General
1.Pursuant to the terms of the Warrant Holder Notice issued on November 18, 2022, you
notified existing warrant holders that you will reduce the exercise price of the warrants
from $11.50 to a price that is 74% of the closing price of the ordinary shares on the NYSE
on the last trading day before such warrant holder delivers an exercise notice, so long as
such Reduced Exercise Price would be less than $11.50 per share.  It appears that warrant
holders who "tender" into this offer thus could receive different consideration, depending
on the date on which they provide an exercise notice.  Please supplementally explain how
this feature of the offer is consistent with the best price provisions of Exchange Act Rule
13e-4(f)(8)(ii).

 FirstName LastNameRoss M. Leff
 Comapany NameKirkland & Ellis LLP
 November 28, 2022 Page 2
 FirstName LastName
Ross M. Leff
Kirkland & Ellis LLP
November 28, 2022
Page 2
2.We note that contemporaneously with this tender offer, you are conducting a consent
solicitation to change the terms of the Warrant Agreement such that the existing warrants
will expire on January 18, 2023 if not exercised by that date.  We further note that at the
same time and pursuant to the Warrant Holder Notice, you are offering to reduce the
exercise price of the existing warrants and to add a feature permitting (but not requiring)
cashless exercise.  Please explain supplementally why the tender offer is not subject to
Rule 13e-3, since the warrants will cease to be listed on the NYSE after the offer and will
expire worthless if not exercised before January 18, 2023.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Christina Chalk at (202) 551-3263.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions