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December 22, 2022
Ross M. Leff
Partner
Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022
Re:Genius Sports Ltd
Schedule TO-I/A filed December 20, 2022
SEC File No. 5-93523
Form F-4/A filed December 20, 2022
SEC File No. 333-268457
Dear Ross M. Leff:
            We have reviewed your amended filings and have the following comments. 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 defined terms have the same meaning as in the prospectus.
Schedule TO-I/A filed December 20, 2022
General
1.We note the revised disclosure that the Company is soliciting consents to amend the
Warrant Agreement to provide that any warrants not exercised during the offer period will
be automatically exercised on a cashless basis immediately upon expiration at a less
advantageous exercise price.  We further note that although the offer is conditioned on
receiving consents from holders of more than 50% of the outstanding warrants, the
Company may waive this offer condition.  If this offer condition is waived, warrant
holders who do not tender into the offer and exercise their warrants at the reduced exercise
price will remain subject to the original $11.50 exercise price.  Please revise your
disclosure to state that if the Company waives the "consent condition," it will disseminate
revised disclosure to warrant holders and will additionally extend the offer period, if

 FirstName LastNameRoss M. Leff
 Comapany NameKirkland & Ellis LLP
 December 22, 2022 Page 2
 FirstName LastName
Ross M. Leff
Kirkland & Ellis LLP
December 22, 2022
Page 2
necessary, to allow adequate time for them to consider the change and its impact.  In our
view, the waiver of that offer condition would require that at least five business days
remain in the offer period from the time revised disclosure is disseminated.
2.We note that if the consent solicitation is successful, the exercise price of the warrants will
be reduced from $11.50 to an exercise price that is 74% of the volume-weighted average
price of the ordinary shares for the one-Trading Day period on the NYSE on the second
Trading Day before the Expiration Date (if such Reduced Exercise Price would be less
than $11.50 per share), which one-Trading Day period is expected to be January 17,
2023.  Revise to describe how warrant holders will know the volume-weighted average
price of the ordinary shares on the relevant date.  For example, note whether the Company
will issue a press release on the determination date and how warrant holders can access it
on EDGAR.
3.Disclose that warrant holders may withdraw their exercises during the offer period,
consistent with the requirements of Rule 13e-4(f)(2), and explain the process for doing
so.
            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