SEC Comment Letter 0000000000-23-000045 to Genius Sports Ltd (GENI)
Genius Sports Ltd
Date: Jan. 3, 2023 · CIK: 0001834489 · Accession: 0000000000-23-000045
AI Filing Summary & Sentiment
File numbers found in text: 333-268457
Letter
United States securities and exchange commission logo January 3, 2023 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 filing 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 your prospectus. Schedule TO-I/A filed December 20, 2022 General 1.We note the revised disclosure that if the Warrant Amendment is approved, any warrant that is not exercised by the Expiration Date will be exercised automatically on a cashless basis at an exercise price that is 76.6% of the volume-weighted average price of the ordinary shares for the one-Trading Day period on the NYSE on the second Trading Day prior to the Expiration Date. However, your revised disclosure provides that this will happen only if such Exercise Price would be less than $11.50 per share. Revise to explain what will happen to warrants that are not tendered if the Exercise Price would be greater than $11.50 per shares.
FirstName LastNameRoss M. Leff Comapany NameKirkland & Ellis LLP January 3, 2023 Page 2 FirstName LastName Ross M. Leff Kirkland & Ellis LLP January 3, 2023 Page 2
2.We note your revised disclosure that the company will issue a press release announcing the Reduced Exercise Price prior to the opening of trading on the Trading Day prior to the Expiration Date. So that warrant holders know where they can access such press release, please confirm that it will be filed on EDGAR as an amendment to the tender offer materials, and revise the disclosure in your offer to purchase accordingly. 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
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United States securities and exchange commission logo
January 3, 2023
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 filing 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 your prospectus.
Schedule TO-I/A filed December 20, 2022
General
1.We note the revised disclosure that if the Warrant Amendment is approved, any warrant
that is not exercised by the Expiration Date will be exercised automatically on a cashless
basis at an exercise price that is 76.6% of the volume-weighted average price of the
ordinary shares for the one-Trading Day period on the NYSE on the second Trading Day
prior to the Expiration Date. However, your revised disclosure provides that this will
happen only if such Exercise Price would be less than $11.50 per share. Revise to explain
what will happen to warrants that are not tendered if the Exercise Price would be greater
than $11.50 per shares.
FirstName LastNameRoss M. Leff
Comapany NameKirkland & Ellis LLP
January 3, 2023 Page 2
FirstName LastName
Ross M. Leff
Kirkland & Ellis LLP
January 3, 2023
Page 2
2.We note your revised disclosure that the company will issue a press release announcing
the Reduced Exercise Price prior to the opening of trading on the Trading Day prior to the
Expiration Date. So that warrant holders know where they can access such press release,
please confirm that it will be filed on EDGAR as an amendment to the tender offer
materials, and revise the disclosure in your offer to purchase accordingly.
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