SecProbe.io

September 6, 2024
Nick Taylor
Chief Financial Officer
Genius Sports Limited
1st Floor, 27 Soho Square
London, W1D 3QR
Re:Genius Sports Limited
Form 20-F for Fiscal Year Ended December 31, 2023
File No. 001-40352
Dear Nick Taylor:
            We have reviewed your August 14, 2024 response to our comment letter and have the
following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless we
note otherwise, any references to prior comments are to comments in our July 17, 2024 letter.
Form 20-F for Fiscal Year Ended December 31, 2023
Item 5. Operating and Financial Review and Prospects
Non-GAAP Financial Measures
Adjusted EBITDA, page 60
1.Refer to your response to comment 2. It appears the portion of your response in
which you state litigation matters that are part of your day to day operations are not
adjusted for in calculating adjusted EBITDA, and that the litigation and related costs
adjusted for pertain to discrete and unique set of facts that you consider not a part of your
normal and continued business activity. Please expand your disclosure concerning this
adjustment accordingly.

September 6, 2024
Page 2
Liquidity and Capital Resources
Cash Flows
Operating Activities, page 65
2.Refer to your response to comment 3 and the intended revised disclosure. Please note that
references to results and noncash items may not provide a sufficient basis to understand
how reported operating cash actually was affected between periods. We also point out
your references to the amounts for specific working capital items appears to be the
amount reported in the current period rather than the change that has occurred from period
to period. For example, you refer to the significant increase in accounts receivable of
$33.2 million which is the current period amount rather than the change between periods
of $41.5 million, and you do not discuss the underlying reason for the change between
periods. Of further note is that the change between periods for the cited working capital
items of accounts payable and prepaid expenses appears immaterial relative to the change
between periods in other working capital items of contract asset, deferred revenue and
other current liabilities, to name a few. Please ensure all material factors are cited along
with discussion of underlying factors causing the change and that the impact of cited
items on actual operating cash is clear.
Item 15. Controls and Procedures
Management's annual report on internal control over financial reporting, page 98
3.Refer to your response to comment 6. Please tell us the facts and circumstances that lead
you to revise the interpretation of the terms of the NFL warrants and the basis for the
revised interpretation and treatment of the warrants in the calculation of your earnings per
share. Tell us whether there were any changes in the terms and conditions or available
information associated with the warrants between the time of the prior and revised
interpretations. If so, please state in detail what these were. Also, please provide us with
your SAB 99 analysis regarding the qualitative and quantitative materiality of the error
and the basis for your conclusion of the materiality.
Consolidated Statements of Cash Flows, page F-6
4.Refer to your response to comment 7. You state there is no impact to the reconciliation of
net loss to net cash of operating activities for noncash consideration for data and
streaming rights revenue because the revenue is fully offset by the related expense. Please
tell us where you disclose this relationship in the notes to the financial statements. If this
relationship is not disclosed, please do so.
            Please contact Robert Shapiro at 202-551-3273 or Doug Jones at 202-551-3309 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Trade & Services