Correspondence 0001193125-22-309233 from Genius Sports Ltd (GENI)
Genius Sports Ltd
Date: Dec. 20, 2022 · CIK: 0001834489 · Accession: 0001193125-22-309233
AI Filing Summary & Sentiment
File numbers found in text: 333-268457
Referenced dates: December 13, 2022
Letter
601 Lexington Avenue
New York, NY 10022
United States
+1 212 446 4800
www.kirkland.com
Facsimile:
+1 212 446
December 20, 2022
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
Office of Trade & Services
100 F Street, NE
Washington, D.C. 20549
Attn: Taylor Beech
Lilyanna Peyser
Re: Genius Sports Ltd
Registration Statement on Form F-4 filed November 18, 2022
SEC File No. 333-268457
Ladies and Gentlemen:
This letter sets forth the response of Genius Sports Limited (the “Company”) to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in your letter dated December 13, 2022, with respect to the above referenced Registration Statement on Form F-4.
The text of the Staff’s comment has been included in this letter for your convenience, and we have numbered the paragraph below to correspond to the number in the Staff’s letter. For your convenience, we have also set forth the Company’s response immediately below the numbered comment.
Registration Statement on Form F-4 Filed November 18, 2022
General
Staff’s Comment 1: Please ensure that this registration statement is updated as necessary in accordance with comments you receive regarding, and changes you make to, your Schedule TO-I (File No. 005-93523).
Securities and Exchange Commission
Division of Corporation Finance
December 20, 2022
Page 2
Response: The Company respectfully advises the Staff that, pursuant to discussions with the Staff following receipt of the Staff’s letter of November 28, 2022, the Company has amended the transaction structure and has filed an Amendment No. 1 to the Registration Statement on Form F-4 (the “Amended Registration Statement”) and an Amendment No. 2 to the Schedule TO-I (the “Amended Schedule TO”) to reflect the amended structure on the date hereof. We confirm that the Company’s disclosure has been conformed between the Amended Registration Statement and Amended Schedule TO.
If you have any questions related to this letter, please contact Ross M. Leff at (212) 446-4947 of Kirkland & Ellis LLP.
Sincerely,
/s/ Ross M. Leff
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CORRESP
601 Lexington Avenue
New York, NY 10022
United States
+1 212 446 4800
www.kirkland.com
Facsimile:
+1 212 446
4900
December 20, 2022
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
Office of Trade &
Services
100 F Street, NE
Washington, D.C. 20549
Attn:
Taylor Beech
Lilyanna Peyser
Re:
Genius Sports Ltd
Registration Statement on Form F-4 filed November 18, 2022
SEC File No. 333-268457
Ladies and Gentlemen:
This letter sets forth
the response of Genius Sports Limited (the “Company”) to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in your
letter dated December 13, 2022, with respect to the above referenced Registration Statement on Form F-4.
The text of the Staff’s comment has been included in this letter for your convenience, and we have numbered the paragraph below to
correspond to the number in the Staff’s letter. For your convenience, we have also set forth the Company’s response immediately below the numbered comment.
Registration Statement on Form F-4 Filed November 18, 2022
General
Staff’s Comment
1: Please ensure that this registration statement is updated as necessary in accordance with comments you receive regarding, and changes you make to, your Schedule TO-I (File No. 005-93523).
Securities and Exchange Commission
Division of Corporation Finance
December 20, 2022
Page 2
Response: The Company respectfully advises
the Staff that, pursuant to discussions with the Staff following receipt of the Staff’s letter of November 28, 2022, the Company has amended the transaction structure and has filed an Amendment No. 1 to the Registration Statement on Form F-4 (the “Amended Registration Statement”) and an Amendment No. 2 to the Schedule TO-I (the “Amended Schedule TO”) to reflect the
amended structure on the date hereof. We confirm that the Company’s disclosure has been conformed between the Amended Registration Statement and Amended Schedule TO.
If you have any questions related to this letter, please contact Ross M. Leff at (212) 446-4947 of
Kirkland & Ellis LLP.
Sincerely,
/s/ Ross M. Leff
Ross M. Leff
Via E-mail:
cc:
Nicholas Taylor, Chief Financial Officer
Elliott M. Smith
Laura Katherine Mann
White & Case LLP