As filed with the Securities and Exchange Commission on March 18, 2022
No. 333-255938
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
to
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Genius Sports Limited
(Exact name of registrant as specified in its charter)
| Island of Guernsey | 7990 | 98-1583958 | ||
State or other jurisdiction of incorporation or organization) | Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification No.) |
Genius Sports Group
9th Floor, 10 Bloomsbury Way
London, WC1A 2SL
Telephone: +44 (0) 20 7851 4060
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Donald J. Puglisi
Puglisi & Associates
850 Library Avenue #204
Newark, Delaware 19711
Telephone: (302) 738-6680
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Joshua N. Korff
Ross M. Leff
Aaron M. Schleicher
Kirkland & Ellis LLP
601 Lexington Avenue
New York, NY 10022
Telephone: (212) 446-4800
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☒
If this Form is filed to registered additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ (File No. 333-255938)
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company ☒
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
This Post-Effective Amendment No. 1 shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(d) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 (this “Amendment”) to the Registration Statement on Form F-1 (File No. 333-255938) (the “Registration Statement”) is being filed as an exhibit-only filing solely to include as an exhibit WithumSmith+Brown, PC’s consent (the “Consent”) to the use of its report dated March 18, 2022, with respect to the consolidated financial statements of Genius Sports Limited (the “Company”) included in the Prospectus Supplement No. 3 dated March 18, 2022 filed pursuant to Rule 424(b)(3). Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 8 of Part II of the Registration Statement, the signature pages to the Registration Statement, and the Consent. The prospectus and the balance of Part II of the Registration Statement are unchanged hereby and have been omitted.
Item 8. Exhibits and Financial Statement Schedules
| (a) | The following documents are filed as part of this registration statement: |
Exhibit No. | Description | |
| 23.1 | Consent of WithumSmith+Brown, PC, independent registered public accounting firm of Genius Sports Limited.* | |
| * | Filed herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form F-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of London, United Kingdom on March 18, 2022.
| GENIUS SPORTS LIMITED | ||
| By: | /s/ Mark Locke | |
| Name: Mark Locke | ||
| Title: Chief Executive Officer and Director | ||
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mark Locke his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorney-in-fact and agent or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement on Form F-1 has been signed by the following persons on March 18, 2022 in the capacities indicated:
Name | Title | |
/s/ Mark Locke Mark Locke | Chief Executive Officer and Director (Principal Executive Officer) | |
* Nicholas Taylor | Chief Financial Officer (Principal Financial and Accounting Officer) | |
* David Levy | Chairman | |
* Albert Costa Centena | Director | |
* Gabriele Cipparrone | Director | |
* Niccolo de Masi | Director | |
* Harry L. You | Director | |
* Daniel Burns | Director | |
Name | Title | |
* Roxana Mirica | Director | |
/s/ Kimberly Williams-Bradley Kimberly Williams-Bradley | Director | |
/s/ Donald J. Puglisi Donald J. Puglisi | Authorized Representative in the United States | |
* /s/ Mark Locke |
| Mark Locke |
| Attorney-in-Fact |