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 |