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                              December 22, 2022

       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 amended filings 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 the prospectus.

       Schedule TO-I/A filed December 20, 2022

       General

   1.                                                   We note the revised 
disclosure that the Company is soliciting consents to amend the
                                                        Warrant Agreement to 
provide that any warrants not exercised during the offer period will
                                                        be automatically 
exercised on a cashless basis immediately upon expiration at a less
                                                        advantageous exercise 
price. We further note that although the offer is conditioned on
                                                        receiving consents from 
holders of more than 50% of the outstanding warrants, the
                                                        Company may waive this 
offer condition. If this offer condition is waived, warrant
                                                        holders who do not 
tender into the offer and exercise their warrants at the reduced exercise
                                                        price will remain 
subject to the original $11.50 exercise price. Please revise your
                                                        disclosure to state 
that if the Company waives the "consent condition," it will disseminate
                                                        revised disclosure to 
warrant holders and will additionally extend the offer period, if
 Ross M. Leff
Kirkland & Ellis LLP
December 22, 2022
Page 2
         necessary, to allow adequate time for them to consider the change and 
its impact. In our
         view, the waiver of that offer condition would require that at least 
five business days
         remain in the offer period from the time revised disclosure is 
disseminated.
2.       We note that if the consent solicitation is successful, the exercise 
price of the warrants will
         be reduced from $11.50 to an exercise price that is 74% of the 
volume-weighted average
         price of the ordinary shares for the one-Trading Day period on the 
NYSE on the second
         Trading Day before the Expiration Date (if such Reduced Exercise Price 
would be less
         than $11.50 per share), which one-Trading Day period is expected to be 
January 17,
         2023. Revise to describe how warrant holders will know the 
volume-weighted average
         price of the ordinary shares on the relevant date. For example, note 
whether the Company
         will issue a press release on the determination date and how warrant 
holders can access it
         on EDGAR.
3.       Disclose that warrant holders may withdraw their exercises during the 
offer period,
         consistent with the requirements of Rule 13e-4(f)(2), and explain the 
process for doing
         so.
        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.



FirstName LastNameRoss M. Leff                                  Sincerely,
Comapany NameKirkland & Ellis LLP
                                                                Division of 
Corporation Finance
December 22, 2022 Page 2                                        Office of 
Mergers & Acquisitions
FirstName LastName