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| CIK | 1834489 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Genius Sports Limited
SEC Filings (Chronological Order)
यह पृष्ठ SEC फाइलिंग की एक पूरी, कालानुक्रमिक सूची प्रदान करता है, ओनरशिप फाइलिंग को छोड़कर, जो हम अन्यत्र प्रदान करते हैं।
| August 6, 2025 |
Exhibit 99.1 PRELIMINARY NOTE The unaudited Condensed Consolidated Financial Statements as of and for the three and six months ended June 30, 2025 included herein, have been prepared in accordance with accounting principles accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial rep |
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| August 6, 2025 |
Exhibit 99.2 Genius Sports Reports 24% Group Revenue Growth, Record Group Adj. EBITDA and Increased Full-Year 2025 Guidance • Group Revenue of $118.7m, representing 24% growth year-over-year • Group Net Loss of ($53.9m) whilst Group Adj. EBITDA increased 64% year-over-year to a quarterly record of $34.2m • Group Revenue growth contributed to Group Adj. EBITDA at a 57% incremental margin • Group Ad |
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| August 6, 2025 |
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 August 6, 2025 Commission File Number: 001-40352 Genius Sports Limited (Translation of registrant’s name into English) Genius Sports Group 1st Floor, 27 Soho Square, London, England, W1D 3QR (Address of princip |
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| June 11, 2025 |
Exhibit 99.1 The National Football League Expands and Extends Strategic Partnership with Genius Sports In Multi-Year Deal • Genius Sports continues as the NFL’s exclusive distributor of official data feeds and watch & bet, powering Genius Sports’ BetVision product • Expanded partnership includes certain global digital advertising within BetVision as well as the NFL’s owned and operated digital pla |
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| June 11, 2025 |
WARRANT CERTIFICATE REPRESENTING WARRANTS TO PURCHASE SHARES GENIUS SPORTS LIMITED Exhibit 4.2 Execution Version THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH HEREUNDER. THIS WARRANT (AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT) IS SUBJECT TO TRANSFER RESTRICTIONS SE |
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| June 11, 2025 |
6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 June 11, 2025 Commission file number 001-40352 Genius Sports Limited (Translation of registrant’s name into English) Genius Sports Group 1st Floor, 27 Soho Square London, W1D-3QR (Address of principal execu |
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| June 11, 2025 |
WARRANT CERTIFICATE REPRESENTING WARRANTS TO PURCHASE SHARES GENIUS SPORTS LIMITED Exhibit 4.1 Execution Version THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH HEREUNDER. THIS WARRANT (AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT) IS SUBJECT TO TRANSFER RESTRICTIONS SE |
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| May 6, 2025 |
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 May 6, 2025 Commission File Number: 001-40352 Genius Sports Limited (Translation of registrant’s name into English) Genius Sports Group 1st Floor, 27 Soho Square, London, England, W1D 3QR (Address of principal |
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| May 6, 2025 |
Exhibit 99.2 Genius Sports Increases First Quarter Group Revenue and Group Adj. EBITDA by 20% and 188%, Respectively, and Maintains 2025 Outlook for 21% Group Revenue Growth and 20% Group Adj. EBITDA Margin • Group Revenue of $144m, representing 20% growth year-over-year • Group Net Loss significantly reduced to ($8m) whilst Group Adj. EBITDA nearly tripled year-over-year to $20m • Group Revenue g |
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| May 6, 2025 |
Exhibit 99.1 PRELIMINARY NOTE The unaudited Condensed Consolidated Financial Statements for the three months ended March 31, 2025 included herein, have been prepared in accordance with accounting principles accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting, with the |
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| April 25, 2025 |
NCAA and Genius Sports Expand Partnership Through 2032 Exhibit 99.1 NCAA and Genius Sports Expand Partnership Through 2032 • Genius Sports confirmed as the exclusive provider of official NCAA data to licensed sportsbooks for March Madness and all post-season tournaments through 2032. • NCAA LiveStats to remain free for all member schools, delivering trusted, real-time data for over 70,000 games each year. • GeniusIQ, a next-generation AI platform, wil |
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| April 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 April 25, 2025 Commission file number 001-40352 Genius Sports Limited (Translation of registrant’s name into English) Genius Sports Group 1st Floor, 27 Soho Square London, W1D-3QR (Address of principal executiv |
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| March 14, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Genius Sports Limited (Exact Name of Registrant as Specified in its Charter) Table 1: NEWLY REGISTERED SECURITIES Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (3) Maximum Aggregate Offering Price (3) Fee Rate Amount of Registration Fee Equity Ordinary Shares , par value $0. |
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| March 14, 2025 |
Exhibit 12.2 CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Nicholas Taylor, certify that: 1. I have reviewed this annual report on Form 20-F of Genius Sports Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to st |
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| March 14, 2025 |
Exhibit 4.3 September 14, 2023 To: Mark Locke Maven Top Holdings S.à r.l. (Apax) dMY Sponsor II LLC BY EMAIL Re: Amended and Restated Investor Rights Agreement Dear Shareholders, Reference is made to that certain Amended and Restated Investor Rights Agreement, dated as of April 26, 2021, by and among Mark Locke (the “Holder”), Genius Sports Limited, a company incorporated under the laws of Guernse |
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| March 14, 2025 |
Exhibit 2.2 DESCRIPTION OF SECURITIES The following description of the material terms of securities of Genius Sports Limited (the “Company,” “Genius,” “we,” “us” and “our”) includes a summary of specified provisions of Genius’s Amended and Restated Memorandum of Incorporation and Amended and Restated Articles of Incorporation (together, “Genius Governing Documents”). This description is qualified |
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| March 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES E |
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| March 14, 2025 |
Exhibit 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The certification set forth below is being submitted in connection with Genius Sports Limited’s annual report on Form 20-F for the year ended December 31, 2024 (the “Report”) for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange |
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| March 14, 2025 |
Exhibit 4.2 December 31, 2022 To: Mark Locke Maven Top Holdings S.à r.l. (Apax) Caledonia (Private) Investments Pty Ltd dMY Sponsor II LLC BY EMAIL Re: Amended and Restated Investor Rights Agreement Dear Shareholders Reference is made to that certain Amended and Restated Investor Rights Agreement, dated as of April 26, 2021, by and among you (the “Holder”), Genius Sports Limited, a company incorpo |
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| March 14, 2025 |
Exhibit 12.1 CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Mark Locke, certify that: 1. I have reviewed this annual report on Form 20-F of Genius Sports Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a |
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| March 14, 2025 |
As filed with the Securities and Exchange Commission on March 14, 2025 As filed with the Securities and Exchange Commission on March 14, 2025 Registration No. |
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| March 14, 2025 |
Policy for the Recovery of Erroneously Awarded Compensation Exhibit 97.1 Policy for the Recovery of Erroneously Awarded Compensation A. OVERVIEW Genius Sports Limited (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Company’s Board of Directors (the “Boa |
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| March 14, 2025 |
AMENDMENT TO GENIUS SPORTS LIMITED 2022 Omnibus Incentive Plan Exhibit 10.2 AMENDMENT TO GENIUS SPORTS LIMITED 2022 Omnibus Incentive Plan 1. This amendment to 2022 Omnibus Incentive Plan (the “Plan”) of Genius Sports Limited (the “Company”) is adopted by the Company’s Board of Directors effective as of November 6, 2024. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Plan. 2. Paragraph A of Section 4.1 of the Plan |
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| March 14, 2025 |
Exhibit 11.1 Insider Trading Policy Genius Sports Limited, together with its subsidiaries and affiliates (“Genius”, the “Company”, “we”, “us”), is committed to acting fairly and with integrity in all of our business dealings. This Insider Trading Policy (this “Policy”) enforces these values and is in place to prevent Insider Trading. This Policy applies to all Colleagues, including directors, offi |
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| March 14, 2025 |
Exhibit 13.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The certification set forth below is being submitted in connection with Genius Sports Limited’s annual report on Form 20-F for the year ended December 31, 2024 (the “Report”) for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange |
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| March 14, 2025 |
Consent of Independent Registered Public Accounting Firm Exhibit 15.1 Consent of Independent Registered Public Accounting Firm We hereby consent to the incorporation by reference in the Registration Statements on Form F-3 (No. 333-265466), Form F-3ASR (No. 333-279227), Form S-8 (No. 333-264254), Form S-8 (No. 333-266904), Form S-8 (No. 333-269093) and Form S-8 (No. 333-278001) of Genius Sports Limited (“the Company”) of our report dated March 14, 2025, |
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| March 14, 2025 |
SECOND AMENDMENT TO CREDIT AGREEMENT Exhibit 4.12 Execution Version SECOND AMENDMENT TO CREDIT AGREEMENT THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of March 7, 2025, amends that certain Credit Agreement, dated as of April 29, 2024, by and among, GENIUS SPORTS SS, LLC, a Delaware limited liability company (“Genius SS”), GENIUS SPORTS MEDIA INC., a Delaware corporation (“GS Media” and, together with Genius S |
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| March 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 March 4, 2025 Commission File Number: 001-40352 Genius Sports Limited (Translation of registrant’s name into English) Genius Sports Group 1st Floor, 27 Soho Square, London, W1D 3QR (Address of principal executi |
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| March 4, 2025 |
Exhibit 99.1 Genius Sports Reports Fourth Quarter and Full-Year 2024 Results and Announces 2025 Outlook for 21% Group Revenue Growth and 20% Group Adj. EBITDA Margin • Group Revenue of $176m in Q4 and $511m in the full year 2024, increasing 38% and 24% year-over-year, respectively • Group Net Loss of $28m in Q4 and $63m in the full-year 2024, representing a year-over-year improvement of 27% and 26 |
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| January 16, 2025 |
Genius Sports Limited 17,647,059 Ordinary Shares Underwriting Agreement Exhibit 1.1 Genius Sports Limited 17,647,059 Ordinary Shares Underwriting Agreement January 14, 2025 BTIG, LLC As representatives (the “Representatives”) of the several Underwriters named in Schedule I hereto, c/o BTIG, LLC 65 East 55th Street New York, New York 10022 Ladies and Gentlemen: Genius Sports Limited, a company incorporated under the laws of Guernsey (the “Company”), proposes, subject t |
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| January 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 January 14, 2025 Commission file number 001-40352 Genius Sports Limited (Translation of registrant’s name into English) Genius Sports Group 1st Floor, 27 Soho Square London, W1D-3QR (Address of principal execut |
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| January 15, 2025 |
17,647,059 Ordinary Shares Genius Sports Limited FILED PURSUANT TO RULE 424(B)(5) UNDER THE SECURITIES ACT OF 1933 IN CONNECTION WITH REGISTRATION NO. |
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| January 15, 2025 |
Exhibit 107 EX-FILING FEES Calculation of Filing Fee Tables 424(b)(5) (Form Type) Genius Sports Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to Be Paid Equity Ordinary Shares, par value $0. |
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| December 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 December 2024 Commission File Number: 001-40352 Genius Sports Limited (Translation of registrant’s name into English) Genius Sports Group 1st Floor, 27 Soho Square, London, W1D 3QR (Address of principal executi |
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| November 14, 2024 |
GENI / Genius Sports Limited / GRANAHAN INVESTMENT MANAGEMENT INC/MA Passive Investment SC 13G/A 1 fp0090935-10sc13ga.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 1)* Genius Sports Limited (Name of Issuer) Ordinary Shares, par value $0.01 (Title of Class of Securities) G3934V109 (CUSIP |
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| November 14, 2024 |
GENI / Genius Sports Limited / Locke Mark - SC 13G/A Passive Investment SC 13G/A 1 d900530dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3)* Genius Sports Limited (Name of Issuer) Ordinary Shares, par value $0.01 per share (Title of Class of Securities) G3934V109 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Ch |
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| November 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 November 12, 2024 Commission File Number: 001-40352 Genius Sports Limited (Translation of registrant’s name into English) Genius Sports Group 1st Floor, 27 Soho Square, London, W1D 3QR (Address of principal exe |
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| November 12, 2024 |
Exhibit 99.2 Genius Sports Reports Third Quarter Results Above Expectations and Raises Full-Year 2024 Group Revenue and Adj. EBITDA Growth Outlook to 24% and 61%, Respectively • Group Revenue of $120m, exceeding third quarter guidance of $119m, representing 18% growth year-over-year • Group Net Income of $13m and Group Adj. EBITDA of $26m, exceeding guidance of $25m and increasing 45% year-over-ye |
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| November 12, 2024 |
Exhibit 99.1 PRELIMINARY NOTE The unaudited Condensed Consolidated Financial Statements for the three and nine months ended September 30, 2024 included herein, have been prepared in accordance with accounting principles accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporti |
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| November 12, 2024 |
SC 13G 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Genius Sports Ltd. (Name of Issuer) Common Stock (Title of Class of Securities) G3934V109 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des |
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| November 7, 2024 |
FORM OF PROXY FOR SHAREHOLDERS Exhibit 99.2 FORM OF PROXY FOR SHAREHOLDERS YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. Vote by Internet QUICK EASY IMMEDIATE 24 Hours a Day, 7 Days a Week or by Mail GENIUS SPORTS LIMITED Your Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card. Votes submitted electronically over the Internet must be received by 1 |
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| November 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2024 Commission File Number: 001-40352 Genius Sports Limited (Translation of registrant’s name into English) Genius Sports Group 1st Floor 27 Soho Square, London, England, W1D 3QR (Add |
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| November 7, 2024 |
Exhibit 99.1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IT CONTAINS PROPOSALS RELATING TO THE COMPANY ON WHICH YOU ARE BEING ASKED TO VOTE. If you are in any doubt about the action to be taken, you are recommended to immediately seek your own personal financial advice from an appropriately qualified adviser licensed pursuant to the Protection of Investors (Bailiwick of Guern |
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| October 30, 2024 |
GENI / Genius Sports Limited / APAX IX GP CO. Ltd - SC 13G/A Passive Investment SC 13G/A 1 d887727dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* Genius Sports Limited (Name of Issuer) Ordinary Shares, par value $0.01 per share (Title of Class of Securities) G3934V109 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Ch |
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| October 2, 2024 |
6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 October 2024 Commission File Number: 001-40352 Genius Sports Limited (Translation of registrant’s name into English) Genius Sports Group 1st Floor 27 Soho Square, London, England, W1D 3QR (Address of princi |
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| October 2, 2024 |
Genius Sports Announces New Board Appointment: Robert J. Bach appointed as an Independent Director EX-99.1 Exhibit 99.1 Genius Sports Announces New Board Appointment: Robert J. Bach appointed as an Independent Director NEW YORK & LONDON, 2 October - Genius Sports Limited (NYSE:GENI) (“Genius Sports”), the official data, technology and commercial partner that powers the global ecosystem connecting sports, betting, and media, today announces the appointment of Robert J. (Robbie) Bach to the Geniu |
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| September 20, 2024 |
Ross M. Leff, P.C. To Call Writer Directly: +1 212 446 4947 [email protected] 601 Lexington Avenue New York, NY 10022 United States +1 212 446 4800 www.kirkland.com Facsimile: +1 212 446 4900 September 20, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, NE Washington, D.C. 20549 Attn: Robert Shapiro and Doug Jones Re: |
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| August 14, 2024 |
CORRESP Ross M. Leff, P.C. To Call Writer Directly: +1 212 446 4947 [email protected] 601 Lexington Avenue New York, NY 10022 United States +1 212 446 4800 www.kirkland.com Facsimile: +1 212 446 4900 August 14, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, NE Washington, D.C. 20549 Attn: Robert Shapiro and Doug |
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| August 6, 2024 |
EX-99.1 Exhibit 99.1 PRELIMINARY NOTE The unaudited Condensed Consolidated Financial Statements for the six month period ended June 30, 2024 included herein, have been prepared in accordance with accounting principles accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting |
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| August 6, 2024 |
EX-99.2 Exhibit 99.2 Genius Sports Beats Second Quarter Revenue Guidance and Expects to Reaccelerate Growth with Increased 2024 Outlook • Group Revenue of $95m, exceeding second quarter guidance of $94m • Group Net Loss of ($22m) and Group Adj. EBITDA of $21m, meeting guidance of $21m • Raised 2024 Group Revenue and Adj. EBITDA guidance to $510m and $85m, respectively, representing growth of 23% a |
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| August 6, 2024 |
FIRST AMENDMENT TO CREDIT AGREEMENT EX-10.1 Exhibit 10.1 Execution Version FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of July 10, 2024, amends that certain Credit Agreement, dated as of April 29, 2024, by and among, GENIUS SPORTS SS, LLC, a Delaware limited liability company (“Genius SS”), GENIUS SPORTS MEDIA INC., a Delaware corporation (“GS Media” and, together with Ge |
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| August 6, 2024 |
6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 August 6, 2024 Commission File Number: 001-40352 Genius Sports Limited (Translation of registrant’s name into English) Genius Sports Group 1st Floor, 27 Soho Square, London, W1D 3QR (Address of principal ex |
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| June 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 June 2024 Commission File Number: 001-40352 Genius Sports Limited (Translation of registrant’s name into English) Genius Sports Group 1st Floor 27 Soho Square, London, England, W1D 3QR (Address of principal exe |
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| June 20, 2024 |
6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 June 2024 Commission File Number: 001-40352 Genius Sports Limited (Translation of registrant’s name into English) Genius Sports Group 1st Floor 27 Soho Square, London, England, W1D 3QR (Address of principal |
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| June 20, 2024 |
Exhibit 99.1 Genius Sports Announces New Board Appointments: Ken Kay Appointed Chair, Claire Valoti Joins as Independent Director, and David Levy Moves to Advisory Role • Kenneth Kay, seasoned corporate executive across three decades of Chief Financial Officer experience and Genius Sports Independent Director, appointed as Chair of the Board of Directors • Claire Valoti, former Vice President, Int |
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| May 8, 2024 |
Exhibit 10.1 EXECUTION VERSION CREDIT AGREEMENT dated as of April 29, 2024 among GENIUS SPORTS SS, LLC, GENIUS SPORTS MEDIA INC., GENIUS SPORTS TECHNOLOGIES LIMITED and GENIUS SPORTS UK LIMITED, as the Borrowers, THE OTHER LOAN PARTIES PARTY HERETO, THE LENDERS PARTY HERETO, and CITIBANK, N.A., as Administrative Agent CITIBANK, N.A., as a Joint Lead Arranger and Sole Bookrunner, and DEUTSCHE BANK |
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| May 8, 2024 |
Genius Sports Limited as the Company as Trustee Senior Indenture Dated as of [•], [•] Exhibit 4.1 Genius Sports Limited as the Company and [•] as Trustee Senior Indenture Dated as of [•], [•] TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01. Definitions 1 Section 1.02. Other Definitions 4 Section 1.03. Incorporation by Reference of Trust Indenture Act 5 Section 1.04. Rules of Construction 5 ARTICLE 2 THE SECURITIES Section 2.01. Form and Dati |
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| May 8, 2024 |
Exhibit 99.1 PRELIMINARY NOTE The unaudited Condensed Consolidated Financial Statements for the three month period ended March 31, 2024 included herein, have been prepared in accordance with accounting principles accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. The |
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| May 8, 2024 |
As filed with the Securities and Exchange Commission on May 8, 2024 Table of Contents As filed with the Securities and Exchange Commission on May 8, 2024 Registration No. |
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| May 8, 2024 |
Exhibit 107 EX-FILING FEES Calculation of Filing Fee Tables FORM F-3 (Form Type) Genius Sports Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Equity Ordinary Shares, nominal value $0. |
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| May 8, 2024 |
Genius Sports Limited as the Company as Trustee Subordinated Indenture Dated as of [•], [•] Exhibit 4.2 Genius Sports Limited as the Company and [•] as Trustee Subordinated Indenture Dated as of [•], [•] TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01. Definitions 1 Section 1.02. Other Definitions 5 Section 1.03. Incorporation by Reference of Trust Indenture Act 5 Section 1.04. Rules of Construction 6 ARTICLE 2 THE SECURITIES Section 2.01. Form an |
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| May 8, 2024 |
Exhibit 99.2 Genius Sports Reports First Quarter Results Above Expectations and Raises 2024 Group Revenue and Adj. EBITDA Guidance • Group Revenue of $120m, exceeding first quarter guidance of $117m • Group Net Loss of ($26m) and Group Adj. EBITDA of $7m, exceeding guidance of $6m • Raised 2024 Group Revenue and Adj. EBITDA guidance to $500m and $82m, respectively, up from prior guidance of $480m |
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| May 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 May 8, 2024 Commission File Number: 001-40352 Genius Sports Limited (Translation of registrant’s name into English) Genius Sports Group 1st Floor, 27 Soho Square, London, W1D 3QR (Address of principal executive |
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| April 1, 2024 |
6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 April 2024 Commission File Number: 001-40352 Genius Sports Limited (Translation of registrant’s name into English) Genius Sports Group 1st Floor 27 Soho Square, London, England, W1D 3QR (Address of principa |
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| April 1, 2024 |
Genius Sports Announces Resignation of a Member of the Board of Directors Exhibit 99.1 Genius Sports Announces Resignation of a Member of the Board of Directors NEW YORK, US & LONDON, UK 1 April 2024 – Genius Sports Limited (“Genius Sports”) announced today that Gabriele Cipparrone, partner at Apax Partners LLP (“Apax”), will resign from its Board of Directors effective 8 April 2024, following a reduction in holdings in Genius Sports by funds advised by Apax (“Apax Fund |
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| March 15, 2024 |
Exhibit 4.3 December 31, 2022 To: Mark Locke Maven Top Holdings S.à r.l. (Apax) Caledonia (Private) Investments Pty Ltd dMY Sponsor II LLC BY EMAIL Re: Amended and Restated Investor Rights Agreement Dear Shareholders Reference is made to that certain Amended and Restated Investor Rights Agreement, dated as of April 26, 2021, by and among you (the “Holder”), Genius Sports Limited, a company incorpo |
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| March 15, 2024 |
EX-12.1 Exhibit 12.1 CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Mark Locke, certify that: 1. I have reviewed this annual report on Form 20-F of Genius Sports Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to |
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| March 15, 2024 |
EX-13.2 Exhibit 13.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The certification set forth below is being submitted in connection with Genius Sports Limited’s annual report on Form 20-F for the year ended December 31, 2023 (the “Report”) for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities |
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| March 15, 2024 |
Consent of Independent Registered Public Accounting Firm Exhibit 15.1 Consent of Independent Registered Public Accounting Firm We hereby consent to the use in the Annual Report on Form 20-F of our report dated March 15, 2024, relating to the consolidated financial statements of Genius Sports Limited, which is contained in this Annual Report. We hereby consent to the incorporation by reference in the Registration Statements on Form F-3 (No. 333-265466), |
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| March 15, 2024 |
As filed with the Securities and Exchange Commission on March 15, 2024. As filed with the Securities and Exchange Commission on March 15, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GENIUS SPORTS LIMITED (Exact name of registrant as specified in its charter) Island of Guernsey 98-1583958 (State or other jurisdiction of incorporation or organization) |
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| March 15, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) O |
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| March 15, 2024 |
Exhibit 4.4 September 14, 2023 To: Mark Locke Maven Top Holdings S.à r.l. (Apax) dMY Sponsor II LLC BY EMAIL Re: Amended and Restated Investor Rights Agreement Dear Shareholders, Reference is made to that certain Amended and Restated Investor Rights Agreement, dated as of April 26, 2021, by and among Mark Locke (the “Holder”), Genius Sports Limited, a company incorporated under the laws of Guernse |
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| March 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 March 15, 2024 Commission File Number: 001-40352 Genius Sports Limited (Translation of registrant’s name into English) Genius Sports Group 1st Floor, 27 Soho Square, London, W1D 3QR (Address of principal execut |
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| March 15, 2024 |
EX-13.1 Exhibit 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The certification set forth below is being submitted in connection with Genius Sports Limited’s annual report on Form 20-F for the year ended December 31, 2023 (the “Report”) for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities |
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| March 15, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Genius Sports Limited (Exact Name of Registrant as Specified in its Charter) Table 1: NEWLY REGISTERED SECURITIES Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(3) Maximum Aggregate Offering Price(3) Fee Rate Amount of Registration Fee Equity Ordinary Shares, par value $0. |
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| March 15, 2024 |
Genius Sports Announces Availability of its 2023 Annual Report on Form 20-F Exhibit 99.1 Genius Sports Announces Availability of its 2023 Annual Report on Form 20-F LONDON & NEW YORK, March 15, 2024 – Genius Sports Limited (“Genius Sports”) (NYSE:GENI), today announced that its Annual Report on Form 20-F for the fiscal year ended December 31, 2023 has been filed with the Securities and Exchange Commission. The annual report on Form 20-F can be accessed on the Company’s In |
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| March 15, 2024 |
EX-12.2 Exhibit 12.2 CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Nicholas Taylor, certify that: 1. I have reviewed this annual report on Form 20-F of Genius Sports Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or om |
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| March 15, 2024 |
Exhibit 2.2 DESCRIPTION OF SECURITIES The following description of the material terms of securities of Genius Sports Limited (the “Company,” “Genius,” “we,” “us” and “our”) includes a summary of specified provisions of Genius’s Amended and Restated Memorandum of Incorporation and Amended and Restated Articles of Incorporation (together, “Genius Governing Documents”). This description is qualified |
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| March 15, 2024 |
Policy for the Recovery of Erroneously Awarded Compensation Exhibit 97.1 Policy for the Recovery of Erroneously Awarded Compensation A. OVERVIEW Genius Sports Limited (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Company’s Board of Directors (the “Boa |
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| March 6, 2024 |
6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 March 6, 2024 Commission File Number: 001-40352 Genius Sports Limited (Translation of registrant’s name into English) Genius Sports Group 1st Floor, 27 Soho Square, London, W1D 3QR (Address of principal exe |
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| March 6, 2024 |
EX-99.1 Exhibit 99.1 Genius Sports Reports Fourth Quarter and Full-Year Results Above Expectations and Announces 2024 Outlook for Group Revenue Growth and Adj. EBITDA Margin Expansion • 2023 Group Revenue increased 21% to $413m, exceeding initial guidance of $391m • 2023 Group Adj. EBITDA more-than-tripled to $53m, also exceeding initial guidance of $41m (Group Net Loss of $86m) • 2023 Group Adj. |
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| February 14, 2024 |
GENI / Genius Sports Limited / Locke Mark - SC 13G/A Passive Investment SC 13G/A 1 d777814dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* Genius Sports Limited (Name of Issuer) Ordinary Shares, par value $0.01 per share (Title of Class of Securities) G3934V109 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Che |
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| February 14, 2024 |
GENI / Genius Sports Limited / Caledonia (Private) Investments Pty Ltd Passive Investment SC 13G/A 1 caledonia-geni123123a2.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Genius Sports Limited (Name of Issuer) Ordinary Shares (Title of Class of Securities) G3934V109 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to de |
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| February 14, 2024 |
GENI / Genius Sports Limited / GRANAHAN INVESTMENT MANAGEMENT INC/MA Passive Investment SC 13G 1 fp0086874-14sc13g.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 0)* Genius Sports Limited (Name of Issuer) Ordinary Shares, par value $0.01 (Title of Class of Securities) G3934V109 (CUSIP Nu |
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| February 12, 2024 |
GENI / Genius Sports Limited / APAX IX GP CO. Ltd - SC 13G/A Passive Investment SC 13G/A 1 d749317dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Genius Sports Limited (Name of Issuer) Ordinary Shares, par value $0.01 per share (Title of Class of Securities) G3934V109 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Che |
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| December 6, 2023 |
6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 December 2023 Commission File Number: 001-40352 Genius Sports Limited (Translation of registrant’s name into English) Genius Sports Group 1st Floor, 27 Soho Square, London, W1D 3QR (Address of principal exe |
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| November 13, 2023 |
EX-99.1 Exhibit 99.1 PRELIMINARY NOTE The unaudited Condensed Consolidated Financial Statements for the nine month period ended September 30, 2023 included herein, have been prepared in accordance with accounting principles accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial rep |
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| November 13, 2023 |
EX-99.2 Exhibit 99.2 Genius Sports Reports Third Quarter Results Ahead of Expectations and Raises Full-Year Revenue and Group Adj. EBITDA Guidance • Group Revenue of $102m, exceeding third quarter guidance of $100m and representing 29% year-on-year growth • Group Net Loss of ($12m) and Group Adj. EBITDA of $18m, exceeding third quarter guidance of $17m and representing 131% year-on-year growth • T |
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| November 13, 2023 |
6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 November 13, 2023 Commission File Number: 001-40352 Genius Sports Limited (Translation of registrant’s name into English) Genius Sports Group 1st Floor, 27 Soho Square, London, W1D 3QR (Address of principal |
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| November 6, 2023 |
EX-99.2 Exhibit 99.2 YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. Vote by Internet QUICK EASY IMMEDIATE 24 Hours a Day, 7 Days a Week or by Mail GENIUS SPORTS LIMITED Your Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card. Votes submitted electronically over the Internet must be received by 11:59 p.m., Eastern Time |
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| November 6, 2023 |
EX-99.1 Table of Contents Exhibit 99.1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IT CONTAINS PROPOSALS RELATING TO THE COMPANY ON WHICH YOU ARE BEING ASKED TO VOTE. If you are in any doubt about the action to be taken, you are recommended to immediately seek your own personal financial advice from an appropriately qualified adviser licensed pursuant to the Protection of Inv |
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| November 6, 2023 |
6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 November 2023 Commission File Number: 001-40352 Genius Sports Limited (Translation of registrant’s name into English) Genius Sports Group 1st Floor 27 Soho Square, London, England, W1D 3QR (Address of princ |
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| September 18, 2023 |
20,000,000 Ordinary Shares Genius Sports Limited Table of Contents FILED PURSUANT TO RULE 424(b)(4) UNDER THE SECURITIES ACT OF 1933 IN CONNECTION WITH REGISTRATION NO. |
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| September 18, 2023 |
Genius Sports Limited 20,000,000 Ordinary Shares Underwriting Agreement Exhibit 1.1 Genius Sports Limited 20,000,000 Ordinary Shares Underwriting Agreement September 14, 2023 Goldman Sachs & Co. LLC c/o Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282 Ladies and Gentlemen: The shareholder named in Schedule II hereto (the “Selling Shareholder”) of Genius Sports Limited, a company incorporated under the laws of Guernsey (the “Company”), proposes, subje |
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| September 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 September 18, 2023 Commission File Number: 001-40352 Genius Sports Limited (Translation of registrant’s name into English) Genius Sports Group 1st Floor, 27 Soho Square, London, W1D 3QR (Address of principal ex |
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| September 14, 2023 |
Exhibit 99.1 PRELIMINARY NOTE The unaudited Condensed Consolidated Financial Statements for the six month period ended June 30, 2023 included herein, have been prepared in accordance with accounting principles accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. The co |
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| September 14, 2023 |
Subject to Completion Preliminary Prospectus Supplement, dated September 14, 2023 424B4 Table of Contents FILED PURSUANT TO RULE 424(b)(4) UNDER THE SECURITIES ACT OF 1933 IN CONNECTION WITH REGISTRATION NO. |
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| September 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K /A (Amendment No. 1) REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 September 13 , 2023 Commission File Number: 001-40352 Genius Sports Limited (Translation of registrant’s name into English) Genius Sports Group 1st Floor, 27 Soho Square, London, W1D 3QR (A |
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| August 7, 2023 |
EX-99.1 Exhibit 99.1 PRELIMINARY NOTE The unaudited Condensed Consolidated Financial Statements for the six month period ended June 30, 2023 included herein, have been prepared in accordance with accounting principles accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting |
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| August 7, 2023 |
6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 August 7, 2023 Commission File Number: 001-40352 Genius Sports Limited (Translation of registrant’s name into English) Genius Sports Group 1st Floor, 27 Soho Square, London, W1D 3QR (Address of principal ex |
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| August 7, 2023 |
EX-99.2 Exhibit 99.2 Genius Sports Reports Second Quarter Results Ahead of Expectations and Raises Full-Year Revenue and Group Adj. EBITDA Guidance • Group Revenue of $87m, exceeding second quarter guidance of $80m • Group Net Loss of ($10m) and Group Adj. EBITDA of $16m, exceeding second quarter guidance of $14m • Year-to-date Group Adj. EBITDA more than quadrupled year-on-year to $24m • Raising |
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| May 9, 2023 |
6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 May 9, 2023 Commission File Number: 001-40352 Genius Sports Limited (Translation of registrant’s name into English) Genius Sports Group 1st Floor, 27 Soho Square, London, W1D 3QR (Address of principal execu |
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| May 9, 2023 |
EX-99.1 Exhibit 99.1 PRELIMINARY NOTE The unaudited Condensed Consolidated Financial Statements for the three month period ended March 31, 2023 included herein, have been prepared in accordance with accounting principles accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial report |
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| May 9, 2023 |
EX-99.2 Exhibit 99.2 Genius Sports Reports First Quarter Results Ahead of Expectations and Raises Full-Year Revenue and Group Adj. EBITDA Guidance • Group Revenue of $97.2m, exceeding first quarter guidance of $92.0m • Group Net Loss of ($25.2m) and Group Adj. EBITDA of $8.0m, exceeding first quarter guidance of $3.0m • 2023 Group Revenue and Adj. EBITDA outlook increased to $400m and $49m, respec |
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| March 30, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) O |
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| March 30, 2023 |
EX-13.1 Exhibit 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The certification set forth below is being submitted in connection with Genius Sports Limited’s annual report on Form 20-F for the year ended December 31, 2022 (the “Report”) for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities |
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| March 30, 2023 |
Consent of Independent Registered Public Accounting Firm EX-15.1 Exhibit 15.1 Consent of Independent Registered Public Accounting Firm We hereby consent to the use in the Annual Report on Form 20-F of our report dated March 30, 2023, relating to the consolidated financial statements of Genius Sports Limited, which is contained in this Annual Report. We hereby consent to the incorporation by reference in the Registration Statements on Form F-3 (No. 333-2 |
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| March 30, 2023 |
EX-4.3 Exhibit 4.3 December 31, 2022 To: Mark Locke Maven Top Holdings S.à r.l. (Apax) Caledonia (Private) Investments Pty Ltd dMY Sponsor II LLC BY EMAIL Re: Amended and Restated Investor Rights Agreement Dear Shareholders Reference is made to that certain Amended and Restated Investor Rights Agreement, dated as of April 26, 2021, by and among you (the “Holder”), Genius Sports Limited, a company |
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| March 30, 2023 |
EX-13.2 Exhibit 13.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The certification set forth below is being submitted in connection with Genius Sports Limited’s annual report on Form 20-F for the year ended December 31, 2022 (the “Report”) for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities |
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| March 30, 2023 |
EX-2.2 Exhibit 2.2 DESCRIPTION OF SECURITIES The following description of the material terms of securities of Genius Sports Limited (the “Company,” “Genius,” “we,” “us” and “our”) includes a summary of specified provisions of Genius’s Amended and Restated Memorandum of Incorporation and Amended and Restated Articles of Incorporation (together, “Genius Governing Documents”). This description is qua |
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| March 30, 2023 |
EX-12.2 Exhibit 12.2 CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Nicholas Taylor, certify that: 1. I have reviewed this annual report on Form 20-F of Genius Sports Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or om |
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| March 30, 2023 |
EX-12.1 Exhibit 12.1 CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Mark Locke, certify that: 1. I have reviewed this annual report on Form 20-F of Genius Sports Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to |
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| March 10, 2023 |
6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 March 10, 2023 Commission File Number: 001-40352 Genius Sports Limited (Translation of registrant’s name into English) Genius Sports Group 9th Floor, 10 Bloomsbury Way London, WC1A 2SL (Address of principal |
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| March 10, 2023 |
EX-99.1 Exhibit 99.1 Genius Sports Exceeds Group Revenue and Adj. EBITDA Outlook in 2022 and Reaffirms Expectations for over 150% Adj. EBITDA Growth in 2023 • Group Revenue of $341m and Group Adj. EBITDA of $16m in the year ended December 31, 2022, exceeding guidance of $340m and $15m, respectively • 2022 Group Revenue growth of 41% at constant currency ($361m at guidance exchange rate1 vs. guidan |
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| March 6, 2023 |
6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2023 Commission File Number: 001-40352 Genius Sports Limited (Translation of registrant’s name into English) Genius Sports Group 9th Floor, 10 Bloomsbury Way London, WC1A 2SL (Address |
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| March 6, 2023 |
EX-99.1 Exhibit 99.1 Genius Sports Announces New Board Appointments: Industry Veteran Ken Kay Named as Independent Director and Audit Committee Chair, and Caledonia’s Michael Messara Named as Independent Board Observer • Ken Kay joins Board as Independent Director, chair of the Audit Committee and member of Nominating and Corporate Governance Committee. Financial expert, with over three decades of |
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| February 14, 2023 |
GENI / Genius Sports Limited / Caledonia (Private) Investments Pty Ltd Passive Investment SC 13G/A 1 caledonia-geni123122a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Genius Sports Limited (Name of Issuer) Ordinary Shares, par value $0.01 per share (Title of Class of Securities) G3934V109 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Chec |
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| February 14, 2023 |
GENI / Genius Sports Limited / Locke Mark - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Genius Sports Limited (Name of Issuer) Ordinary Shares, par value $0.01 per share (Title of Class of Securities) G3934V109 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the Appropriate Box to De |
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| January 23, 2023 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on February 03, 2023, pursuant to the provisions of Rule 12d2-2 (a). |
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| January 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 January 20, 2023 Commission File Number: 001-40352 Genius Sports Limited (Translation of registrant’s name into English) Genius Sports Group 9th Floor, 10 Bloomsbury Way London, WC1A 2SL (Address of principal e |
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| January 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 6) GENIUS SPORTS LIMITED (Name of Subject Company and Filing Person (issuer)) Warrants to Acquire Ordinary Shares (Title of Class of Securities) G3934V 117 (CUSIP Number of Class of Securities) Genius Spo |
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| January 20, 2023 |
EX-99.1 3 d440342dex991.htm EX-99.1 Exhibit 99.1 Genius Sports Limited Announces Successful Completion of Exercise and Consent Solicitation Relating to its Warrants LONDON & NEW YORK, January 20, 2023 –– Genius Sports Limited (NYSE: GENI) (“Genius” or the “Company”) announced today the successful completion of its previously announced offer to exercise and solicitation of consents relating to the |
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| January 20, 2023 |
Table of Contents Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-268457 PROSPECTUS GENIUS SPORTS LIMITED Consent Solicitation for the Amendment to the Warrant Agreement Governing the Warrants of Genius Sports Limited THE CONSENT PERIOD (AS DEFINED BELOW) AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., EASTERN TIME, ON JANUARY 19, 2023, OR SUCH LATER TIME AND DATE TO WHICH WE MAY |
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| January 20, 2023 |
Exhibit 4.1 Execution Version AMENDMENT NO. 2 TO WARRANT AGREEMENT This Amendment (this “Amendment”) is made as of January 20, 2023, by and between Genius Sports Limited, incorporated under the laws of Guernsey as a non-cellular company limited by shares (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), and constitutes |
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| January 18, 2023 |
Exhibit (a)(5)(E) Genius Sports Limited Announces the Reduced Exercise Price in the Previously Announced Consent Solicitation LONDON & NEW YORK, January 18, 2023 –– Genius Sports Limited (NYSE: GENI) (“Genius” or the “Company”) announced today the Reduced Exercise Price and Automatic Exercise Price (each as defined below) in connection with its previously announced offer to exercise, and solicitation of consents relating to, the Company’s outstanding warrants. |
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| January 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 5) GENIUS SPORTS LIMITED (Name of Subject Company and Filing Person (issuer)) Warrants to Acquire Ordinary Shares (Title of Class of Securities) G3934V 117 (CUSIP Number of Class of Securities) Genius Spo |
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| January 13, 2023 |
Genius Sports Limited 10 Bloomsbury Way, 9th Floor London, United Kingdom WC1A 2SL January 13, 2023 Genius Sports Limited 10 Bloomsbury Way, 9th Floor London, United Kingdom WC1A 2SL January 13, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N. |
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| January 6, 2023 |
CORRESP 1 filename1.htm 601 Lexington Avenue New York, NY 10022 United States Facsimile: +1 212 446 4800 +1 212 446 4900 www.kirkland.com January 6, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, NE Washington, D.C. 20549 Attn: Christina Chalk Re: Genius Sports Ltd Schedule TO-I/A filed December 30, 2022 SEC File No. 5-935 |
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| January 6, 2023 |
SC TO-I/A 1 d434589dsctoia.htm SC TO-I/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4) GENIUS SPORTS LIMITED (Name of Subject Company and Filing Person (issuer)) Warrants to Acquire Ordinary Shares (Title of Class of Securities) G3934V 117 (CUSIP |
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| January 6, 2023 |
As filed with the Securities and Exchange Commission on January 6, 2023 Table of Contents As filed with the Securities and Exchange Commission on January 6, 2023 Registration No. |
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| December 30, 2022 |
As filed with the Securities and Exchange Commission on December 30, 2022. S-8 As filed with the Securities and Exchange Commission on December 30, 2022. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GENIUS SPORTS LIMITED (Exact name of registrant as specified in its charter) Island of Guernsey 98-1583958 (State or other Jurisdiction of Incorporation Or Organi |
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| December 30, 2022 |
Calculation of Filing Fee Tables EX-FILING FEES 4 d422927dexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Genius Sports Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(3) Maximum Aggregate Offering Price(3) Fee Ra |
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| December 30, 2022 |
601 Lexington Avenue New York, NY 10022 United States +1 212 446 4800 CORRESP 1 filename1.htm 601 Lexington Avenue New York, NY 10022 United States +1 212 446 4800 www.kirkland.com Facsimile: +1 212 446 4900 December 30, 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 Schedule TO-I/A filed December 20, 2022 For |
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| December 30, 2022 |
As filed with the Securities and Exchange Commission on December 30, 2022 F-4/A Table of Contents As filed with the Securities and Exchange Commission on December 30, 2022 Registration No. |
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| December 30, 2022 |
SC TO-I/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) GENIUS SPORTS LIMITED (Name of Subject Company and Filing Person (issuer)) Warrants to Acquire Ordinary Shares (Title of Class of Securities) G3934V 117 (CUSIP Number of Class of Securities) |
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| December 21, 2022 |
Genius Sports Limited 10 Bloomsbury Way, 9th Floor London, United Kingdom WC1A 2SL RW Genius Sports Limited 10 Bloomsbury Way, 9th Floor London, United Kingdom WC1A 2SL December 20, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| December 20, 2022 |
As filed with the Securities and Exchange Commission on December 20, 2022 F-4/A Table of Contents As filed with the Securities and Exchange Commission on December 20, 2022 Registration No. |
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| December 20, 2022 |
Exhibit 10.1 Genius Sports Limited Amended and Restated Solicitation Agent Agreement New York, New York December 20, 2022 BofA Securities, Inc., as Solicitation Agent c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 Ladies and Gentlemen: Genius Sports Limited, a non-cellular company limited by shares incorporated and registered under the laws of the Island of Guernsey (the ?Compa |
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| December 20, 2022 |
Exhibit 4.2 GENIUS SPORTS LIMITED 9th Floor, 10 Bloomsbury Way London, WC1A 2SL December 20, 2022 To the Holders of the Warrants (NYSE: GENI WS): Reference is made to our letter sent to holders of our Warrants on November 18, 2022, whereby we informed holders that Genius Sports Limited (the ?Company?) was (i) reducing the warrant exercise price, (ii) providing holders the option to exercise their |
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| December 20, 2022 |
Genius Sports Limited Announces Filing of Amended Registration Statement on Form Exhibit 99.1 Genius Sports Limited Announces Filing of Amended Registration Statement on Form F-4 Regarding Certain Amendments to its Previously Announced Warrant Consent Solicitation LONDON & NEW YORK, December 20, 2022 ? Genius Sports Limited (NYSE: GENI) (?Genius? or the ?Company?) today announced that it has filed an amended Registration Statement on Form F-4 regarding the amended terms of its |
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| December 20, 2022 |
6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 December 20, 2022 Commission File Number: 001-40352 Genius Sports Limited (Translation of registrant’s name into English) Genius Sports Group 9th Floor, 10 Bloomsbury Way London, WC1A 2SL (Address of princi |
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| December 20, 2022 |
Exhibit 4.1 AMENDED AND RESTATED AMENDMENT NO. 1 TO WARRANT AGREEMENT This Amended and Restated Amendment (this ?Amendment?) is made as of December 20, 2022, by and between Genius Sports Limited, incorporated under the laws of Guernsey as a non-cellular company limited by shares (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the ?Warrant |
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| December 20, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) GENIUS SPORTS LIMITED (Name of Subject Company and Filing Person (issuer)) Warrants to Acquire Ordinary Shares (Title of Class of Securities) G3934V 117 (CUSIP Number of Class of Securities) Genius Spo |
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| December 20, 2022 |
CORRESP 1 filename1.htm 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 No |
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| December 19, 2022 |
6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 December 2022 Commission File Number: 001-40352 Genius Sports Limited (Translation of registrant’s name into English) Genius Sports Group 9th Floor, 10 Bloomsbury Way London, WC1A 2SL (Address of principal |
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| December 16, 2022 |
SC TO-I/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 1 GENIUS SPORTS LIMITED (Name of Subject Company and Filing Person (issuer)) Warrants to Acquire Ordinary Shares (Title of Class of Securities) G3934V 117 (CUSIP Number of Class of Securities) Ge |
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| December 16, 2022 |
EX-FILING FEES Calculation of Filing Fee Table Form SC TO-I (Form Type) GENIUS SPORTS LIMITED (Exact Name of Registrant as Specified in its Charter) Table 1 - Transaction Valuation Transaction Valuation(1) Fee Rate Amount of Filing Fee(2) Fees to Be Paid $6,331,015. |
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| December 16, 2022 |
Genius Sports Limited Announces Extension of Consent Solicitation Relating to Warrants EX-99.(a)(5)(C) Exhibit (a)(5)(C) Genius Sports Limited Announces Extension of Consent Solicitation Relating to Warrants LONDON & NEW YORK, December 16, 2022 — Genius Sports Limited (NYSE: GENI) (“Genius” or the “Company”) today announced the extension of its previously-announced solicitation of consents (the “Consent Solicitation”) from holders of the Company’s outstanding warrants. The Expiratio |
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| December 2, 2022 |
601 Lexington Avenue New York, NY 10022 United States +1 212 446 4800 CORRESP 1 filename1.htm 601 Lexington Avenue New York, NY 10022 United States +1 212 446 4800 www.kirkland.com Facsimile: +1 212 446 4900 December 2, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attn: Christina Chalk Re: Genius Sports Ltd Schedule TO-I filed November 18, 2022 SEC File No. 5-93523 Form F-4 filed November 1 |
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| November 29, 2022 |
EX-99.1 Exhibit 99.1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IT CONTAINS PROPOSALS RELATING TO THE COMPANY ON WHICH YOU ARE BEING ASKED TO VOTE. If you are in any doubt about the action to be taken, you are recommended to immediately seek your own personal financial advice from an appropriately qualified adviser licensed pursuant to the Protection of Investors (Bailiwick |
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| November 29, 2022 |
EX-99.2 Exhibit 99.2 YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. IMMEDIATE Vote by—Internet 24 Hours—a QUICK Day, 7 Days a Week EASY or by Mail GENIUS SPORTS LIMITED to Your vote Internet your shares vote authorizes in the same the manner named as proxies if you marked, Votes submitted signed and electronically returned your over proxy the Internet card. must on December be received 18, 2022 by. 11 |
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| November 29, 2022 |
6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 November 2022 Commission File Number: 001-40352 Genius Sports Limited (Translation of registrant’s name into English) Genius Sports Group 9th Floor, 10 Bloomsbury Way London, WC1A 2SL (Address of principal |
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| November 23, 2022 |
Powers of Attorney (included on signature page to the registration statement).* Table of Contents As filed with the Securities and Exchange Commission on November 23, 2022 Registration No. |
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| November 23, 2022 |
Exhibit 107 Calculation of Filing Fee Table Form F-3 (Form Type) GENIUS SPORTS LIMITED (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to be paid Equity Ordinary Shares, par value $0. |
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| November 18, 2022 |
Calculation of Filing Fee Table Form SC TO-I (Form Type) GENIUS SPORTS LIMITED (Exact Name of Registrant as Specified in its Charter) Table 1 - Transaction Valuation Transaction Valuation(1) Fee Rate Amount of Filing Fee(2) Fees to Be Paid $6,331,015. |
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| November 18, 2022 |
Genius Sports Limited Announces Commencement of Consent Solicitation Relating to Warrants Exhibit 99.1 Genius Sports Limited Announces Commencement of Consent Solicitation Relating to Warrants LONDON & NEW YORK, November 18, 2022 ? Genius Sports Limited (NYSE: GENI) (?Genius? or the ?Company?) today announced that it has commenced a solicitation of consents (the ?Consent Solicitation?) from holders of the Company?s outstanding warrants as of November 16, 2022 to amend the Exercise Peri |
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| November 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 GENIUS SPORTS LIMITED (Name of Subject Company and Filing Person (issuer)) Warrants to Acquire Ordinary Shares (Title of Class of Securities) G3934V 117 (CUSIP Number of Class of Securities) Genius Sports Group 10 Bloom |
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| November 18, 2022 |
Exhibit 107 Calculation of Filing Fee Table Form F-4 (Form Type) GENIUS SPORTS LIMITED (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to be paid Equity Ordinary Shares, par value $0. |
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| November 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 November 18, 2022 Commission File Number: 001-40352 Genius Sports Limited (Translation of registrant?s name into English) Genius Sports Group 9th Floor, 10 Bloomsbury Way London, WC1A 2SL (Address of principal |
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| November 18, 2022 |
Table of Contents As filed with the Securities and Exchange Commission on November 18, 2022 Registration No. |
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| November 18, 2022 |
Exhibit 4.2 GENIUS SPORTS LIMITED 9th Floor, 10 Bloomsbury Way London, WC1A 2SL November 18, 2022 To the Holders of the Warrants (NYSE: GENI WS): This letter is to inform you that Genius Sports Limited (the ?Company?) is hereby, in accordance with the terms of the warrant agreement, dated as of August 13, 2020 (as amended, supplemented or otherwise modified to date, the ?Warrant Agreement?), lower |
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| November 18, 2022 |
Exhibit 4.1 AMENDMENT NO. 1 TO WARRANT AGREEMENT This Amendment (this ?Amendment?) is made as of November 18, 2022, by and between Genius Sports Limited, incorporated under the laws of Guernsey as a non-cellular company limited by shares (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the ?Warrant Agent?), and constitutes an amendment to t |
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| November 18, 2022 |
Exhibit 10.1 Genius Sports Limited Solicitation Agent Agreement New York, New York November 18, 2022 BofA Securities, Inc., as Solicitation Agent c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 Ladies and Gentlemen: Genius Sports Limited, a non-cellular company limited by shares incorporated and registered under the laws of the Island of Guernsey (the ?Company? or ?we?), plans t |
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| November 10, 2022 |
EX-13.1 Exhibit 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The certification set forth below is being submitted in connection with Genius Sports Limited’s annual report on Form 20-F for the year ended December 31, 2021 (the “Report”) for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities |
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| November 10, 2022 |
EX-99.2 Exhibit 99.2 Genius Sports Reports Group Revenue and Adj. EBITDA Ahead of Guidance Through First Three Quarters of 2022 • Genius reported Group Revenue of $235.7m and Group Adj. EBITDA of $13.1m in the nine months ended September 30, 2022, beating guidance of $231.0m and $12.0m, respectively • Strong annual growth of Third Quarter Group Revenue, increasing 28% at constant currency to $78.7 |
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| November 10, 2022 |
EX-15.1 Exhibit 15.1 Consent of Independent Registered Public Accounting Firm We hereby consent to the use in the Annual Report on Form 20-F/A and the incorporation by reference in the registration statements on Form F-3 (File No: 333-265466) and on Form S-8 (File Nos: 333-264254 and 333-266904) of our report dated March 18, 2022 except for Note 1 (Restatement of Previously Issued Financial Statem |
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| November 10, 2022 |
6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 November 10, 2022 Commission File Number: 001-40352 Genius Sports Limited (Translation of registrant’s name into English) Genius Sports Group 9th Floor, 10 Bloomsbury Way London, WC1A 2SL (Address of princi |
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| November 10, 2022 |
EX-12.2 Exhibit 12.2 CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Nicholas Taylor, certify that: 1. I have reviewed this annual report on Form 20-F of Genius Sports Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or om |
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| November 10, 2022 |
EX-99.1 Exhibit 99.1 PRELIMINARY NOTE The unaudited Condensed Consolidated Financial Statements for the nine month period ended September 30, 2022 included herein, have been prepared in accordance with accounting principles accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial rep |
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| November 10, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 20-F/A (Amendment No. 1) (Mark One) ? REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO S |
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| November 10, 2022 |
6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 November 10, 2022 Commission File Number: 001-40352 Genius Sports Limited (Translation of registrant’s name into English) Genius Sports Group 9th Floor, 10 Bloomsbury Way London, WC1A 2SL (Address of princi |
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| November 10, 2022 |
EX-13.2 Exhibit 13.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The certification set forth below is being submitted in connection with Genius Sports Limited’s annual report on Form 20-F for the year ended December 31, 2021 (the “Report”) for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities |
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| November 10, 2022 |
EX-12.1 Exhibit 12.1 CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Mark Locke, certify that: 1. I have reviewed this annual report on Form 20-F of Genius Sports Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to |
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| November 8, 2022 |
GENIUS SPORTS LIMITED 9th Floor, 10 Bloomsbury Way London, WC1A 2SL November 8, 2022 CORRESP 1 filename1.htm GENIUS SPORTS LIMITED 9th Floor, 10 Bloomsbury Way London, WC1A 2SL November 8, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Attn: Tony Watson Adam Phippen Re: Genius Sports Limited Form 20-F for the Fiscal Year Ended December 31, 2021 Filed March 18, 2022 Response date |
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| October 11, 2022 |
6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 October 11, 2022 Commission File Number: 001-40352 Genius Sports Limited (Translation of registrant’s name into English) Genius Sports Group 9th Floor, 10 Bloomsbury Way London, WC1A 2SL (Address of princip |
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| October 11, 2022 |
Genius Sports Statement Following Settlement of Litigation with Sportradar Exhibit 99.1 Genius Sports Statement Following Settlement of Litigation with Sportradar NEW YORK & LONDON - The litigation has been resolved. The resolution enables FDC to continue to license and market FDC data, in future as it determines. Genius Sports shall maintain the exclusive right to provide low latency Official FDC betting data rights through 2024. Sportradar has agreed to refrain from un |
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| September 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 September 16, 2022 Commission File Number: 001-40352 Genius Sports Limited (Translation of registrant?s name into English) Genius Sports Group 9th Floor, 10 Bloomsbury Way London, WC1A 2SL (Address of principal |
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| September 2, 2022 |
GENIUS SPORTS LIMITED 9th Floor, 10 Bloomsbury Way London, WC1A 2SL September 2, 2022 GENIUS SPORTS LIMITED 9th Floor, 10 Bloomsbury Way London, WC1A 2SL September 2, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N. |
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| August 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 August 16, 2022 Commission File Number: 001-40352 Genius Sports Limited (Translation of registrant?s name into English) Genius Sports Group 9th Floor, 10 Bloomsbury Way London, WC1A 2SL (Address of principal ex |
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| August 16, 2022 |
Exhibit 99.1 PRELIMINARY NOTE The unaudited Condensed Consolidated Financial Statements for the six month period ended June 30, 2022 included herein, have been prepared in accordance with accounting principles accepted in the United States of America (?US GAAP?) and pursuant to the rules and regulations of the Securities and Exchange Commission (?SEC?) regarding interim financial reporting. The co |
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| August 16, 2022 |
Calculation of Filing Fee Tables Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Genius Sports Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(3) Maximum Aggregate Offering Price(3) Fee Rate Amount of Registration Fee Equity Ordinary Shares, par value $0. |
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| August 16, 2022 |
Genius Sports Group Revenue and Adj. EBITDA Beats Second Quarter 2022 Guidance Exhibit 99.2 Genius Sports Group Revenue and Adj. EBITDA Beats Second Quarter 2022 Guidance ? Genius Sports beats Group Revenue and Group Adjusted EBITDA guidance for the second consecutive quarter ? Group Revenue of $71.1m ($75.0m at guidance exchange rate1 vs. $68.0m guidance) ? Group Net loss of $4.8m and Group Adjusted EBITDA of $8.4m ($9.0m at guidance exchange rate1 vs. $8.0m guidance) ? U.S |
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| August 16, 2022 |
As filed with the Securities and Exchange Commission on August 16, 2022. As filed with the Securities and Exchange Commission on August 16, 2022. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GENIUS SPORTS LIMITED (Exact name of registrant as specified in its charter) Island of Guernsey 98-1583958 (State or other Jurisdiction of Incorporation Or Organization |
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| June 24, 2022 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-265466 Prospectus 150,104,209 Ordinary Shares Genius Sports Limited (a non-cellular company limited by shares incorporated and registered under the laws of the Island of Guernsey) This prospectus relates to the offer and sale by the selling securityholders or their permitted transferees (collectively, the ?selling securityhold |
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| June 15, 2022 |
GENIUS SPORTS LIMITED 9th Floor, 10 Bloomsbury Way London, WC1A 2SL June 15, 2022 CORRESP 1 filename1.htm GENIUS SPORTS LIMITED 9th Floor, 10 Bloomsbury Way London, WC1A 2SL June 15, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Ryan Lichtenfels Re: Genius Sports Limited Registration Statement on Form F-3 Filed June 7, 2022 File No. 333-265466 Ladies and Gentlemen: Pursuant to Rule 461 under the |
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| June 10, 2022 |
GENI / Genius Sports Limited / ALGER ASSOCIATES INC - GENIUS SPORTS LIMITED Passive Investment Genius Sports Limited UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| June 7, 2022 |
EX-FILING FEES 4 d341046dexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form F-3 (Form Type) Genius Sports Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(2) Proposed Maximum Offering Price Per Unit(3) Maximum |
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| June 7, 2022 |
As filed with the Securities and Exchange Commission on June 7, 2022 Table of Contents As filed with the Securities and Exchange Commission on June 7, 2022 Registration No. |
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| May 12, 2022 |
Exhibit 99.1 PRELIMINARY NOTE The unaudited Condensed Consolidated Financial Statements for the three month period ended March 31, 2022 included herein, have been prepared in accordance with accounting principles accepted in the United States of America (?US GAAP?) and pursuant to the rules and regulations of the Securities and Exchange Commission (?SEC?) regarding interim financial reporting. The |
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| May 12, 2022 |
Genius Sports Reports First Quarter 2022 Results Above Guidance Exhibit 99.2 Genius Sports Reports First Quarter 2022 Results Above Guidance ? Delivered Group Revenue of $85.9m, outperforming first quarter outlook by 10% ? Group Adjusted EBITDA of ($2.9m), exceeding first quarter outlook by 42% ? Reaffirmed 2022 Group Revenue and Group Adjusted EBITDA outlook of $340m and $15m, respectively, and 2023 outlook of $430m to $440m and $40m to $50m, respectively LON |
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| May 12, 2022 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-259723 PROSPECTUS SUPPLEMENT NO. 1 (to prospectus dated May 9, 2022) 6,624,939 Ordinary Shares Genius Sports Limited (a non-cellular company limited by shares incorporated and registered under the laws of the Island of Guernsey) This prospectus supplement no. 1 (this ?prospectus supplement?) amends and supplements the prospectus dated May 9, 20 |
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| May 12, 2022 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-255938 PROSPECTUS SUPPLEMENT NO. 1 (to prospectus dated May 9, 2022) 157,020,149 Ordinary Shares Genius Sports Limited (a non-cellular company limited by shares incorporated and registered under the laws of the Island of Guernsey) This prospectus supplement no. 1 (this ?prospectus supplement?) amends and supplements the prospectus dated May 9, |
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| May 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 May 12, 2022 Commission File Number: 001-40352 Genius Sports Limited (Translation of registrant?s name into English) Genius Sports Group 9th Floor, 10 Bloomsbury Way London, WC1A 2SL (Address of principal execu |
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| May 10, 2022 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-255938 PROSPECTUS 157,020,149 Ordinary Shares Genius Sports Limited (a non-cellular company limited by shares incorporated and registered under the laws of the Island of Guernsey) This prospectus relates to the offer and sale by the selling securityholders or their permitted transferees (collectively, the ?selling securityholders?) of up to 157 |
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| May 10, 2022 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-259723 PROSPECTUS 6,624,939 Ordinary Shares Genius Sports Limited (a non-cellular company limited by shares incorporated and registered under the laws of the Island of Guernsey) This prospectus relates to the offer and sale by the selling securityholders or their permitted transferees (collectively, the ?selling securityholders?) of up to 6,624 |
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| April 27, 2022 |
Table of Contents As filed with the Securities and Exchange Commission on April 26, 2022 Registration No. |
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| April 27, 2022 |
Table of Contents As filed with the Securities and Exchange Commission on April 26, 2022 Registration No. |
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| April 12, 2022 |
Exhibit 10.1 GENIUS SPORTS LIMITED 2022 Omnibus Incentive Plan This 2022 Omnibus Incentive Plan (the ?Plan?), together with the Award Agreements (as defined below) issued hereunder, set forth the terms and conditions for the 2022 employee equity award plan of Genius Sports Limited (the ?Company?). This Plan shall be effective as of the date on which the Plan is approved by the Company?s Board of D |
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| April 12, 2022 |
As filed with the Securities and Exchange Commission on April 12, 2022. As filed with the Securities and Exchange Commission on April 12, 2022. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GENIUS SPORTS LIMITED (Exact name of registrant as specified in its charter) Island of Guernsey 98-1583958 (State or other Jurisdiction of Incorporation Or Organization) |
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| April 12, 2022 |
Calculation of Filing Fee Tables Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Genius Sports Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(3) Maximum Aggregate Offering Price(3) Fee Rate Amount of Registration Fee Equity Ordinary Shares, par value $0. |
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| March 18, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ? REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) O |
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| March 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 March 18, 2022 Commission File Number: 001-40352 Genius Sports Limited (Translation of registrant?s name into English) Genius Sports Group 9th Floor, 10 Bloomsbury Way London, WC1A 2SL (Address of principal exe |
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| March 18, 2022 |
Exhibit 12.1 CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Mark Locke, certify that: 1. I have reviewed this annual report on Form 20-F of Genius Sports Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a |
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| March 18, 2022 |
EX-13.1 Exhibit 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The certification set forth below is being submitted in connection with Genius Sports Limited’s annual report on Form 20-F for the year ended December 31, 2021 (the “Report”) for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities |
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| March 18, 2022 |
Genius Sports Announces Filing of Annual Report on Form 20-F Exhibit 99.1 Genius Sports Announces Filing of Annual Report on Form 20-F LONDON & NEW YORK, March 18, 2022 ? Genius Sports Limited (NYSE:GENI) (?Genius? or ?GSL? or the ?Group?), the official data, technology and commercial partner that powers the global ecosystem connecting sports, betting and media, today announced that its Annual Report on Form 20-F for the fiscal year ended December 31, 2021 |
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| March 18, 2022 |
Exhibit 2.5 DESCRIPTION OF SECURITIES The following description of the material terms of securities of Genius Sports Limited (the ?Company,? ?Genius,? ?we,? ?us? and ?our?) includes a summary of specified provisions of Genius?s Amended and Restated Memorandum of Incorporation and Amended and Restated Articles of Incorporation (together, ?Genius Governing Documents?). This description is qualified |
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| March 18, 2022 |
As filed with the Securities and Exchange Commission on March 18, 2022 As filed with the Securities and Exchange Commission on March 18, 2022 No. 333-259723 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 |
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| March 18, 2022 |
As filed with the Securities and Exchange Commission on March 18, 2022 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 |
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| March 18, 2022 |
EX-12.2 Exhibit 12.2 CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Nicholas Taylor, certify that: 1. I have reviewed this annual report on Form 20-F of Genius Sports Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or om |
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| March 18, 2022 |
Exhibit 15.1 Consent of Independent Registered Public Accounting Firm We hereby consent to the use in the Annual Report on Form 20-F of our report dated March 18, 2022, relating to the consolidated financial statements of Genius Sports Limited, which is contained in this Annual Report. /s/ WithumSmith+Brown, PC New York, New York March 18, 2022 |
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| March 18, 2022 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-255938 PROSPECTUS SUPPLEMENT NO. 3 (to prospectus dated June 1, 2021) 157,020,149 Ordinary Shares 5,013,333 Warrants Genius Sports Limited (a non-cellular company limited by shares incorporated and registered under the laws of the Island of Guernsey) This prospectus supplement no. 3 (this ?prospectus supplement?) amends and su |
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| March 18, 2022 |
EX-13.2 Exhibit 13.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The certification set forth below is being submitted in connection with Genius Sports Limited’s annual report on Form 20-F for the year ended December 31, 2021 (the “Report”) for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities |
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| March 18, 2022 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-259723 PROSPECTUS SUPPLEMENT NO. 2 (to prospectus dated September 30, 2021) 6,624,939 Ordinary Shares Genius Sports Limited (a non-cellular company limited by shares incorporated and registered under the laws of the Island of Guernsey) This prospectus supplement no. 2 (this ?prospectus supplement?) amends and supplements the p |
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| March 11, 2022 |
Genius Sports Reports Strong Fourth Quarter Results and 75% Annual Revenue Growth in 2021 Exhibit 99.1 Genius Sports Reports Strong Fourth Quarter Results and 75% Annual Revenue Growth in 2021 ? Delivered Group Revenue of $84.0m in Q4 2021, increasing 79% year-over-year ? FY 2021 Group Revenue increased 75% year-over-year to $262.7m LONDON & NEW YORK, March 11, 2022 ? Genius Sports Limited (NYSE:GENI) (?Genius? or ?GSL? or the ?Group?), the official data, technology and commercial part |
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| March 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 March 11, 2022 Commission File Number: 001-40352 Genius Sports Limited (Translation of registrant?s name into English) Genius Sports Group 9th Floor, 10 Bloomsbury Way London, WC1A 2SL (Address of principal exe |
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| February 15, 2022 |
GENI / Genius Sports Limited / Caledonia (Private) Investments Pty Ltd Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 14, 2022 |
GENI / Genius Sports Limited / APAX IX GP CO. Ltd - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Genius Sports Limited (Name of Issuer) Ordinary Shares, par value $0.01 per share (Title of Class of Securities) G3934V109 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the Appropriate Box to Designate the |
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| February 14, 2022 |
EXHIBIT A JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the ordinary shares, par value $0. |
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| February 14, 2022 |
GENI / Genius Sports Limited / Locke Mark - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Genius Sports Limited (Name of Issuer) Ordinary Shares, par value $0.01 per share (Title of Class of Securities) G3934V109 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the Appropriate Box to Designate the |
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| February 14, 2022 |
GENI / Genius Sports Limited / ALGER ASSOCIATES INC - GENIUS SPORTS LIMITED Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Genius Sports Limited (Name of Issuer) Ordinary Shares (Title of Class of Securities) G3934V109 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this |
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| January 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 January 27, 2022 Commission File Number: 001-40352 Genius Sports Limited (Translation of registrant?s name into English) Genius Sports Group 9th Floor, 10 Bloomsbury Way London, WC1A 2SL (Address of principal e |
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| January 27, 2022 |
Exhibit 99.1 Genius Sports Hosts its First Virtual Investor Day; Provides Business Overview Deep Dive and Expectations for Group Adj. EBITDA Profitability in 2022 and 2023 ? Announces 2022 financial outlook of approximately $340 million in Group Revenue and $15 million in Group Adj. EBITDA ? Expects 2023 Group Revenue and Group Adj. EBITDA in the range of $430 to $440 million and $40 to $50 millio |
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| December 17, 2021 |
Genius Sports Announces Investor Day on January 27 EX-99.1 2 d277252dex991.htm EX-99.1 Exhibit 99.1 Genius Sports Announces Investor Day on January 27 LONDON & NEW YORK, December 17, 2021 – Genius Sports Limited (NYSE:GENI) (“Genius” or “GSL”) today announced that it will host a virtual Investor Day on Thursday, January 27, 2022, beginning at 9:00AM EST. Event registration and details are available on Genius Sports’ Investor Relations website at i |
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| December 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 December 17, 2021 Commission File Number: 001-40352 Genius Sports Limited (Translation of registrant?s name into English) Genius Sports Group 9th Floor, 10 Bloomsbury Way London, WC1A 2SL (Address of principal |
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| December 10, 2021 |
Exhibit 99.1 Genius Sports and Canadian Football League Agree to Transformative Sports Data and Global Technology Partnership to Grow Fan Engagement and Extend Media Reach ? Accelerates growth and broadens reach of the CFL in existing and new markets ? Positions CFL as one of the most innovative leagues in the world ? Genius Sports will have exclusive worldwide official data rights and internation |
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| December 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 December 10, 2021 Commission File Number: 001-40352 Genius Sports Limited (Translation of registrant?s name into English) Genius Sports Group 9th Floor, 10 Bloomsbury Way London, WC1A 2SL (Address of principal |
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| November 30, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 November 30, 2021 Commission File Number: 001-40352 Genius Sports Limited (Translation of registrant?s name into English) Genius Sports Group 9th Floor, 10 Bloomsbury Way London, WC1A 2SL (Address of principal |
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| November 30, 2021 |
Genius Sports Director Share Purchase Exhibit 99.1 Genius Sports Director Share Purchase NEW YORK, NY and LONDON, UK November 30th, 2021 Genius Sports Limited (NYSE: GENI) (?Genius Sports? or the ?Company?), the official data, technology and commercial partner that powers the ecosystem connecting sports, betting and media, announces the purchase of common stock on the open market by individual members of the Company?s Board of Directo |
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| November 23, 2021 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-255938 PROSPECTUS SUPPLEMENT NO. 2 (to prospectus dated June 1, 2021) 157,020,149 Ordinary Shares 5,013,333 Warrants Genius Sports Limited (a non-cellular company limited by shares incorporated and registered under the laws of the Island of Guernsey) This prospectus supplement no. 2 (this ?prospectus supplement?) amends and supplements the pros |
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| November 23, 2021 |
Exhibit 99.1 PRELIMINARY NOTE The unaudited Condensed Consolidated Financial Statements for the nine month period ended September 30, 2021 included herein, have been prepared in accordance with accounting principles accepted in the United States of America (?US GAAP?) and pursuant to the rules and regulations of the Securities and Exchange Commission (?SEC?) regarding interim financial reporting. |
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| November 23, 2021 |
Genius Sports Reports 70% Third Quarter Revenue Growth and Raises 2021 Revenue Guidance Exhibit 99.2 Genius Sports Reports 70% Third Quarter Revenue Growth and Raises 2021 Revenue Guidance ? Delivered record high Q3 revenue of $69.1m, growing over 70% year-over-year ? Announced strategic partnerships with Entain/BetMGM, FanDuel, Golden Nugget, Hard Rock Digital, Penn/Barstool Sportsbook, and PointsBet, in addition to Caesars, DraftKings, WynnBet, and 888/SI Sportsbook, to provide our |
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| November 23, 2021 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-259723 PROSPECTUS SUPPLEMENT NO. 1 (to prospectus dated September 30, 2021) 6,624,939 Ordinary Shares Genius Sports Limited (a non-cellular company limited by shares incorporated and registered under the laws of the Island of Guernsey) This prospectus supplement no. 1 (this ?prospectus supplement?) amends and supplements the prospectus dated Se |
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| November 23, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 November 23, 2021 Commission File Number: 001-40352 Genius Sports Limited (Translation of registrant?s name into English) Genius Sports Group 9th Floor, 10 Bloomsbury Way London, WC1A 2SL (Address of principal |
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| September 30, 2021 |
Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-259723 6,624,939 Ordinary Shares Genius Sports Limited (a non-cellular company limited by shares incorporated and registered under the laws of the Island of Guernsey) This prospectus relates to the offer and sale by the selling securityholders or their permitted transferees (collectively, the ?selling securityholders?) of up t |
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| September 28, 2021 |
GENIUS SPORTS LIMITED 9th Floor, 10 Bloomsbury Way London, WC1A 2SL September 28, 2021 GENIUS SPORTS LIMITED 9th Floor, 10 Bloomsbury Way London, WC1A 2SL September 28, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| September 22, 2021 |
Powers of Attorney (included on signature page to the registration statement)** Table of Contents As filed with the Securities and Exchange Commission on September 22, 2021 No. |
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| September 8, 2021 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-255938 PROSPECTUS SUPPLEMENT NO. 1 (to prospectus dated June 1, 2021) 157,020,149 Ordinary Shares 5,013,333 Warrants Genius Sports Limited (a non-cellular company limited by shares incorporated and registered under the laws of the Island of Guernsey) This prospectus supplement no. 1 (this ?prospectus supplement?) amends and supplements the pros |
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| September 8, 2021 |
Genius Sports Reports Strong Second Quarter 2021 Results Exhibit 99.2 Genius Sports Reports Strong Second Quarter 2021 Results ? Q2 revenue more than doubled year-over-year to $55.8m ? Second quarter Group Adj. EBITDA up 126% year-over year to $5.2m ? Enhanced our technological capabilities with the acquisitions of Spirable, Second Spectrum and FanHub, supporting improved long-term customer traction ? Announced multi-year strategic partnerships with Dra |
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| September 8, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 September 8, 2021 Commission File Number: 001-40352 Genius Sports Limited (Translation of registrant?s name into English) Genius Sports Group 9th Floor, 10 Bloomsbury Way London, WC1A 2SL (Address of principal |
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| September 8, 2021 |
424B4 1 d203209d424b4.htm 424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-255938 157,020,149 Ordinary Shares 5,013,333 Warrants Genius Sports Limited (a non-cellular company limited by shares incorporated and registered under the laws of the Island of Guernsey) This prospectus relates to the offer and sale by the selling securityholders or their permitted transferees |
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| September 8, 2021 |
Exhibit 99.1 PRELIMINARY NOTE The unaudited Condensed Consolidated Financial Statements for the six month period ended June 30, 2021 included herein, have been prepared in accordance with accounting principles accepted in the United States of America (?US GAAP?) and pursuant to the rules and regulations of the Securities and Exchange Commission (?SEC?) regarding interim financial reporting. The co |
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| August 17, 2021 |
Exhibit 99.1 Genius Sports Acquires Spirable to Enhance Official Data-Driven Video Marketing Capabilities Together, Genius Sports and Spirable will provide personalized cross-channel technology for data-driven and high-performing creative. NEW YORK, NY and LONDON, UK August 17th, 2021 Genius Sports Limited (NYSE: GENI) (?Genius Sports? or ?the Company?), the official data, technology and commercia |
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| August 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 August 17, 2021 Commission File Number: 001-40352 Genius Sports Limited (Translation of registrant?s name into English) Genius Sports Group 9th Floor, 10 Bloomsbury Way London, WC1A 2SL (Address of principal ex |
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| July 21, 2021 |
Kim Williams-Bradley joins Genius Sports’ Board of Directors Exhibit 99.1 Kim Williams-Bradley joins Genius Sports? Board of Directors ? Joins Board as Independent Director and member of both Audit and Compensation Committees ? Financial expert, with over two decades of experience in key leadership positions within the sports and media fields ? Previously served as CFO of the National Football League NEW YORK, NY and LONDON, UK ? July 21, 2021: Genius Sport |
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| July 21, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 July 21, 2021 Commission File Number: 001-40352 Genius Sports Limited (Translation of registrant?s name into English) Genius Sports Group 9th Floor, 10 Bloomsbury Way London, WC1A 2SL (Address of principal exec |
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| June 15, 2021 |
Genius Sports Announces Pricing of Upsized Public Offering of Ordinary Shares Exhibit 99.2 Genius Sports Announces Pricing of Upsized Public Offering of Ordinary Shares LONDON & NEW YORK, June 9, 2021 - Genius Sports Limited (NYSE: GENI) (?Genius Sports? or ?the Company?), today announced the upsizing and pricing of the underwritten public offering of 22,000,000 ordinary shares, consisting of 13,000,000 shares being offered by Genius Sports and 9,000,000 shares being offere |
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| June 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 June 15, 2021 Commission File Number: 001-40352 Genius Sports Limited (Translation of registrant?s name into English) Genius Sports Group 9th Floor, 10 Bloomsbury Way London, WC1A 2SL (Address of principal exec |
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| June 15, 2021 |
Genius Sports Announces Proposed Public Offering of Ordinary Shares Exhibit 99.1 Genius Sports Announces Proposed Public Offering of Ordinary Shares LONDON & NEW YORK, June 8, 2021 - Genius Sports Limited (NYSE: GENI) (?Genius Sports? or ?the Company?), today announced that it has commenced an underwritten public offering of 20,000,000 ordinary shares, consisting of 12,000,000 shares being offered by Genius Sports and 8,000,000 shares being offered by certain of i |
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| June 11, 2021 |
22,000,000 Ordinary Shares Genius Sports Limited Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-256882 22,000,000 Ordinary Shares Genius Sports Limited (a non-cellular company limited by shares incorporated and registered under the laws of the Island of Guernsey) We are offering 13,000,000 ordinary shares. The selling shareholders identified in this prospectus are offering 9,000,000 ordinary shares. We will not receive a |
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| June 9, 2021 |
As filed with the Securities and Exchange Commission on June 9, 2021. Table of Contents As filed with the Securities and Exchange Commission on June 9, 2021. |
