SEC Form SC 13G/A filed by Genius Sports Limited (Amendment)
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)
Check the Appropriate Box to Designate the Rule Pursuant to Which this Schedule Is Filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1. |
Names of Reporting Persons
Maven TopHoldings SARL | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Luxembourg | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
31,325,956 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
31,325,956 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
31,325,956 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
15.0%(1) | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | Calculated based on 208,921,454 shares outstanding as of September 30, 2023, as reported on Exhibit 99.1 to the Issuer’s Report on Form 6-K, furnished to the United States Securities and Exchange Commission (the “SEC”) on November 13, 2023. |
| 1. |
Names of Reporting Persons
Apax IX GP Co. Limited | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Guernsey | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
31,325,956 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
31,325,956 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
31,325,956 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
15.0%(1) | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | Calculated based on 208,921,454 shares outstanding as of September 30, 2023, as reported on Exhibit 99.1 to the Issuer’s Report on Form 6-K, furnished to the SEC on November 13, 2023. |
| Item 1(a). | Name of Issuer |
Genius Sports Limited (the “Issuer”)
| Item 1(b). | Address of the Issuer’s Principal Executive Offices |
1st Floor, 27 Soho Square
London, United Kingdom W1D 3QR
| Item 2(a). | Names of Persons Filing |
This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons”:
| (i) | Maven TopHoldings SARL (“Maven”) |
| (ii) | Apax IX GP Co. Limited (“Apax IX GP”) |
| Item 2(b). | Address of the Principal Business Office, or if none, Residence |
The address of principal business office of Maven is 1-3 Boulevard de la Foire, Luxembourg, L-1528. The address of principal business office of Apax IX GP is Third Floor, Royal Bank Place, 1 Glategny Esplanade, St Peter Port, Guernsey, GY1 2HJ.
| Item 2(c). | Citizenship |
See responses to Item 4 on each cover page.
| Item 2(d). | Title of Class of Securities |
Ordinary Shares, par value $0.01 per share.
| Item 2(e). | CUSIP Number |
G3934V109
| Item 3. | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a (n): |
Not Applicable.
| Item 4. | Ownership |
| (a) | Amount beneficially owned: |
See responses to Item 9 on each cover page.
| (b) | Percent of Class: |
See responses to Item 11 on each cover page.
| (c) | Number of shares as to which the Reporting Person has: |
| (i) | Sole power to vote or to direct the vote: |
See responses to Item 5 on each cover page.
| (ii) | Shared power to vote or to direct the vote: |
See responses to Item 6 on each cover page.
| (iii) | Sole power to dispose or to direct the disposition of: |
See responses to Item 7 on each cover page.
| (iv) | Shared power to dispose or to direct the disposition of: |
See responses to Item 8 on each cover page.
Maven is the record holder of the reported securities. Apax IX GP, through majority vote of its board, shares voting and dispositive power over the securities held directly by Maven and, accordingly, may be deemed the beneficial owner of such securities. The filing of this Statement shall not be construed as an admission that either of the Reporting Persons or any individual member of the board of directors of Apax IX GP is the beneficial owner of any securities covered by this Statement.
| Item 5. | Ownership of Five Percent or Less of a Class |
Not Applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not Applicable.
| Item 7 | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company |
Not Applicable.
| Item 8. | Identification and Classification of Members of the Group |
Not Applicable.
| Item 9. | Notice of Dissolution of Group |
Not Applicable.
| Item 10. | Certification |
Not Applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 12, 2024
| Maven TopHoldings SARL | ||
| By: | /s/ Dieudonné Sebahunde | |
| Name: Dieudonné Sebahunde | ||
| Title: Class A Manager | ||
| By: | /s/ Laurent Thailly | |
| Name: Laurent Thailly | ||
| Title: Class B Manager | ||
| Apax IX GP Co. Limited | ||
| By: | /s/ Jeremy Latham | |
| Name: Jeremy Latham | ||
| Title: Director | ||
| By: | /s/ Victoria Merrien | |
| Name: Victoria Merrien | ||
| Title: Authorised Signatory for and on behalf of Apax Partners Guernsey Limited as Company Secretary to Apax IX GP Co. Limited | ||
EXHIBIT LIST
| Exhibit A | Joint Filing Agreement, dated as of February 14, 2022, by and among the Reporting Persons (incorporated herein by reference to Exhibit A to that certain Schedule 13G filed on February 14, 2022, by the Reporting Persons with the Securities and Exchange Commission). |