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 principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Board Composition Changes
On April 1, 2024, Mr. Gabriele Cipparrone provided notice of his resignation from the Board of Directors (the “Board”) of Genius Sports Ltd. (the “Company”), effective April 8, 2024. Mr. Cipparrone’s resignation was not the result of any dispute or disagreement with the Company or the Company’s Board on any matter relating to the operations, policies or practices of the Company.
On April 1, 2024, the Company issued a press release announcing Mr. Cipparrone’s resignation. A copy of the press release is attached hereto as Exhibit 99.1.
The information set forth in this Form 6-K, excluding Exhibit 99.1, is hereby incorporated by reference into the Company’s registration statement on Form F-3 (File No: 333-265466) and the Company’s registration statements on Form S-8 (File Nos: 333-264254, 333-266904, 333-266904, 333-269093 and 333-278001).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| GENIUS SPORTS LIMITED | ||||||
| Date: April 1, 2024 | By: | /s/ Mark Locke | ||||
| Name: Mark Locke | ||||||
| Title: Chief Executive Officer | ||||||
4
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 Funds”) through a secondary sale on 1 April 2024.
Since the Apax Funds’ investment in Genius Sports in 2018, Mr. Cipparrone has provided valuable insight and expertise as the Company went through a transformative period of growth, expanding from $85 million of revenue in 2018 to $413 million in 2023.
“Genius Sports has been an excellent investment for the Apax Funds, and as the Company reaches the three-year anniversary of its successful public listing on the NYSE, I feel confident in its long-term financial and strategic position,” stated Mr. Cipparrone. “I look forward to the continued success of Genius Sports, as the Company capitalizes on its market-leading position and profitable growth.”
Mark Locke, Chief Executive Officer of Genius Sports, said, “Gabriele, along with the entirety of the Apax team, have been tremendous partners over the six years since their investment and we thank them for the instrumental role they played in our growth and transformation.”
Mr. Locke added, “We have spent the last three years as a public company working very hard to cultivate a remarkable group of public equity investors who we are proud to call shareholders in Genius Sports. With further liquidity in our stock, we look forward to continuing to attract and to retain the type of thoughtful and long-term shareholders we are fortunate to call our partners today.”
The Company is currently undergoing a comprehensive search for additional highly qualified independent members of its Board of Directors to replace those previously designated by representatives of Apax.
About Genius Sports
Genius Sports is the official data, technology and broadcast partner that powers the global ecosystem connecting sports, betting and media. Our technology is used in over 150 countries worldwide, creating highly immersive products that enrich fan experiences for the entire sports industry.
We are the trusted partner to over 400 sports organizations, including many of the world’s largest leagues and federations such as the NFL, EPL, FIBA, NCAA, NASCAR, AFA and Liga MX.
Genius Sports is uniquely positioned through cutting-edge technology, scale and global reach to support our partners. Our innovative use of big data, computer vision, machine learning, and augmented reality, connects the entire sports ecosystem from the rights holder all the way through to the fan.
Forward-Looking Statements
This press release contains forward-looking statements as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve significant risks and uncertainties. All statements other than statements of historical facts are forward-looking statements. These forward-looking statements include
information about our possible or assumed future results of operations or our performance. Words such as “expects,” “intends,” “plans,” “believes,” “anticipates,” “estimates,” and variations of such words and similar expressions are intended to identify such forward looking statements. Although we believe that the forward-looking statements contained in this press release are based on reasonable assumptions, you should be aware that many factors could affect our actual financial results or results of operations and could cause actual results to differ materially from those in such forward-looking statements, including but not limited to: risks related to our reliance on relationships with sports organizations and the potential loss of such relationships or failure to renew or expand existing relationships; fraud, corruption or negligence related to sports events, or by our employees or contracted statisticians; risks related to changes in domestic and foreign laws and regulations or their interpretation; compliance with applicable data protection and privacy laws; pending litigation and investigations; the failure to protect or enforce our proprietary and intellectual property rights; claims for intellectual property infringement; our reliance on information technology; elevated interest rates and inflationary pressures, including fluctuating foreign currency and exchange rates; risks related to domestic and international political and macroeconomic uncertainty; and other factors included under the heading “Risk Factors” in our Annual Report on Form 20-F filed with the SEC on March 15, 2024.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Although we believe that the expectations reflected in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. These statements involve known and unknown risks and are based upon a number of assumptions and estimates which are inherently subject to significant uncertainties and contingencies, many of which are beyond our control. Actual results may differ materially from those expressed or implied by such forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements contained in this press release, or the documents to which we refer readers in this press release, to reflect any change in our expectations with respect to such statements or any change in events, conditions or circumstances upon which any statement is based.
Contact:
Media
Chris Dougan, Chief Communications Officer
+1 (202) 766-4430
chris.dougan@geniussports.com
Investors
Brandon Bukstel, Investor Relations Manager
+1 (954)-554-7932
brandon.bukstel@geniussports.com