| Item 1. | |
| (a) | Name of issuer:
Genius Sports Limited |
| (b) | Address of issuer's principal executive offices:
27 Soho Square, 1st Floor, London, United Kingdom, W1D3QR |
| Item 2. | |
| (a) | Name of person filing:
NFL Enterprises LLC |
| (b) | Address or principal business office or, if none, residence:
345 Park Avenue, 5th Floor, New York, NY, 10154 |
| (c) | Citizenship:
United States |
| (d) | Title of class of securities:
Ordinary Shares |
| (e) | CUSIP No.:
G3934V109 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
As of June 30, 2025, the Reporting Person beneficially owned 19,000,000 ordinary shares, comprised of 19,000,000 ordinary shares issuable upon the exercise of penny warrants (along with the redemption and cancellation of an equal number of B shares) that are exercisable within 60 days (the "Warrants").
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| (b) | Percent of class:
As of June 30, 8.2%, calculated based on (i) 232,875,872 Ordinary Shares outstanding, as reported by Genius Sports Limited in its prospectus supplement filed with the Securities and Exchange Commission on January 15, 2025 (the "Prospectus Supplement") and after giving effect to the offering described therein and (ii) 19,000,000 ordinary shares issuable upon the exercise of the Warrants. |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
Please refer to item 5 of the cover page
|
| | (ii) Shared power to vote or to direct the vote:
Please refer to item 6 of the cover page
|
| | (iii) Sole power to dispose or to direct the disposition of:
Please refer to item 7 of the cover page
|
| | (iv) Shared power to dispose or to direct the disposition of:
Please refer to item 8 of the cover page
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
| |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(d)