UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 23, 2023
GENESIS GROWTH TECH ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Cayman Islands | | 001-41138 | | 98-1601264 |
(State or other jurisdiction of
incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer
Identification No.) |
Bahnhofstrasse 3
Hergiswil Nidwalden, Switzerland | | 6052 |
| (Address of principal executive offices) | | (Zip Code) |
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: +41 78 607 99 01
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-half of one redeemable warrant | | GGAAU | | The Nasdaq Stock Market LLC |
| Class A Ordinary Shares included as part of the units | | GGAA | | The Nasdaq Stock Market LLC |
| Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 | | GGAAW | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On May 23, 2023, Genesis Growth Tech Acquisition Corp. (the “Company”) received a notification letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1), as a result of not having timely filed its Quarterly Report on Form 10-Q for the period ended March 31, 2023 and for remaining delinquent in filing its Annual Report on Form 10-K for the year ended December 31, 2022, which Nasdaq had previously notified the Company by letter dated April 19, 2023.
The Nasdaq notification letter has no immediate effect on the listing of the Company’s units, common stock or warrants on The Nasdaq Global Market. The Nasdaq notification letter provides the Company until June 20, 2023, to submit a plan to Nasdaq to regain compliance with the NASDAQ’s continued listing requirements. If the plan is accepted, Nasdaq can grant an exception of up to 180 calendar days, or until October 16, 2023, for the Company to regain compliance. If Nasdaq does not accept the Company’s compliance plan, the Company will have the opportunity to appeal that decision to a Hearing Panel under Nasdaq Listing Rule 58150.
On May 26, 2023, the Company issued a press release announcing the receipt of the Nasdaq notification letter. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURE
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 hereunto duly authorized.
| | GENESIS GROWTH TECH ACQUISITION CORP. |
| | | |
| Date: May 26, 2023 | By: | /s/ Eyal Perez |
| | Name: | Eyal Perez |
| | Title: | Chief Executive Officer,
Chief Financial Officer and Director |
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