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): July 19, 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) |
Registrant’s telephone number, including area code: +41 78 607 99 01
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 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, on December 9, 2022, Genesis Growth Tech LLC, a Cayman Islands limited liability company (the “Sponsor”), deposited $2,530,000 in cash into the trust account of Genesis Growth Tech Acquisition Corp. (the “Company”), to extend the date by which the Company had to complete an initial business combination pursuant to its Articles of Association, for three months from December 13, 2022 to March 13, 2023 (which date was subsequently extended until September 13, 2023).
On July 19, 2023, the Company entered into an Extension Promissory Note with the Sponsor to document the repayment of the extension payment (the “Note”). The Note does not bear interest and is payable upon the earlier of demand and the liquidation of the Company. Events of default under the Note include failure to pay amounts when due and bankruptcy proceedings.
The Note provides that if a business combination is not consummated, the Note will be repaid solely to the extent that the Company has funds available to it outside of the trust account (the “Trust Account”) established in which the proceeds of the Company’s initial public offering (“the “IPO”) and the proceeds of the sale of the warrants issued in a private placement that occurred prior to the closing of the IPO, were deposited, and that all other amounts will be forfeited, eliminated or otherwise forgiven. The Note also included provisions whereby the Sponsor waived claims to any funds in the Trust Account.
The foregoing description of the Note is not complete and is subject to, and qualified in its entirety by reference to, the Note, a copy of which is filed with this Current Report as Exhibit 10.1, the terms of which are incorporated herein by reference.
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: July 19, 2023 | By: | /s/ Eyal Perez |
| | Name: | Eyal Perez |
| | Title: | Chief Executive Officer,
Chief Financial Officer |
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