| DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE
1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Genesis
Unicorn Capital Corp. (the “Company”) is a blank check company incorporated in the state of Delaware on February 23, 2021.
The Company was formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing
all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination
with one or more businesses or entities (“Business Combination”). Although the Company is not limited to a particular industry
or geographic region for purposes of consummating a Business Combination, the Company intends to focus on businesses in the biotechnology
and pharmaceutical industries. As
of June 30, 2023, the Company had not commenced any operations. All activity for the period from February 23, 2021 (inception) through
June 30, 2023 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described
below, and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company will
generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial
Public Offering. The Company has selected December 31st as its fiscal year end. The Company is an early stage and emerging growth company
and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The
Company’s sponsor is Genesis Unicorn Capital, LLC (the “Sponsor”), a Delaware limited liability company. The registration
statement for the Company’s Initial Public Offering was declared effective on February 14, 2022. On February 17, 2022, the Company
consummated its Initial Public Offering of 8,625,000 1,125,000 10.00 86,250,000 4,374,315 1,078,125 2,803,125 493,065 Simultaneously
with the consummation of the closing of the Initial Public Offering, the Company consummated the private placement of an aggregate of
377,331 10.00 3,773,310 Following
the closing of the Initial Public Offering and Private Placement on February 17, 2022, an amount of $ 87,543,750 10.15 The
Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem
all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting
called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the
Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which public stockholders may
seek to redeem their Public Shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with
a Business Combination only if a majority of the outstanding shares voted are voted in favor of the Business Combination. GENESIS
UNICORN CAPITAL CORP. NOTES
TO UNAUDITED FINANCIAL STATEMENTS June
30, 2023 If
the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules,
the Company’s amended and restated certificate of incorporation (the “Amended and Restated Certificate of Incorporation”)
provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is
acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s
prior written consent. The
public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially
$ 10.15 Distinguishing Liabilities from Equity If
a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the
Company will, pursuant to its Amended and Restated Certificate of Incorporation, offer such redemption pursuant to the tender offer rules
of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information
as would be included in a proxy statement with the SEC prior to completing a Business Combination. The
Sponsor has agreed (a) to vote its Class B common stock, the common stock included in the Private Placement Units (the “Private
Placement Shares”) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination,
(b) not to propose an amendment to the Amended and Restated Certificate of Incorporation with respect to the Company’s pre-Business
Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting public stockholders
with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the
Class B common stock) and Private Placement Units (including underlying securities) into the right to receive cash from the Trust Account
in connection with a stockholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a
Business Combination if the Company does not seek stockholder approval in connection therewith) or a vote to amend the provisions of
the Amended and Restated Certificate of Incorporation relating to stockholders’ rights of pre-Business Combination activity and
(d) that the Class B common stock and Private Placement Units (including underlying securities) shall not participate in any liquidating
distributions upon winding up if a Business Combination is not consummated. However, the Sponsor will be entitled to liquidating distributions
from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to
complete its Business Combination. The
Company will have until 12 months (or up to 18 months if the Company extends the period of time to consummate a Business Combination)
from the closing of the Initial Public Offering to consummate a Business Combination (the “Combination Period”). If the Company
is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the
purpose of winding up, (ii) as promptly as reasonably possible but no more than five business days thereafter, redeem 100% of the outstanding
Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest
earned (net of taxes payable and less interest to pay dissolution expenses up to $100,000), divided by the number of then outstanding
Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to
receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following
such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence
a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims
of creditors and the requirements of applicable law. 10.00 GENESIS
UNICORN CAPITAL CORP. NOTES
TO UNAUDITED FINANCIAL STATEMENTS June
30, 2023 The
Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products
sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce
the amounts in the Trust Account to below $ 10.00 The
Merger Agreement On
November 29, 2022, we entered into an agreement and plan of merger (the “Merger Agreement”) with ESGL Holdings Limited, a
Cayman Islands exempted company, and wholly-owned subsidiary of the Company (the “Purchaser”), ESGH Merger Sub Corp., a Cayman
Islands exempted company and a wholly-owned subsidiary of Purchaser (“Merger Sub”), Environmental Solutions Group Holdings
Limited, a Cayman Islands exempted company (“ESGL”), and Quek Leng Chuang, solely in his capacity as the shareholder representative,
agent and attorney-in-fact of the shareholders of ESGL (the “Shareholder Representative”). Upon the closing of the transactions
contemplated by the Merger Agreement, (a) the Company will be merged with and into the Purchaser (the “Redomestication Merger”),
with the Purchaser surviving the Redomestication Merger; and (b) Merger Sub will be merged with and into ESGL (the “Acquisition
Merger”), with ESGL surviving the Acquisition Merger as a direct wholly-owned subsidiary of the Purchaser (collectively, the Redomestication
Merger and the Acquisition Merger are the “Merger” of the Business Combination”). Following the Business Combination,
the Purchaser will be a publicly traded company listed on a stock exchange in the United States. Consideration Pursuant
to the terms of the Merger Agreement, the aggregate consideration to be paid at the closing of the Business Combination to existing shareholders
of ESGL is $ 75,000,000 375,000 3,500,000 GENESIS
UNICORN CAPITAL CORP. NOTES
TO UNAUDITED FINANCIAL STATEMENTS June
30, 2023 The
Closing On
July 26, 2023, the Company held a special meeting of its stockholders (the “Special Meeting”), at which the stockholders
voted on and approved the Reincorporation Merger Proposal, the Acquisition Merger Proposal, the Nasdaq Proposal and the Governance Proposals,
each of which is described in more detail in the definitive proxy statement filed with the SEC on July 5, 2023. The
Business Combination closed on August 3, 2023. Board
of Directors of Surviving Corporation Pursuant
to the terms of the Merger Agreement, immediately after the closing, the Purchaser’s board of directors shall consist of six (6)
directors, of whom one individual will be designated by the Company and of whom five (5) individuals will be designated by ESGL. The
Company designee and three (3) of the five (5) ESGL designees shall be deemed independent in accordance with Nasdaq requirements. Additional
Agreements executed at the signing of the Merger Agreement Contemporaneously
with the signing of the Merger Agreement, certain holders of ESGL ordinary shares executed lock-up agreements (“Lock-Up Agreements”). Lock-up
Agreements Pursuant
to the Lock-Up Agreements, such holders have agreed, subject to certain customary exceptions, not to (i) sell, offer to sell, contract
or agree to sell, pledge or otherwise dispose of, directly or indirectly, any of the Company shares of common stock held by them (such
shares, together with any securities convertible into or exchangeable for or representing the rights to receive the Company’s common
stock if any, acquired during the Lock-Up Period (the “Lock-up Shares”)); (ii) enter into a transaction that would have the
same effect; (iii) enter into any swap, hedge or other arrangement that transfers to another, in whole or in part, any of the economic
consequences of ownership of the Lock-Up Shares or otherwise or engage in any short sales or other arrangement with respect to the Lock-Up
Shares: or (iv) publicly announce any intention to effect any transaction specified in clause (i) or (ii), in each case until the date
that is six (6) months after the closing date of the Business of Combination (the “Lock-Up Period”). Shareholder
Support Agreement Contemporaneously
with the execution of the Merger Agreement, certain holders of ESGL ordinary shares entered into a support agreement, pursuant to which
such holders agreed to, among other things, approve the Merger Agreement and the proposed Business Combination. Sponsor
Support Agreement Contemporaneously
with the execution of the Merger Agreement, certain holders of the Company’s common stock entered into a support agreement, pursuant
to which such holders agreed to, among other things, approve the Merger Agreement and the proposed Business Combination. GENESIS
UNICORN CAPITAL CORP. NOTES
TO UNAUDITED FINANCIAL STATEMENTS June
30, 2023 Additional
Agreements to be executed at Closing Amended
and Restated Registration Rights Agreement At
the closing of the Business Combination, the Purchaser will enter into an amended and restated registration rights agreement (the “Registration
Rights Agreement”) with certain existing stockholders of the Company with respect to certain shares and private units (and the
private shares, private warrants and shares underlying the private warrants included therein) they own at the closing of the Business
Combination. The Registration Rights Agreement provides certain demand registration rights and piggyback registration rights to the securityholders,
subject to underwriter cutbacks. The Purchaser will agree to pay certain fees and expenses relating to registrations under the Registration
Rights Agreement. Waiver
Agreement On
July 26, 2023, the parties to the Merger Agreement entered into a waiver agreement (the “Waiver Agreement”) pursuant to which
each of the Company, Merger Sub and Purchaser agreed to waive the closing condition contained in Section 10.2 of the Merger Agreement
that ESGL shall have duly performed or complied with, in all material respects, all of its obligations hereunder required to be performed
or complied with (without giving effect to any materiality or similar qualifiers contained therein) by ESGL at or prior to the closing
date in so far as they relate to ESGL’s New Developments (as defined below) (and shall not extend to any other event, circumstance
or instance), and (b) each of the Company, Merger Sub, Purchaser, ESGL and the Shareholder Representative agreed to waive the requirement
that the Holdback Amount (as defined in the Merger Agreement) reduces the Per Share Merger Consideration Amount (as defined in the Merger
Agreement) payable to ESGL shareholders at closing. In connection with the foregoing waivers, each of the Company, Merger Sub, Purchaser,
ESGL and the Shareholder Representative acknowledged and agreed that the Merger Consideration will not be adjusted in respect of working
capital pursuant to Sections 4.1 or 4.3 of the Merger Agreement. “ESGL’s
New Developments” is defined as the following: (i) ESGL is unable to deliver to the Company a good faith calculation of ESGL’s
Estimated Working Capital (as defined in the Merger Agreement) at least three (3) business days prior to the closing date; and (ii) ESGL
has requested that the Per Share Merger Consideration Amount payable to ESGL shareholders shall not be reduced by the Holdback Amount
of $ 3,750,000 Forward
Purchase Agreement On
July 27, 2023, the Company, the Purchaser, and ESGL entered into an agreement (“Forward Purchase Agreement”) with Vellar
Opportunities Fund Master, Ltd. (“Vellar”) for an OTC Equity Prepaid Forward Transaction. On the same date as the execution
of the Forward Purchase Agreement, Vellar assigned and novated 50% of its rights and obligations under the Forward Purchase Agreement
to ACM ARRT K LLC (“ARRT”, together with Vellar, the “Sellers”). Following the assignment and novation, the rights
and obligations of each Seller under its Forward Purchase Agreement were and are separate and distinct from the those of the other Seller,
with each Seller acting independently of the other, without reference to or knowledge of the other Seller’s actions or inactions. The
primary purpose of entering into the Forward Purchase Agreement was to provide cash to the Purchaser following the closing of the Business
Combination (the “Closing”). For purposes of the Forward Purchase Agreement, the Company is referred to as the “Counterparty”
prior to the Closing, while the Purchaser is referred to as the “Counterparty” after the Closing. Capitalized terms used,
but not otherwise defined, in this subsection entitled “Forward Purchase Agreement” shall have the meanings ascribed to such
terms in the Forward Purchase Agreement filed as an Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC
on July 27, 2023. Pursuant
to the terms of the Forward Purchase Agreement, each Seller intended, but was not obligated, to purchase up to 2,200,000 4,400,000 931,915 500,000 GENESIS
UNICORN CAPITAL CORP. NOTES
TO UNAUDITED FINANCIAL STATEMENTS June
30, 2023 The
Forward Purchase Agreement provides that each Seller be paid directly an aggregate cash amount (the “Prepayment Amount”)
equal to the product of (i) the number of Recycled Shares set forth in a Pricing Date Notice delivered by that Seller and (ii) the redemption
price paid by the Company at Closing to holders of its common stock who exercised their redemption rights in connection with the Business
Combination (the “Initial Price”). Following the Closing, the Company paid the Prepayment Amounts of $ 10,141,403.28 5,427,750.00 The
Forward Purchase Agreement grants each Seller the right to purchase from the Counterparty additional shares (the “Additional Shares”)
up to an amount equal to the difference between the number of Recycled Shares for such Seller and 2,200,000 1,268,085 550,000 From
time to time and on any date following the Closing (any such date, an “OET Date”), each Seller may, in its absolute discretion,
terminate the Forward Purchase Agreement in whole or in part by providing written notice to the Counterparty (the “OET Notice”)
that specifies the number of shares for which the Forward Purchase Agreement will be terminated (such quantity, the “Terminated
Shares”). The effect of an OET Notice will be to reduce the Number of Shares by the number of Terminated Shares specified in such
OET Notice with effect as of the related OET Date. As of each OET Date, the Counterparty shall be entitled to an amount from the Seller
delivering the OET Notice, equal to the product of (x) the number of Terminated Shares and (y) the reset price as of the OET Date. The
reset price will initially be the Initial Price, but is subject to reduction in the event that the Counterparty issues Ordinary Shares
or securities convertible into or exchangeable or executable for Ordinary Shares at a price that is less than the reset price, subject
to certain exceptions. The
valuation date (the “Valuation Date”) for each Forward Purchase Agreement will be the earliest to occur of (a) the date that
is 24 months after the Closing, (b) the date specified by the Seller in a written notice to be delivered to the Counterparty at Seller’s
discretion (which Valuation Date shall not be earlier than the day such notice is effective) after the occurrence of any of (w) a VWAP
Trigger Event (x) a Delisting Event, or (y) a Registration Failure and (c) the date specified by the Seller in a written notice to be
delivered to Counterparty at the Seller’s sole discretion (which Valuation Date shall not be earlier than the day such notice is
effective). In
connection with the occurrence of the Valuation Date, each Seller will pay to the Counterparty an amount in cash based on the value of
the Ordinary Shares over a Valuation Period (the “Settlement Amount”). The Valuation Period begins on the business day after
the Valuation Date and ends on the date on which the number of shares traded over the Valuation Period equals ten times the Number of
Shares. The Seller will pay the Settlement Amount on the Cash Settlement Payment Date, which is the 30th business day immediately following
the last day of the Valuation Period. The
determination of the Settlement Amount depends upon the trigger for the Valuation Date. In the event the Valuation Date is determined
by Seller delivering to Counterparty written notice at its sole discretion, the Settlement Amount will equal (1) the Number of Shares
as of the Valuation Date multiplied by (2) the closing price of the Shares on the immediately preceding trading day. In all other cases,
the Settlement Amount will equal (1) the Number of Shares as of the Valuation Date that are registered for resale under an effective
Registration Statement or may be transferred without any restrictions (including the current public information requirement or the volume
and manner of sale limitations under Rule 144 under the Securities Act) multiplied by the average of the daily VWAP Price over the Valuation
Period less (2) the Settlement Amount Adjustment. The Settlement Amount Adjustment is equal to the product of (1) (a) the Maximum Number
of Shares less (b) any Terminated Shares as of the Valuation Date, multiplied by (2) $ 2.00 GENESIS
UNICORN CAPITAL CORP. NOTES
TO UNAUDITED FINANCIAL STATEMENTS June
30, 2023 On
one occasion, during the period beginning 30 days after the Closing Date and ending on the Valuation Date, Counterparty may request in
writing that each Seller provide it with additional funding of up to $ 1,000,000 2,000,000 Each
Seller agreed to waive any redemption rights with respect to any Recycled Shares in connection with the Business Combination and agreed
not to vote the shares it purchases pursuant to the Forward Purchase Agreement in favor of the Business Combination. Each Forward Purchase
Agreement has been structured, and all activity in connection with such agreement has been undertaken, to comply with the requirements
of all tender offer regulations applicable to the Business Combination, including Rule 14e-5 under the Securities Exchange Act of 1934. Extension
Amendment Proposal On
February 14, 2023, at a special meeting of stockholders of the Company the stockholders voted upon and approved amendments (the “Extension
Amendment Proposal”) to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to permit
the Board of Directors of the Company to extend the date by which the Company has to consummate a business combination twelve (12) times
for an additional one (1) month each time from February 17, 2023 to February 17, 2024 (the termination date as ay be so extended, the
“Extended Date”). The Company’s stockholders also approved an amendment (the “Trust Amendment Proposal”)
to the Company’s investment management agreement, dated as of February 14, 2022 (the “Trust Agreement”) by and between
the Company and Continental Stock Transfer & Trust Company, to extend the Combination Period under the Trust Agreement for a period
of 12 months from February 17, 2023 to February 17, 2024 and to the extent the Charter is amended to extend the Combination Period under
the Trust Agreement shall be extended for a period of 12 months from February 17, 2023 to February 17, 2024 and to the extent the Charter
is amended to extend the Combination Period by depositing into the trust account $ 0.06 5,000,001 Prior
to the special meeting of stockholders to amend the Charter and the Trust Agreement, the Company had the right to extend the Combination
Period from February 17, 2023 to August 17, 2023 (i.e., 18 months from the consummation of the Company’s Initial Public Offering).
The only way to extend the Combination Period from February 17, 2023 to August 17, 2023 for two (2) successive three-month periods without
the need for a separate stockholder vote under the current Charter and Trust Agreement is for the Company’s sponsor or its affiliates
or designees, upon five days’ advance notice, to deposit into the Trust Account $ 1,725,000 0.20 As
a result of the approval of the Extension Amendment Proposal and the Trust Amendment Proposal, the Company had the right to extend the
Combination Period twelve (12) times for an additional one (1) month each time, from February 17, 2023 to February 17, 2024, provided
that the Extension Payment of $ 0.06 1,634,120 GENESIS
UNICORN CAPITAL CORP. NOTES
TO UNAUDITED FINANCIAL STATEMENTS June
30, 2023 In
connection with the stockholders’ vote at the special meeting on February 14, 2023, 3,177,941 8,023,765 5,867,515 5,447,059 2,156,250 Going
Concern and Management’s Plan As
of June 30, 2023 and December 31, 2022, the Company had $ 89,098 98,254 3,129,077 903,258 Disclosures
of Uncertainties about an Entity’s Ability to Continue as a Going Concern | NOTE
1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Genesis
Unicorn Capital Corp. (the “Company”) is a blank check company incorporated in the state of Delaware on February 23, 2021.
The Company was formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing
all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination
with one or more businesses or entities (“Business Combination”). Although the Company is not limited to a particular industry
or geographic region for purposes of consummating a Business Combination, the Company intends to focus on businesses in the biotechnology
and pharmaceutical industries. As
of December 31, 2022, the Company had not commenced any operations. All activity for the period from February 23, 2021 (inception) through
December 31, 2022 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”)
described below, and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The
Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from
the Initial Public Offering. The Company has selected December 31st as its fiscal year end. The Company is an early stage and emerging
growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The
Company’s sponsor is Genesis Unicorn Capital, LLC (the “Sponsor”), a Delaware limited liability company. The registration
statement for the Company’s Initial Public Offering was declared effective on February 14, 2022. On February 17, 2022, the Company
consummated its Initial Public Offering of 8,625,000 1,125,000 10.00 86,250,000 4,374,315 1,078,125 2,803,125 493,065 Simultaneously
with the consummation of the closing of the Initial Public Offering, the Company consummated the private placement of an aggregate of
377,331 10.00 3,773,310 Following
the closing of the Initial Public Offering and Private Placement on February 17, 2022, an amount of $ 87,543,750 10.15 GENESIS UNICORN CAPITAL CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022 The
Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem
all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting
called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the
Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which public stockholders may
seek to redeem their Public Shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with
a Business Combination only if the Company has net tangible assets of at least $ 5,000,001 If
the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules,
the Company’s amended and restated certificate of incorporation (the “Amended and Restated Certificate of Incorporation”)
provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is
acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s
prior written consent. The
public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially
$ 10.15 Distinguishing Liabilities from Equity If
a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the
Company will, pursuant to its Amended and Restated Certificate of Incorporation, offer such redemption pursuant to the tender offer rules
of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information
as would be included in a proxy statement with the SEC prior to completing a Business Combination. GENESIS UNICORN CAPITAL CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022 The
Sponsor has agreed (a) to vote its Class B common stock, the common stock included in the Private Placement Units (the “Private
Placement Shares”) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination,
(b) not to propose an amendment to the Amended and Restated Certificate of Incorporation with respect to the Company’s pre-Business
Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting public stockholders
with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the
Class B common stock) and Private Placement Units (including underlying securities) into the right to receive cash from the Trust Account
in connection with a stockholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a
Business Combination if the Company does not seek stockholder approval in connection therewith) or a vote to amend the provisions of
the Amended and Restated Certificate of Incorporation relating to stockholders’ rights of pre-Business Combination activity and
(d) that the Class B common stock and Private Placement Units (including underlying securities) shall not participate in any liquidating
distributions upon winding up if a Business Combination is not consummated. However, the Sponsor will be entitled to liquidating distributions
from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to
complete its Business Combination. The
Company will have until 12 months (or up to 18 months if the Company extends the period of time to consummate a Business Combination)
from the closing of the Initial Public Offering to consummate a Business Combination (the “Combination Period”). If the Company
is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the
purpose of winding up, (ii) as promptly as reasonably possible but no more than five business days thereafter, redeem 100% of the outstanding
Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest
earned (net of taxes payable and less interest to pay dissolution expenses up to $100,000), divided by the number of then outstanding
Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to
receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following
such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence
a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims
of creditors and the requirements of applicable law 10.00 GENESIS UNICORN CAPITAL CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022 The
Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products
sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce
the amounts in the Trust Account to below $ 10.00 The
Merger Agreement On
November 29, 2022, we entered into an agreement and plan of merger (the “Merger Agreement”) with EGSL Holdings Limited, a
Cayman Islands exempted company, and wholly-owned subsidiary of the Company (the “Purchaser”), ESGH Merger Sub Corp., a Cayman
Islands exempted company and a wholly-owned subsidiary of Purchaser (“Merger Sub”), Environmental Solutions Group Holdings
Limited, a Cayman Islands exempted company (“ESGL”), and Quek Leng Chuang, solely in his capacity as the shareholder representative,
agent and attorney-in-fact of the shareholders of ESGL (the “Shareholder Representative”). Upon the closing of the transactions
contemplated by the Merger Agreement, (a) the Company will be merged with and into the Purchaser (the “Redomestication Merger”),
with the Purchaser surviving the Redomestication Merger; and (b) Merger Sub will be merged with and into ESGL (the “Acquisition
Merger”), with ESGL surviving the Acquisition Merger as a direct wholly-owned subsidiary of the Purchaser (collectively, the Redomestication
Merger and the Acquisition Merger are the “Merger” of the Business Combination”). Following the Business Combination,
the Purchaser will be a publicly traded company listed on a stock exchange in the United States. Consideration Pursuant
to the terms of the Merger Agreement, the aggregate consideration to be paid at the closing of the Business Combination to existing shareholders
of ESGL is $ 75,000,000 10.00 375,000 3,500,000 The
Closing The
parties have agreed that the closing of the Business Combination shall occur no later than June 30, 2023, unless extended upon the written
agreement of the parties. Board
of Directors of Surviving Corporation Pursuant
to the terms of the Merger Agreement, immediately after the closing, the Purchaser’s board of directors shall consist of six (6)
directors, of whom one individual will be designated by the Company and of whom five (5) individuals will be designated by ESGL. The
Company designee and three (3) of the five (5) ESGL designees shall be deemed independent in accordance with Nasdaq requirements. GENESIS UNICORN CAPITAL CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022 Additional
Agreements executed at the signing of the Merger Agreement Contemporaneously
with the signing of the Merger Agreement, certain holders of ESGL ordinary shares executed lock-up agreements. Lock-up
Agreements Pursuant
to the Lock-Up Agreements such holders have agreed, subject to certain customary exceptions, not to (i) sell, offer to sell, contract
or agree to sell, pledge or otherwise dispose of, directly or indirectly, any of the Company shares of common stock held by them (such
shares, together with any securities convertible into or exchangeable for or representing the rights to receive the Company’s common
stock if any, acquired during the Lock-Up Period (the “Lock-up Shares”)); (ii) enter into a transaction that would have the
same effect; (iii) enter into any swap, hedge or other arrangement that transfers to another, in whole or in part, any of the economic
consequences of ownership of the Lock-Up Shares or otherwise or engage in any short sales or other arrangement with respect to the Lock-Up
Shares: or (iv) publicly announce any intention to effect any transaction specified in clause (i) or (ii), in each case until the date
that is six (6) months after the closing date of the Business of Combination (the “Lock-Up Period”). Shareholder
Support Agreement Contemporaneously
with the execution of the Merger Agreement, certain holders of ESGL ordinary shares entered into a support agreement, pursuant to which
such holders agreed to, among other things, approve the Merger Agreement and the proposed Initial Business Combination. Sponsor
Support Agreement Contemporaneously
with the execution of the Merger Agreement, certain holders of the Company’s common stock entered into a support agreement, pursuant
to which such holders agreed to, among other things, approve the Merger Agreement and the proposed Business Combination. Additional
Agreements to be executed at Closing Amended
and Restated Registration Rights Agreement At
the closing of the Business Combination, the Purchaser will enter into an amended and restated registration rights agreement (the “ Registration
Rights Agreement GENESIS UNICORN CAPITAL CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022 Going
Concern and Management’s Plan The
Company expects to incur significant costs in pursuit of its acquisition plans and will not generate any operating revenues until after
the completion of its initial business combination. In addition, the Company expects to have negative cash flows from operations as it
pursues an initial business combination target. In connection with the Company’s assessment of going concern considerations in
accordance with Accounting Standards Update (“ASU”) 2014-15, Disclosures of Uncertainties about an Entity’s Ability
to Continue as a Going Concern The
Company may raise additional capital through loans or additional investments from the Sponsor or its stockholders, officers, directors,
or third parties. The Company’s officers and directors and the Sponsor may, but are not obligated to (except as described above),
loan the Company funds, from time to time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s
working capital needs. Based on the foregoing, the Company believes it will have sufficient cash to meet its needs through the earlier
of consummation of a Business Combination or the deadline to complete a Business Combination pursuant to the Company’s Amended
and Restated Certificate of Incorporation (unless otherwise amended by stockholders). While
the Company expects to have sufficient access to additional sources of capital if necessary, there is no current commitment on the
part of any financing source to provide additional capital and no assurances can be provided that such additional capital will
ultimately be available. If the Company is unable to complete a Business Combination within the Combination Period, the Company will
cease all operations except for the purpose of winding up. Similar to the prior reporting period, these conditions raise substantial
doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the
financial statements are issued. There is no assurance that the Company’s plans to raise additional capital (to the extent
ultimately necessary) or to consummate a Business Combination will be successful or successful within the Combination Period. The
financial statements do not include any adjustments that might result from the outcome of this uncertainty. As
is customary for a special purpose acquisition company, if the Company is not able to consummate a Business Combination during the Combination
Period, it will cease all operations and redeem the Public Shares. Management plans to continue its efforts to consummate a Business
Combination during the Combination Period. |
