text stringlengths 225 2.29k |
|---|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
time of our initial business combination.
Following a business combination, we may seek to recruit additional
managers to supplement the incumbent management of the target business. We cannot assure you that we will have the ability to recruit
additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent
management.
Shareholders May Not Have the Ability to Approve Our Initial
Business Combination
We may conduct redemptions without a shareholder vote pursuant to the
tender offer rules of the SEC subject to the provisions of our amended and restated memorandum and articles of association. However, we
will seek shareholder approval if it is required by applicable law or stock exchange listing requirement, or we may decide to seek shareholder
approval for business or other reasons.
Under the Nasdaq’s listing rules, shareholder approval would
typically be required for our initial business combination if, for example:
We issue ordinary shares that will be equal to or in excess
of 20% of the number of our ordinary shares then-outstanding (other than in a public offering);
Any of our directors, officers or 5% or greater shareholder
has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
.
Under the Nasdaq’s listing rules, shareholder approval would
typically be required for our initial business combination if, for example:
We issue ordinary shares that will be equal to or in excess
of 20% of the number of our ordinary shares then-outstanding (other than in a public offering);
Any of our directors, officers or 5% or greater shareholder
has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target company
or assets to be acquired or otherwise and the present or potential issuance of ordinary shares could result in an increase in issued
and outstanding ordinary shares or voting power of 5% or more; or
The issuance or potential issuance of ordinary shares will
result in our undergoing a change of control.
The decision as to whether we will seek shareholder approval of a proposed
business combination in those instances in which shareholder approval is not required by law will be made by us, solely in our discretion,
and will be based on business and reasons, which include a variety of factors, including, but not limited to:
the timing of the transaction, including in the event we determine
shareholder approval would require additional time and there is either not enough time to seek
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
result in our undergoing a change of control.
The decision as to whether we will seek shareholder approval of a proposed
business combination in those instances in which shareholder approval is not required by law will be made by us, solely in our discretion,
and will be based on business and reasons, which include a variety of factors, including, but not limited to:
the timing of the transaction, including in the event we determine
shareholder approval would require additional time and there is either not enough time to seek shareholder approval or doing so would
place the company at a disadvantage in the transaction or result in other additional burdens on the company;
the expected cost of holding a shareholder vote;
the risk that the shareholders would fail to approve the proposed
business combination;
other time and budget constraints of the company; and
additional legal complexities of a proposed business combination
that would be time-consuming and burdensome to present to shareholders.
14
Permitted Purchases and Other Transactions with Respect to Our
Securities
If we seek shareholder approval of our initial business combination
and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our Sponsor,
directors, executive officers, advisors or their affiliates may purchase public shares or warrants in privately negotiated transactions
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
the company; and
additional legal complexities of a proposed business combination
that would be time-consuming and burdensome to present to shareholders.
14
Permitted Purchases and Other Transactions with Respect to Our
Securities
If we seek shareholder approval of our initial business combination
and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our Sponsor,
directors, executive officers, advisors or their affiliates may purchase public shares or warrants in privately negotiated transactions
or in the open market either prior to or following the completion of our initial business combination. Additionally, at any time at or
prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information),
our Sponsor, directors, executive officers, advisors or their affiliates may enter into transactions with investors and others to provide
them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their
public shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any
terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase public shares or warrants
in such transactions. If they engage in such
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
, advisors or their affiliates may enter into transactions with investors and others to provide
them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their
public shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any
terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase public shares or warrants
in such transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession
of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange
Act.
In the event that our Sponsor, directors, officers, advisors or their
affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption
rights or submitted a proxy to vote against our initial business combination, such selling shareholders would be required to revoke their
prior elections to redeem their shares and any proxy to vote against our initial business combination. We do not currently anticipate
that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private
transaction subject to the
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
their
affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption
rights or submitted a proxy to vote against our initial business combination, such selling shareholders would be required to revoke their
prior elections to redeem their shares and any proxy to vote against our initial business combination. We do not currently anticipate
that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private
transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases
that the purchases are subject to such rules, the purchasers will be required to comply with such rules.
The purpose of any such transaction could be to (i) vote in favor of
the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination, (ii) reduce
the number of public warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval in connection
with our initial business combination or (iii) satisfy a closing condition in an agreement with a target that requires us to have a minimum
net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
favor of
the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination, (ii) reduce
the number of public warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval in connection
with our initial business combination or (iii) satisfy a closing condition in an agreement with a target that requires us to have a minimum
net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would
otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not
otherwise have been possible.
In addition, if such purchases are made, the public “float”
of our Class A ordinary shares or public warrants may be reduced and the number of beneficial holders of our securities may be reduced,
which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.
Our Sponsor, officers, directors and/or their affiliates anticipate
that they may identify the shareholders with whom our Sponsor, officers, directors or their affiliates may pursue privately negotiated
transactions by either the shareholders contacting us directly or by our receipt of redemption requests submitted by shareholders (in
the case of Class A ordinary shares)
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
and the number of beneficial holders of our securities may be reduced,
which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.
Our Sponsor, officers, directors and/or their affiliates anticipate
that they may identify the shareholders with whom our Sponsor, officers, directors or their affiliates may pursue privately negotiated
transactions by either the shareholders contacting us directly or by our receipt of redemption requests submitted by shareholders (in
the case of Class A ordinary shares) following our mailing of tender offer or proxy materials in connection with our initial business
combination. To the extent that our Sponsor, officers, directors, advisors or their affiliates enter into a private transaction, they
would identify and contact only potential selling or redeeming shareholders who have expressed their election to redeem their shares for
a pro rata share of the Trust Account or vote against our initial business combination, whether or not such shareholder has already submitted
a proxy with respect to our initial business combination but only if such shares have not already been voted at the general meeting related
to our initial business combination. Our Sponsor, executive officers, directors, advisors or their affiliates will select which shareholders
to purchase shares from based on the negotiated price and number of shares and any other factors that they
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
election to redeem their shares for
a pro rata share of the Trust Account or vote against our initial business combination, whether or not such shareholder has already submitted
a proxy with respect to our initial business combination but only if such shares have not already been voted at the general meeting related
to our initial business combination. Our Sponsor, executive officers, directors, advisors or their affiliates will select which shareholders
to purchase shares from based on the negotiated price and number of shares and any other factors that they may deem relevant, and will
be restricted from purchasing shares if such purchases do not comply with Regulation M under the Exchange Act and the other federal securities
laws.
Our Sponsor, officers, directors and/or their affiliates will be restricted
from making purchases of shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. We expect any such purchases
would be reported by such person pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to
such reporting requirements.
15
Redemption Rights for Public Shareholders upon Completion of
Our Initial Business Combination
We will provide our public shareholders with the opportunity to redeem
all or a portion of their Class A ordinary shares upon the
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. We expect any such purchases
would be reported by such person pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to
such reporting requirements.
15
Redemption Rights for Public Shareholders upon Completion of
Our Initial Business Combination
We will provide our public shareholders with the opportunity to redeem
all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation
of the initial business combination, including interest and other income earned on the funds held in the Trust Account and not previously
released to us to pay our income taxes, if any, divided by the number of then-outstanding public shares, subject to the limitations described
herein. The amount in the Trust Account is initially anticipated to be $10.15 per public share. The per-share amount we will distribute
to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters.
The redemption rights will include the
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
funds held in the Trust Account and not previously
released to us to pay our income taxes, if any, divided by the number of then-outstanding public shares, subject to the limitations described
herein. The amount in the Trust Account is initially anticipated to be $10.15 per public share. The per-share amount we will distribute
to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters.
The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares.
There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Further, we will
not proceed with redeeming our public shares, even if a public shareholder has properly elected to redeem its shares, if a business combination
does not close. Our Sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have
agreed to waive their redemption rights with respect to any Founder Shares and public shares held by them in connection with (i) the completion
of our initial business combination and (ii) a shareholder vote to approve an amendment to our memorandum and articles of association
(A) that would modify the substance or
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
has properly elected to redeem its shares, if a business combination
does not close. Our Sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have
agreed to waive their redemption rights with respect to any Founder Shares and public shares held by them in connection with (i) the completion
of our initial business combination and (ii) a shareholder vote to approve an amendment to our memorandum and articles of association
(A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their
shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial
business combination within 12 months from the IPO Closing Date (extendable at our Sponsor’s option up to 18 months, as described
adjacent to “Description of Securities — Our Amended and Restated Memorandum and Articles of Association”) or (B) with
respect to any other provision relating to the rights of holders of our Class A ordinary shares.
Limitations on Redemptions
Our amended and restated memorandum and articles of association provide
that in no event will we redeem our public shares in an amount that would cause our net
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
Date (extendable at our Sponsor’s option up to 18 months, as described
adjacent to “Description of Securities — Our Amended and Restated Memorandum and Articles of Association”) or (B) with
respect to any other provision relating to the rights of holders of our Class A ordinary shares.
Limitations on Redemptions
Our amended and restated memorandum and articles of association provide
that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so
that we do not then become subject to the SEC’s “penny stock” rules). However, the proposed business combination may
require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital
or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed
business combination. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are
validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination
exceed the aggregate amount of cash available to us
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
owners, (ii) cash to be transferred to the target for working capital
or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed
business combination. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are
validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination
exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all Class
A ordinary shares submitted for redemption will be returned to the holders thereof.
Manner of Conducting Redemptions
We will provide our public shareholders with the opportunity to redeem
all or a portion of their Class A ordinary shares upon the completion of our initial business combination either (i) in connection with
a general meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek
shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will
be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
of their Class A ordinary shares upon the completion of our initial business combination either (i) in connection with
a general meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek
shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will
be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek
shareholder approval under applicable law or stock exchange listing requirement or whether we were deemed to be a foreign private issuer
(which would require a tender offer rather than seeking shareholder approval under SEC rules). Asset acquisitions and share purchases
would not typically require shareholder approval while direct mergers with our company where we do not survive and any transactions where
we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and articles
of association would typically require shareholder approval. We currently intend to conduct redemptions in connection with a shareholder
vote unless shareholder approval is not required by applicable law or stock exchange listing requirement or we choose to conduct redemptions
pursuant to the tender offer rules of the SEC
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
direct mergers with our company where we do not survive and any transactions where
we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and articles
of association would typically require shareholder approval. We currently intend to conduct redemptions in connection with a shareholder
vote unless shareholder approval is not required by applicable law or stock exchange listing requirement or we choose to conduct redemptions
pursuant to the tender offer rules of the SEC for business or other reasons. So long as we obtain and maintain a listing for our securities
on the Nasdaq, we will be required to comply with the Nasdaq rules.
16
If we held a shareholder vote to approve our initial business combination,
we will, pursuant to our amended and restated memorandum and articles of association:
conduct the redemptions in conjunction with a proxy solicitation
pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules;
and
file proxy materials with the SEC.
In the event that we seek shareholder approval of our initial business
combination, we will distribute proxy materials and, in connection therewith, provide our public shareholders with the redemption rights
des
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
our amended and restated memorandum and articles of association:
conduct the redemptions in conjunction with a proxy solicitation
pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules;
and
file proxy materials with the SEC.
In the event that we seek shareholder approval of our initial business
combination, we will distribute proxy materials and, in connection therewith, provide our public shareholders with the redemption rights
described above upon completion of the initial business combination.
If we seek shareholder approval, we will complete our initial business
combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of
a majority of the shareholders who attend and vote at a general meeting of the company. In such case, our Sponsor and each member of our
management team have agreed to vote their Founder Shares and public shares in favor of our initial business combination, and Nomura has
agreed to vote its Founder Shares in favor of our initial business combination. As a result, in addition to our initial purchaser’s
Founder Shares, we would need 9,487,501, or 37.5% (assuming all issued and outstanding shares are voted
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
at a general meeting of the company. In such case, our Sponsor and each member of our
management team have agreed to vote their Founder Shares and public shares in favor of our initial business combination, and Nomura has
agreed to vote its Founder Shares in favor of our initial business combination. As a result, in addition to our initial purchaser’s
Founder Shares, we would need 9,487,501, or 37.5% (assuming all issued and outstanding shares are voted) of the 25,300,000 public shares
outstanding to be voted in favor of an initial business combination in order to have our initial business combination approved. Each public
shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote
at all. In addition, our Sponsor and each member of our management team have entered into an agreement with us, pursuant to which they
have agreed to waive their redemption rights with respect to any Founder Shares and public shares held by them in connection with (i)
the completion of a business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and
articles of association (A) that would modify the substance or timing of our obligation to
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
transaction or vote
at all. In addition, our Sponsor and each member of our management team have entered into an agreement with us, pursuant to which they
have agreed to waive their redemption rights with respect to any Founder Shares and public shares held by them in connection with (i)
the completion of a business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and
articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares
the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if
we do not complete our initial business combination within 12 months from the IPO Closing Date (extendable at our Sponsor’s option
up to 18 months) or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares.
If we conduct redemptions pursuant to the tender offer rules of the
SEC, we will, pursuant to our amended and restated memorandum and articles of association:
conduct the redemptions pursuant to Rule 13e-4 and Regulation
14E of the Exchange Act, which regulate issuer tender offers; and
file tender
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
our Sponsor’s option
up to 18 months) or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares.
If we conduct redemptions pursuant to the tender offer rules of the
SEC, we will, pursuant to our amended and restated memorandum and articles of association:
conduct the redemptions pursuant to Rule 13e-4 and Regulation
14E of the Exchange Act, which regulate issuer tender offers; and
file tender offer documents with the SEC prior to completing
our initial business combination which contain substantially the same financial and other information about the initial business combination
and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.
Upon the public announcement of our initial business combination, if
we elect to conduct redemptions pursuant to the tender offer rules, we and our Sponsor will terminate any plan established in accordance
with Rule 10b5-1 to purchase Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act.
In the event we conduct redemptions pursuant to the tender offer rules,
our offer to redeem will remain open for at least 20 business days,
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
announcement of our initial business combination, if
we elect to conduct redemptions pursuant to the tender offer rules, we and our Sponsor will terminate any plan established in accordance
with Rule 10b5-1 to purchase Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act.
In the event we conduct redemptions pursuant to the tender offer rules,
our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will
not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender
offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted to redeem. If public
shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business
combination.
17
Limitation on Redemption upon Completion of Our Initial Business
Combination If We Seek Shareholder Approval
If we seek shareholder approval of our initial business combination
and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended
and
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
the number of public shares we are permitted to redeem. If public
shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business
combination.
17
Limitation on Redemption upon Completion of Our Initial Business
Combination If We Seek Shareholder Approval
If we seek shareholder approval of our initial business combination
and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended
and restated memorandum and articles of association provides that a public shareholder, together with any affiliate of such shareholder
or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange
Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in our Initial Public
Offering, which we refer to as “Excess Shares,” without our prior consent. We believe this restriction will discourage shareholders
from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights
against a proposed business combination as a means to force us or our management to purchase their shares at a significant premium to
the then-current
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
redeeming its shares with respect to more than an aggregate of 15% of the shares sold in our Initial Public
Offering, which we refer to as “Excess Shares,” without our prior consent. We believe this restriction will discourage shareholders
from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights
against a proposed business combination as a means to force us or our management to purchase their shares at a significant premium to
the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate
of 15% of the shares sold in our Initial Public Offering could threaten to exercise its redemption rights if such holder’s shares
are not purchased by us, our Sponsor or our management at a premium to the then-current market price or on other undesirable terms. By
limiting our shareholders’ ability to redeem no more than 15% of the shares sold in our Initial Public Offering without our prior
consent, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete
our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition
that we have
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
or our management at a premium to the then-current market price or on other undesirable terms. By
limiting our shareholders’ ability to redeem no more than 15% of the shares sold in our Initial Public Offering without our prior
consent, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete
our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition
that we have a minimum net worth or a certain amount of cash.
However, we would not be restricting our shareholders’ ability
to vote all of their shares (including Excess Shares) for or against our initial business combination.
Tendering Share Certificates in Connection with a Tender Offer
or Redemption Rights
Public shareholders seeking to exercise their redemption rights, whether
they are record holders or hold their shares in “street name,” will be required to either tender their certificates (if any)
to our transfer agent prior to the date set forth in the proxy solicitation or tender offer materials, as applicable, mailed to such holders,
or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At
Custodian) System,
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
or Redemption Rights
Public shareholders seeking to exercise their redemption rights, whether
they are record holders or hold their shares in “street name,” will be required to either tender their certificates (if any)
to our transfer agent prior to the date set forth in the proxy solicitation or tender offer materials, as applicable, mailed to such holders,
or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At
Custodian) System, at the holder’s option, in each case up to two business days prior to the initially scheduled vote to approve
the business combination. The proxy solicitation or tender offer materials, as applicable, that we will furnish to holders of our public
shares in connection with our initial business combination will indicate the applicable delivery requirements, which will include the
requirement that a beneficial holder must identify itself in order to validly redeem its shares. Accordingly, a public shareholder would
have from the time we send out our tender offer materials until the close of the tender offer period, or up to two business days prior
to the initially scheduled vote on the proposal to approve the business combination if we distribute proxy materials, as applicable, to
tender its shares if it wishes to seek to
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
combination will indicate the applicable delivery requirements, which will include the
requirement that a beneficial holder must identify itself in order to validly redeem its shares. Accordingly, a public shareholder would
have from the time we send out our tender offer materials until the close of the tender offer period, or up to two business days prior
to the initially scheduled vote on the proposal to approve the business combination if we distribute proxy materials, as applicable, to
tender its shares if it wishes to seek to exercise its redemption rights. Given the relatively short period in which to exercise redemption
rights, it is advisable for shareholders to use electronic delivery of their public shares.
There is a nominal cost associated with the above-referenced tendering
process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent will typically charge the
tendering broker a fee of approximately $80.00 and it would be up to the broker whether or not to pass this cost on to the redeeming holder.
However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights to tender their
shares. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
shares or delivering them through the DWAC System. The transfer agent will typically charge the
tendering broker a fee of approximately $80.00 and it would be up to the broker whether or not to pass this cost on to the redeeming holder.
However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights to tender their
shares. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must
be effectuated.
In order to perfect redemption rights in connection with their business
combinations, many blank check companies would distribute proxy materials for the shareholders’ vote on an initial business combination,
and a holder could simply vote against a proposed business combination and check a box on the proxy card indicating such holder was seeking
to exercise his or her redemption rights. After the business combination was approved, the company would contact such shareholder to arrange
for him or her to deliver his or her certificate to verify ownership. As a result, the shareholder then had an “option window”
after the completion of the business combination during which he or she could monitor the price of the company’s shares in the market.
If the price rose above the redemption price, he or she could sell his or her
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
card indicating such holder was seeking
to exercise his or her redemption rights. After the business combination was approved, the company would contact such shareholder to arrange
for him or her to deliver his or her certificate to verify ownership. As a result, the shareholder then had an “option window”
after the completion of the business combination during which he or she could monitor the price of the company’s shares in the market.
If the price rose above the redemption price, he or she could sell his or her shares in the open market before actually delivering his
or her shares to the company for cancellation. As a result, the redemption rights, to which shareholders were aware they needed to commit
before the general meeting, would become “option” rights surviving past the completion of the business combination until the
redeeming holder delivered its certificate. The requirement for physical or electronic delivery prior to the meeting ensures that a redeeming
shareholder’s election to redeem is irrevocable once the business combination is approved.
18
Any request to redeem such shares, once made, may be withdrawn at any
time up to two business days prior to the initially scheduled vote on the proposal to approve the business combination, unless otherwise
agreed to by us or as otherwise provided in the proxy statement
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
until the
redeeming holder delivered its certificate. The requirement for physical or electronic delivery prior to the meeting ensures that a redeeming
shareholder’s election to redeem is irrevocable once the business combination is approved.
18
Any request to redeem such shares, once made, may be withdrawn at any
time up to two business days prior to the initially scheduled vote on the proposal to approve the business combination, unless otherwise
agreed to by us or as otherwise provided in the proxy statement. Furthermore, if a holder of a public share delivered its certificate
in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such
rights, such holder may simply request that the transfer agent return the certificate (physically or electronically). It is anticipated
that the funds to be distributed to holders of our public shares electing to redeem their shares will be distributed promptly after the
completion of our initial business combination.
If our initial business combination is not approved or completed for
any reason, then our public shareholders who elected to exercise their redemption rights would not be entitled to redeem their shares
for the applicable pro rata share of the Trust Account. In such case, we will promptly return any certificates delivered by public holders
who
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
). It is anticipated
that the funds to be distributed to holders of our public shares electing to redeem their shares will be distributed promptly after the
completion of our initial business combination.
If our initial business combination is not approved or completed for
any reason, then our public shareholders who elected to exercise their redemption rights would not be entitled to redeem their shares
for the applicable pro rata share of the Trust Account. In such case, we will promptly return any certificates delivered by public holders
who elected to redeem their shares.
If our initial proposed business combination is not completed, we may
continue to try to complete a business combination with a different target until 12 months from the IPO Closing Date.
Redemption of Public Shares and Liquidation If No Initial Business
Combination
Our amended and restated memorandum and articles of association provides
that we will have only 12 months from the IPO Closing Date (extendable at our Sponsor’s option up to 18 months, as described adjacent
to “Description of Securities — Our Amended and Restated Memorandum and Articles of Association”) to consummate an initial
business combination. If we have not consummated an initial business combination within 12 months from the IPO Closing Date (extendable
at our Sponsor’s
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
Our amended and restated memorandum and articles of association provides
that we will have only 12 months from the IPO Closing Date (extendable at our Sponsor’s option up to 18 months, as described adjacent
to “Description of Securities — Our Amended and Restated Memorandum and Articles of Association”) to consummate an initial
business combination. If we have not consummated an initial business combination within 12 months from the IPO Closing Date (extendable
at our Sponsor’s option up to 18 months, as described adjacent to “Description of Securities — Our Amended and Restated
Memorandum and Articles of Association”), we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly
as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash,
equal to the aggregate amount then on deposit in the Trust Account, including interest and other income earned on the funds held in the
Trust Account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses)
divided by the number of the then-outstanding public shares, which redemption will completely extingu
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash,
equal to the aggregate amount then on deposit in the Trust Account, including interest and other income earned on the funds held in the
Trust Account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses)
divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights
as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject
in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to
consummate an initial business combination within 12 months from the IPO Closing Date (extendable at our Sponsor’s option up to
18 months, as described adjacent to “Description of Securities — Our Amended and Restated Memorandum and Articles of
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to
consummate an initial business combination within 12 months from the IPO Closing Date (extendable at our Sponsor’s option up to
18 months, as described adjacent to “Description of Securities — Our Amended and Restated Memorandum and Articles of Association”).
Our amended and restated memorandum and articles of association provide that, if we wind up for any other reason prior to the consummation
of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the Trust Account as promptly
as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law.
Our Sponsor and each member of our management team have entered into
an agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the Trust Account with
respect to any Founder Shares they hold if we fail to consummate an initial business combination within 12 months from the IPO Closing
Date (extendable at our Sponsor’s option up to 18 months) (
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law.
Our Sponsor and each member of our management team have entered into
an agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the Trust Account with
respect to any Founder Shares they hold if we fail to consummate an initial business combination within 12 months from the IPO Closing
Date (extendable at our Sponsor’s option up to 18 months) (although they will be entitled to liquidating distributions from the
Trust Account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed
time frame).
Our Sponsor, executive officers and directors have agreed, pursuant
to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association
(A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their
shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial
business combination within 12 months from the IPO Closing Date (extendable at our Sponsor’s option up to 18 months) or
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
, that they will not propose any amendment to our amended and restated memorandum and articles of association
(A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their
shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial
business combination within 12 months from the IPO Closing Date (extendable at our Sponsor’s option up to 18 months) or (B) with
respect to any other provision relating to the rights of holders of our Class A ordinary shares, unless we provide our public shareholders
with the opportunity to redeem their public shares upon approval of any such amendment at a per-share price, payable in cash, equal to
the aggregate amount then on deposit in the Trust Account, including interest and other income earned on the funds held in the Trust Account
and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares. However,
we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not
then become subject to the SEC’s “penny
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
the aggregate amount then on deposit in the Trust Account, including interest and other income earned on the funds held in the Trust Account
and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares. However,
we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not
then become subject to the SEC’s “penny stock” rules). If this optional redemption right is exercised with respect to
an excessive number of public shares such that we cannot satisfy the net tangible asset requirement, we would not proceed with the amendment
or the related redemption of our public shares at such time. This redemption right shall apply in the event of the approval of any such
amendment, whether proposed by our Sponsor, any executive officer, director, or any other person.
19
We expect that all costs and expenses associated with implementing
our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the $1,850,000 held outside
the Trust Account plus up to $100,000 of funds from the Trust Account available to us to pay dissolution expenses, although
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
apply in the event of the approval of any such
amendment, whether proposed by our Sponsor, any executive officer, director, or any other person.
19
We expect that all costs and expenses associated with implementing
our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the $1,850,000 held outside
the Trust Account plus up to $100,000 of funds from the Trust Account available to us to pay dissolution expenses, although we cannot
assure you that there will be sufficient funds for such purpose.
If we were to expend all of the net proceeds of our Initial Public
Offering and the sale of the private placement warrants, other than the proceeds deposited in the Trust Account, and without taking into
account interest, if any, earned on the Trust Account, the per-share redemption amount received by shareholders upon our dissolution would
be $10.15. The proceeds deposited in the Trust Account could, however, become subject to the claims of our creditors which would have
higher priority than the claims of our public shareholders. We cannot assure you that the actual per-share redemption amount received
by shareholders will not be less than $10.15. While we intend to pay such amounts, if any
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
account interest, if any, earned on the Trust Account, the per-share redemption amount received by shareholders upon our dissolution would
be $10.15. The proceeds deposited in the Trust Account could, however, become subject to the claims of our creditors which would have
higher priority than the claims of our public shareholders. We cannot assure you that the actual per-share redemption amount received
by shareholders will not be less than $10.15. While we intend to pay such amounts, if any, we cannot assure you that we will have funds
sufficient to pay or provide for all creditors’ claims.
Although we will seek to have all vendors, service providers (other
than our independent registered public accounting firm), prospective target businesses and other entities with which we do business execute
agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit
of our public shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that
they would be prevented from bringing claims against the Trust Account including, but not limited, to fraudulent inducement, breach of
fiduciary responsibility or other similar claims, as well as claims challenging the enforce
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
execute
agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit
of our public shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that
they would be prevented from bringing claims against the Trust Account including, but not limited, to fraudulent inducement, breach of
fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order
to gain an advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third-party refuses
to execute an agreement waiving such claims to the monies held in the Trust Account, our management will perform an analysis of the alternatives
available to it and will only enter into an agreement with a third-party that has not executed a waiver if management believes that such
third-party’s engagement would be significantly more beneficial to us than any alternative. An example of possible instances where
we may engage a third-party that refuses to execute a waiver includes the engagement of a third-party consultant whose particular expertise
or skills are believed by management to be significantly superior to those of other consultants that would
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
, our management will perform an analysis of the alternatives
available to it and will only enter into an agreement with a third-party that has not executed a waiver if management believes that such
third-party’s engagement would be significantly more beneficial to us than any alternative. An example of possible instances where
we may engage a third-party that refuses to execute a waiver includes the engagement of a third-party consultant whose particular expertise
or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or
in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such
entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or
agreements with us and will not seek recourse against the Trust Account for any reason. In order to protect the amounts held in the Trust
Account, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third-party for services rendered or
products sold to us (other than our independent registered public accounting firm), or a prospective target business with which we have
discussed entering into a transaction agreement, reduce the amounts in
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
, any negotiations, contracts or
agreements with us and will not seek recourse against the Trust Account for any reason. In order to protect the amounts held in the Trust
Account, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third-party for services rendered or
products sold to us (other than our independent registered public accounting firm), or a prospective target business with which we have
discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.15 per public
share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account if
less than $10.15 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn
to pay our income tax obligations, provided that such liability will not apply to any claims by a third-party or prospective target business
that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under our indemnity of
the underwriters of our Initial Public Offering against certain liabilities, including liabilities under the Securities Act. In the
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn
to pay our income tax obligations, provided that such liability will not apply to any claims by a third-party or prospective target business
that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under our indemnity of
the underwriters of our Initial Public Offering against certain liabilities, including liabilities under the Securities Act. In the event
that an executed waiver is deemed to be unenforceable against a third-party, our Sponsor will not be responsible to the extent of any
liability for such third-party claims. However, we have not asked our Sponsor to reserve for such indemnification obligations, nor have
we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our Sponsor’s
only assets are securities of the company. Therefore, we cannot assure you that our Sponsor would be able to satisfy those obligations.
None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective
target businesses.
In the event that the proceeds in the Trust Account are reduced below
the lesser of (i) $
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
have
we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our Sponsor’s
only assets are securities of the company. Therefore, we cannot assure you that our Sponsor would be able to satisfy those obligations.
None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective
target businesses.
In the event that the proceeds in the Trust Account are reduced below
the lesser of (i) $10.15 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the
liquidation of the Trust Account if less than $10.15 per public share due to reductions in the value of the trust assets, in each case
net of the amount of interest which may be withdrawn to pay our income tax obligations, and our Sponsor asserts that it is unable to satisfy
its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors
would determine whether to take legal action against our Sponsor to enforce its indemnification obligations. While we currently expect
that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to
us, it
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
each case
net of the amount of interest which may be withdrawn to pay our income tax obligations, and our Sponsor asserts that it is unable to satisfy
its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors
would determine whether to take legal action against our Sponsor to enforce its indemnification obligations. While we currently expect
that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to
us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance.
Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be less
than $10.15 per public share.
20
We will seek to reduce the possibility that our Sponsor will have to
indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than our independent
registered public accounting firm), prospective target businesses or other entities with which we do business execute agreements with
us waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Our Sponsor will also not be liable
as
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
share.
20
We will seek to reduce the possibility that our Sponsor will have to
indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than our independent
registered public accounting firm), prospective target businesses or other entities with which we do business execute agreements with
us waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Our Sponsor will also not be liable
as to any claims under our indemnity of the underwriters of our Initial Public Offering against certain liabilities, including liabilities
under the Securities Act. We have access to up to $1,850,000 with which to pay any such potential claims (including costs and expenses
incurred in connection with our liquidation, currently estimated to be no more than approximately $100,000). In the event that we liquidate
and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our
Trust Account could be liable for claims made by creditors, however such liability will not be greater than the amount of funds from our
Trust Account received by any such shareholder. In the event that our offering expenses exceed our estimate of $700,000,
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
in connection with our liquidation, currently estimated to be no more than approximately $100,000). In the event that we liquidate
and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our
Trust Account could be liable for claims made by creditors, however such liability will not be greater than the amount of funds from our
Trust Account received by any such shareholder. In the event that our offering expenses exceed our estimate of $700,000, we may fund such
excess with funds from the funds not to be held in the Trust Account. In such case, the amount of funds we intend to be held outside the
Trust Account would decrease by a corresponding amount. Conversely, in the event that the offering expenses are less than our estimate
of $700,000, the amount of funds we intend to be held outside the Trust Account would increase by a corresponding amount.
If we file a bankruptcy petition or an involuntary bankruptcy petition
is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may
be included in our bankruptcy or insolvency estate and subject to the claims of third parties with priority over the claims of our shareholders.
To the extent any
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
less than our estimate
of $700,000, the amount of funds we intend to be held outside the Trust Account would increase by a corresponding amount.
If we file a bankruptcy petition or an involuntary bankruptcy petition
is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may
be included in our bankruptcy or insolvency estate and subject to the claims of third parties with priority over the claims of our shareholders.
To the extent any bankruptcy or insolvency claims deplete the Trust Account, we cannot assure you we will be able to return $10.15 per
public share to our public shareholders. Additionally, if we file a bankruptcy petition or an involuntary bankruptcy petition is filed
against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy
laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek
to recover some or all amounts received by our shareholders. Furthermore, our board of directors may be viewed as having breached its
fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy
laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek
to recover some or all amounts received by our shareholders. Furthermore, our board of directors may be viewed as having breached its
fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive
damages, by paying public shareholders from the Trust Account prior to addressing the claims of creditors. We cannot assure you that claims
will not be brought against us for these reasons.
Our public shareholders will be entitled to receive funds from the
Trust Account only (i) in the event of the redemption of our public shares if we do not complete our initial business combination within
12 months from the IPO Closing Date (extendable at our Sponsor’s option up to 18 months), (ii) in connection with a shareholder
vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation
to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination
or
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
event of the redemption of our public shares if we do not complete our initial business combination within
12 months from the IPO Closing Date (extendable at our Sponsor’s option up to 18 months), (ii) in connection with a shareholder
vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation
to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination
or to redeem 100% of our public shares if we do not complete our initial business combination within 12 months from the IPO Closing Date
(extendable at our Sponsor’s option up to 18 months) or (B) with respect to any other provision relating to the rights of holders
of our Class A ordinary shares, or (iii) if they redeem their respective shares for cash upon the completion of the initial business combination.
Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (ii) in the preceding
sentence shall not be entitled to funds from the Trust Account upon the subsequent completion of an initial business combination or liquidation
if we have not consummated an initial business combination within 12 months from the IPO Closing Date
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
of holders
of our Class A ordinary shares, or (iii) if they redeem their respective shares for cash upon the completion of the initial business combination.
Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (ii) in the preceding
sentence shall not be entitled to funds from the Trust Account upon the subsequent completion of an initial business combination or liquidation
if we have not consummated an initial business combination within 12 months from the IPO Closing Date (extendable at our Sponsor’s
option up to 18 months), with respect to such Class A ordinary shares so redeemed. In no other circumstances will a shareholder have any
right or interest of any kind to or in the Trust Account. In the event we seek shareholder approval in connection with our initial business
combination, a shareholder’s voting in connection with the business combination alone will not result in a shareholder’s redeeming
its shares to us for an applicable pro rata share of the Trust Account. Such shareholder must have also exercised its redemption rights
described above. These provisions of our amended and restated memorandum and articles of association, like all provisions of our amended
and restated memorandum and articles of association, may be amended with a shareholder vote.
21
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
in connection with our initial business
combination, a shareholder’s voting in connection with the business combination alone will not result in a shareholder’s redeeming
its shares to us for an applicable pro rata share of the Trust Account. Such shareholder must have also exercised its redemption rights
described above. These provisions of our amended and restated memorandum and articles of association, like all provisions of our amended
and restated memorandum and articles of association, may be amended with a shareholder vote.
21
Comparison of Redemption or Purchase Prices in Connection with Our
Initial Business Combination and If We Fail to Complete Our Initial Business Combination.
Website
Our corporate website address
is wwwgenesisgrowthtech.com. Information contained on our website is not part of this Annual Report on Form 10-K.
Our Annual Report on Form 10-K,
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as any amendments and exhibits to these reports, filed or furnished
pursuant to Section 13(a) or Section 15(d) of the Exchange Act, are available on our website, free of charge, as soon as reasonable
practicable after such reports are filed with, or furnished to, the SEC. Alternatively, you may access these
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
.
Our Annual Report on Form 10-K,
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as any amendments and exhibits to these reports, filed or furnished
pursuant to Section 13(a) or Section 15(d) of the Exchange Act, are available on our website, free of charge, as soon as reasonable
practicable after such reports are filed with, or furnished to, the SEC. Alternatively, you may access these reports at the SEC’s
website at www.sec.gov.
Item 1A. Risk
Factors.
An investment in our securities
involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained
in this Annual Report on Form 10-K, including our financial statements and related notes, before making a decision to invest in our securities.
If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In
that event, the trading price of our securities could decline, and you could lose all or part of your investment.
We are a recently incorporated company with no operating history
and no revenues, and you have no basis on which to evaluate our ability to
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
Annual Report on Form 10-K, including our financial statements and related notes, before making a decision to invest in our securities.
If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In
that event, the trading price of our securities could decline, and you could lose all or part of your investment.
We are a recently incorporated company with no operating history
and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.
We are a recently incorporated company, incorporated
under the laws of the Cayman Islands with no operating results, and we commenced operations on December 13, 2021. Because we lack an operating
history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our initial business combination
with one or more target businesses. We have no plans, arrangements or understandings with any prospective target business concerning a
business combination and may be unable to complete our initial business combination. If we fail to complete our initial business combination,
we will never generate any operating revenues.
Past performance by our management team or their respective affiliates
may not be indicative of future performance of an investment in us.
Information regarding performance is presented for
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
our ability to achieve our business objective of completing our initial business combination
with one or more target businesses. We have no plans, arrangements or understandings with any prospective target business concerning a
business combination and may be unable to complete our initial business combination. If we fail to complete our initial business combination,
we will never generate any operating revenues.
Past performance by our management team or their respective affiliates
may not be indicative of future performance of an investment in us.
Information regarding performance is presented for
informational purposes only. Any past experience or performance of our management team and their respective affiliates is not a guarantee
of either (i) our ability to successfully identify and execute a transaction or (ii) success with respect to any business combination
that we may consummate. You should not rely on the historical record of our management team or their respective affiliates as indicative
of the future performance of an investment in us or the returns we will, or are likely to, generate going forward. Our management has
no experience in operating special purpose acquisition companies.
Our expectations regarding changes and growth in the technology
industry may not materialize to the extent we expect, or at all.
We expect favorable changes and growth in the technology
industry based on certain trends and assumptions.
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
. You should not rely on the historical record of our management team or their respective affiliates as indicative
of the future performance of an investment in us or the returns we will, or are likely to, generate going forward. Our management has
no experience in operating special purpose acquisition companies.
Our expectations regarding changes and growth in the technology
industry may not materialize to the extent we expect, or at all.
We expect favorable changes and growth in the technology
industry based on certain trends and assumptions. No assurance can be given that these trends and assumptions, or that our expectations
surrounding the technology industry, will be accurate. Further, unanticipated events and circumstances may occur and change the outlook
surrounding the technology industry in material ways. Accordingly, our expectations of growth in the technology industry may occur to
a different extent or at a different time, or may not occur at all. If our expectations surrounding certain favorable changes in the technology
industry do not occur to the degree that we expect, or at all, our ability to find a suitable initial business combination target and
consummate an initial business combination may be hindered or delayed.
22
Our shareholders may not be afforded an opportunity to vote on
our proposed initial business combination, which means we may
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
growth in the technology industry may occur to
a different extent or at a different time, or may not occur at all. If our expectations surrounding certain favorable changes in the technology
industry do not occur to the degree that we expect, or at all, our ability to find a suitable initial business combination target and
consummate an initial business combination may be hindered or delayed.
22
Our shareholders may not be afforded an opportunity to vote on
our proposed initial business combination, which means we may complete our initial business combination even though a majority of our
shareholders do not support such a combination.
We may choose not to hold a shareholder vote before
we complete our initial business combination if the business combination would not require shareholder approval under applicable law or
stock exchange listing requirements. For instance, if we were seeking to acquire a target business where the consideration we were paying
in the transaction was all cash, we would typically not be required to seek shareholder approval to complete such a transaction. Except
as required by applicable law or stock exchange listing requirement, the decision as to whether we will seek shareholder approval of a
proposed business combination or will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our
discretion,
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
. For instance, if we were seeking to acquire a target business where the consideration we were paying
in the transaction was all cash, we would typically not be required to seek shareholder approval to complete such a transaction. Except
as required by applicable law or stock exchange listing requirement, the decision as to whether we will seek shareholder approval of a
proposed business combination or will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our
discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction
would otherwise require us to seek shareholder approval. Accordingly, we may complete our initial business combination even if holders
of a majority of our issued and outstanding ordinary shares do not approve of the business combination we complete.
Your only opportunity to affect the investment decision regarding
a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash.
At the time of your investment in us, you will not
be provided with an opportunity to evaluate the specific merits or risks of any target businesses. If our board of directors determines
to complete a business combination without seeking shareholder approval, your only opportunity to affect the investment decision regarding
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
shares do not approve of the business combination we complete.
Your only opportunity to affect the investment decision regarding
a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash.
At the time of your investment in us, you will not
be provided with an opportunity to evaluate the specific merits or risks of any target businesses. If our board of directors determines
to complete a business combination without seeking shareholder approval, your only opportunity to affect the investment decision regarding
a potential business combination may be limited to exercising your redemption rights within the period of time (which will be at least
20 business days) set forth in our tender offer documents mailed to our public shareholders in which we describe our initial business
combination.
If we seek shareholder approval of our initial business combination,
our Sponsor and members of our management team have agreed to vote in favor of such initial business combination, regardless of how our
public shareholders vote.
Our
Sponsor owns, on an as-converted basis, 20% of our outstanding ordinary shares. Our Sponsor and members of our management team also may
from time to time purchase Class A ordinary shares prior to our initial business combination. Our amended and restated memorandum
and articles of association provide that, if we
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
our initial business combination,
our Sponsor and members of our management team have agreed to vote in favor of such initial business combination, regardless of how our
public shareholders vote.
Our
Sponsor owns, on an as-converted basis, 20% of our outstanding ordinary shares. Our Sponsor and members of our management team also may
from time to time purchase Class A ordinary shares prior to our initial business combination. Our amended and restated memorandum
and articles of association provide that, if we seek shareholder approval, we will complete our initial business combination only if we
obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders
who attend and vote at a general meeting of the company. As a result, in addition to our initial shareholders’ Founder Shares, we
would need 9,487,501, or 37.5% (assuming all issued and outstanding shares
are voted) of the 25,300,000 public shares outstanding to be voted in favor of an initial business combination in order to have our initial
business combination approved. Accordingly, if we seek shareholder approval of our initial business combination, the agreement by our
Sponsor and each member of our management team to vote
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
, in addition to our initial shareholders’ Founder Shares, we
would need 9,487,501, or 37.5% (assuming all issued and outstanding shares
are voted) of the 25,300,000 public shares outstanding to be voted in favor of an initial business combination in order to have our initial
business combination approved. Accordingly, if we seek shareholder approval of our initial business combination, the agreement by our
Sponsor and each member of our management team to vote in favor of our initial business combination will increase the likelihood that
we will receive the requisite shareholder approval for such initial business combination.
The ability of our public shareholders to redeem their shares
for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to
enter into a business combination with a target.
We may seek to enter into a business combination
transaction agreement with a prospective target that requires as a closing condition that we have a minimum net worth or a certain amount
of cash. If too many public shareholders exercise their redemption rights, we would not be able to meet such closing condition and, as
a result, would not be able to proceed with the business combination. Furthermore, in no event will we redeem our public
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
it difficult for us to
enter into a business combination with a target.
We may seek to enter into a business combination
transaction agreement with a prospective target that requires as a closing condition that we have a minimum net worth or a certain amount
of cash. If too many public shareholders exercise their redemption rights, we would not be able to meet such closing condition and, as
a result, would not be able to proceed with the business combination. Furthermore, in no event will we redeem our public shares in an
amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC’s “penny
stock” rules). Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets to be less
than $5,000,001 or such greater amount necessary to satisfy a closing condition as described above, we would not proceed with such redemption
and the related business combination and may instead search for an alternate business combination. Prospective targets will be aware of
these risks and, thus, may be reluctant to enter into a business combination transaction with us.
23
The ability of our public shareholders to exercise redemption
rights with respect to a large number of our shares may
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
tangible assets to be less
than $5,000,001 or such greater amount necessary to satisfy a closing condition as described above, we would not proceed with such redemption
and the related business combination and may instead search for an alternate business combination. Prospective targets will be aware of
these risks and, thus, may be reluctant to enter into a business combination transaction with us.
23
The ability of our public shareholders to exercise redemption
rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our
capital structure.
At the time we enter into an agreement for our initial
business combination, we will not know how many shareholders may exercise their redemption rights, and therefore will need to structure
the transaction based on our expectations as to the number of shares that will be submitted for redemption. If a large number of shares
are submitted for redemption, we may need to restructure the transaction to reserve a greater portion of the cash in the Trust Account
or arrange for additional third-party financing. Raising additional third-party financing may involve dilutive equity issuances or the
incurrence of indebtedness at higher than desirable levels. The above considerations may limit our ability to complete the most desirable
business combination available to
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
our expectations as to the number of shares that will be submitted for redemption. If a large number of shares
are submitted for redemption, we may need to restructure the transaction to reserve a greater portion of the cash in the Trust Account
or arrange for additional third-party financing. Raising additional third-party financing may involve dilutive equity issuances or the
incurrence of indebtedness at higher than desirable levels. The above considerations may limit our ability to complete the most desirable
business combination available to us or optimize our capital structure. The amount of the deferred underwriting commissions payable to
the underwriters will not be adjusted for any shares that are redeemed in connection with an initial business combination. The per-share
amount we will distribute to shareholders who properly exercise their redemption rights will not be reduced by the deferred underwriting
commission and after such redemptions, the amount held in trust will continue to reflect our obligation to pay the entire deferred underwriting
commissions.
The ability of our public shareholders to exercise redemption
rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful
and that you would have to wait for liquidation in order to redeem your shares.
If our initial business combination agreement requires
us to use
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
not be reduced by the deferred underwriting
commission and after such redemptions, the amount held in trust will continue to reflect our obligation to pay the entire deferred underwriting
commissions.
The ability of our public shareholders to exercise redemption
rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful
and that you would have to wait for liquidation in order to redeem your shares.
If our initial business combination agreement requires
us to use a portion of the cash in the Trust Account to pay the purchase price, or requires us to have a minimum amount of cash at closing,
the probability that our initial business combination would be unsuccessful is increased. If our initial business combination is unsuccessful,
you would not receive your pro rata portion of the funds in the Trust Account until we liquidate the Trust Account. If you are in need
of immediate liquidity, you could attempt to sell your shares in the open market; however, at such time our shares may trade at a discount
to the pro rata amount per share in the Trust Account. In either situation, you may suffer a material loss on your investment or lose
the benefit of funds expected in connection with our redemption until we liquidate or you are able to
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
ata portion of the funds in the Trust Account until we liquidate the Trust Account. If you are in need
of immediate liquidity, you could attempt to sell your shares in the open market; however, at such time our shares may trade at a discount
to the pro rata amount per share in the Trust Account. In either situation, you may suffer a material loss on your investment or lose
the benefit of funds expected in connection with our redemption until we liquidate or you are able to sell your shares in the open market.
The requirement that we consummate an initial business combination
within 12 months after the IPO Closing Date (extendable at our Sponsor’s option up to 18 months) may give potential target businesses
leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business
combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial
business combination on terms that would produce value for our shareholders.
Any potential target business with which we enter
into negotiations concerning a business combination will be aware that we must consummate an initial business combination within 12 months
from the IPO Closing Date (extendable at our Sponsor’s option up to
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
combination and may limit the time we have in which to conduct due diligence on potential business
combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial
business combination on terms that would produce value for our shareholders.
Any potential target business with which we enter
into negotiations concerning a business combination will be aware that we must consummate an initial business combination within 12 months
from the IPO Closing Date (extendable at our Sponsor’s option up to 18 months). Consequently, such target business may obtain leverage
over us in negotiating a business combination, knowing that if we do not complete our initial business combination with that particular
target business, we may be unable to complete our initial business combination with any target business. This risk will increase as we
get closer to the time frame described above. In addition, we may have limited time to conduct due diligence and may enter into our initial
business combination on terms that we would have rejected upon a more comprehensive investigation.
24
Our Sponsor has the right to extend the term we have to consummate
our initial business combination to up to 18 months from the IPO Closing Date without providing our shareholders with a corresponding
vote or redemption right.
We will initially have until 12 months
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
increase as we
get closer to the time frame described above. In addition, we may have limited time to conduct due diligence and may enter into our initial
business combination on terms that we would have rejected upon a more comprehensive investigation.
24
Our Sponsor has the right to extend the term we have to consummate
our initial business combination to up to 18 months from the IPO Closing Date without providing our shareholders with a corresponding
vote or redemption right.
We will initially have until 12 months from the
IPO Closing Date to consummate our initial business combination. However, if we anticipate that we may not be able to consummate our initial
business combination within 12 months, we may, by resolution of our board of directors at the option of our Sponsor, extend the period
of time we will have to consummate an initial business combination up to two times, each by an additional three months (for a total of
up to an additional six months from the IPO Closing Date), subject to our Sponsor contributing $0.10 per unit to the Trust Account. Our
shareholders will not be entitled to vote on, or redeem their shares in connection with, any such extension. Pursuant to the terms of
our amended and restated memorandum and articles
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
extend the period
of time we will have to consummate an initial business combination up to two times, each by an additional three months (for a total of
up to an additional six months from the IPO Closing Date), subject to our Sponsor contributing $0.10 per unit to the Trust Account. Our
shareholders will not be entitled to vote on, or redeem their shares in connection with, any such extension. Pursuant to the terms of
our amended and restated memorandum and articles of association, in order to extend the period of time to consummate an initial business
combination in such a manner, our Sponsor must deposit $2,530,000 into the Trust Account on or prior to the date of the applicable deadline,
for each three-month extension. Our Sponsor has the option to accelerate its deposit of one or both halves of the up to $5,060,000 at
any time following the IPO Closing Date and prior to the consummation of our initial business combination with the same effect of extending
the time we will have to consummate an initial business combination by three or six months, as applicable. Our Sponsor is not obligated
to make such deposits and may have a conflict of interest in determining if and when to make such deposit by exercising
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
Sponsor has the option to accelerate its deposit of one or both halves of the up to $5,060,000 at
any time following the IPO Closing Date and prior to the consummation of our initial business combination with the same effect of extending
the time we will have to consummate an initial business combination by three or six months, as applicable. Our Sponsor is not obligated
to make such deposits and may have a conflict of interest in determining if and when to make such deposit by exercising its option to
extend the period of time we will have to consummate an initial business combination. This feature is different than most other special
purpose acquisition companies, in which any extension of the company’s period to consummate an initial business combination would
require a vote of the company’s shareholders and in connection with such vote shareholders would have the right to redeem their
public shares.
Our search for a business combination, and any target business
with which we ultimately consummate a business combination, may be materially adversely affected by the recent coronavirus (COVID-19)
outbreak and the status of debt and equity markets.
The COVID-19 outbreak has resulted in, and a significant
outbreak of other infectious diseases could result in, a widespread health crisis that has, and in
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
company’s shareholders and in connection with such vote shareholders would have the right to redeem their
public shares.
Our search for a business combination, and any target business
with which we ultimately consummate a business combination, may be materially adversely affected by the recent coronavirus (COVID-19)
outbreak and the status of debt and equity markets.
The COVID-19 outbreak has resulted in, and a significant
outbreak of other infectious diseases could result in, a widespread health crisis that has, and in the future could, adversely affected
the economies and financial markets worldwide, and the business of any potential target business with which we consummate a business combination
could be materially and adversely affected. Furthermore, we may be unable to complete a business combination if continued concerns relating
to COVID-19 continues to restrict travel, limit the ability to have meetings with potential investors, limit the ability to conduct due
diligence, or the target company’s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction
in a timely manner. The extent to which COVID-19 impacts our search for a business combination will depend on future developments, which
are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of and perceptions to
COVID-
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
-19 continues to restrict travel, limit the ability to have meetings with potential investors, limit the ability to conduct due
diligence, or the target company’s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction
in a timely manner. The extent to which COVID-19 impacts our search for a business combination will depend on future developments, which
are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of and perceptions to
COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters
of global concern continue, our ability to consummate a business combination, or the operations of a target business with which we ultimately
consummate a business combination, may be materially adversely affected.
In addition, our ability to consummate a transaction
may be dependent on the ability to raise equity and debt financing which may be impacted by COVID-19 and other events, including as a
result of increased market volatility, decreased market liquidity in third-party financing being unavailable on terms acceptable to us
or at all.
Finally, the outbreak of COVID-19 or other infectious
diseases may also have the effect of heightening many of
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
mate a business combination, may be materially adversely affected.
In addition, our ability to consummate a transaction
may be dependent on the ability to raise equity and debt financing which may be impacted by COVID-19 and other events, including as a
result of increased market volatility, decreased market liquidity in third-party financing being unavailable on terms acceptable to us
or at all.
Finally, the outbreak of COVID-19 or other infectious
diseases may also have the effect of heightening many of the other risks described in this “Risk Factors” section, such as
those related to the market for our securities.
We may not be able to consummate an initial business combination
within 12 months after the IPO Closing Date (extendable at our Sponsor’s option up to 18 months), in which case we would cease all
operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public shareholders
may receive only $10.15 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.
We may not be able to find a suitable target business
and consummate an initial business combination within 12 months after the IPO Closing Date (extendable at our Sponsor’s option
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
18 months), in which case we would cease all
operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public shareholders
may receive only $10.15 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.
We may not be able to find a suitable target business
and consummate an initial business combination within 12 months after the IPO Closing Date (extendable at our Sponsor’s option up
to 18 months). Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility
in the capital and debt markets and the other risks described herein, including as a result of terrorist attacks, natural disasters or
a significant outbreak of infectious diseases. For example, the outbreak of COVID-19 continues to grow both in the U.S. and globally and,
while the extent of the impact of the outbreak on us will depend on future developments, it could limit our ability to complete our initial
business combination, including as a result of increased market volatility, decreased market liquidity and third-party financing being
unavailable on terms acceptable to us or at all. Additionally, the outbreak of COVID-19 and other events (such as terrorist attacks,
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
diseases. For example, the outbreak of COVID-19 continues to grow both in the U.S. and globally and,
while the extent of the impact of the outbreak on us will depend on future developments, it could limit our ability to complete our initial
business combination, including as a result of increased market volatility, decreased market liquidity and third-party financing being
unavailable on terms acceptable to us or at all. Additionally, the outbreak of COVID-19 and other events (such as terrorist attacks, natural
disasters or a significant outbreak of other infectious diseases) may negatively impact businesses we may seek to acquire.
25
If we have not consummated an initial business combination
within such applicable time period, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly
as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash,
equal to the aggregate amount then on deposit in the Trust Account, including interest and other income earned on the funds held in the
Trust Account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses),
divided by
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
the purpose of winding up; (ii) as promptly
as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash,
equal to the aggregate amount then on deposit in the Trust Account, including interest and other income earned on the funds held in the
Trust Account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses),
divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights
as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject
in each case, to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable
law. Our amended and restated memorandum and articles of association provide that, if we wind up for any other reason prior to the consummation
of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the Trust Account as promptly
as reasonably possible
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
of our remaining shareholders and our board of directors, liquidate and dissolve, subject
in each case, to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable
law. Our amended and restated memorandum and articles of association provide that, if we wind up for any other reason prior to the consummation
of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the Trust Account as promptly
as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. In either such case,
our public shareholders may receive only $10.15 per public share, or less than $10.15 per public share, on the redemption of their shares,
and our warrants will expire worthless. See “— If third parties bring claims against us, the proceeds held in the Trust Account
could be reduced and the per-share redemption amount received by shareholders may be less than $10.15 per public share” and other
risk factors herein.
If we seek shareholder approval of our initial business combination,
our Sponsor, directors, executive officers, advisors and their affiliates may elect to purchase public shares or warrants, which may influence
a vote on a proposed business combination and reduce
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
warrants will expire worthless. See “— If third parties bring claims against us, the proceeds held in the Trust Account
could be reduced and the per-share redemption amount received by shareholders may be less than $10.15 per public share” and other
risk factors herein.
If we seek shareholder approval of our initial business combination,
our Sponsor, directors, executive officers, advisors and their affiliates may elect to purchase public shares or warrants, which may influence
a vote on a proposed business combination and reduce the public “float” of our Class A ordinary shares or public warrants.
If we seek shareholder approval of our initial business
combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules,
our Sponsor, directors, executive officers, advisors or their affiliates may purchase public shares or warrants in privately negotiated
transactions or in the open market either prior to or following the completion of our initial business combination, although they are
under no obligation to do so. However, they have no current commitments, plans or intentions to engage in such transactions and have not
formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase public shares
or warrants in such transactions.
In the
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
, advisors or their affiliates may purchase public shares or warrants in privately negotiated
transactions or in the open market either prior to or following the completion of our initial business combination, although they are
under no obligation to do so. However, they have no current commitments, plans or intentions to engage in such transactions and have not
formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase public shares
or warrants in such transactions.
In the event that our Sponsor, directors, executive
officers, advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already
elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their
shares. The purpose of any such transaction could be to (1) vote in favor of the business combination and thereby increase the likelihood
of obtaining shareholder approval of the business combination, (2) reduce the number of public warrants outstanding or vote such
warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination or (3) satisfy
a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
of any such transaction could be to (1) vote in favor of the business combination and thereby increase the likelihood
of obtaining shareholder approval of the business combination, (2) reduce the number of public warrants outstanding or vote such
warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination or (3) satisfy
a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing
of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities
may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases
are made, the public “float” of our Class A ordinary shares or public warrants may be reduced and the number of beneficial
holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities
on a national securities exchange. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange
Act to the extent such purchasers are subject to such reporting requirements. See “Item 1. Business — Per
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
, the public “float” of our Class A ordinary shares or public warrants may be reduced and the number of beneficial
holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities
on a national securities exchange. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange
Act to the extent such purchasers are subject to such reporting requirements. See “Item 1. Business — Permitted Purchases
and Other Transactions with Respect to Our Securities” for a description of how our Sponsor, directors, executive officers, advisors
or their affiliates will select which shareholders to purchase securities from in any private transaction.
26
If a shareholder fails to receive notice of our offer to redeem
our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares,
such shares may not be redeemed.
We will comply with the proxy rules or tender offer
rules, as applicable, when conducting redemptions in connection with our initial business combination. Despite our compliance with these
rules, if a shareholder fails to receive our proxy solicitation or tender offer materials, as applicable, such shareholder may not become
aware of the opportunity to
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
to redeem
our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares,
such shares may not be redeemed.
We will comply with the proxy rules or tender offer
rules, as applicable, when conducting redemptions in connection with our initial business combination. Despite our compliance with these
rules, if a shareholder fails to receive our proxy solicitation or tender offer materials, as applicable, such shareholder may not become
aware of the opportunity to redeem its shares. In addition, the proxy solicitation or tender offer materials, as applicable, that we will
furnish to holders of our public shares in connection with our initial business combination will describe the various procedures that
must be complied with in order to validly redeem or tender public shares. In the event that a shareholder fails to comply with these procedures,
its shares may not be redeemed. See “Item 1. Business — Business Strategy — Effecting Our Initial Business
Combination — Tendering Share Certificates in Connection with a Tender Offer or Redemption Rights.”
You will not have any rights or interests in funds from the Trust
Account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
or tender public shares. In the event that a shareholder fails to comply with these procedures,
its shares may not be redeemed. See “Item 1. Business — Business Strategy — Effecting Our Initial Business
Combination — Tendering Share Certificates in Connection with a Tender Offer or Redemption Rights.”
You will not have any rights or interests in funds from the Trust
Account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares
or warrants, potentially at a loss.
Our public shareholders will be entitled to receive
funds from the Trust Account only upon the earliest to occur of: (i) our completion of an initial business combination, and then
only in connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations
described herein, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended
and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of
our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem
100% of our public shares
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
A ordinary shares that such shareholder properly elected to redeem, subject to the limitations
described herein, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended
and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of
our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem
100% of our public shares if we do not complete our initial business combination within 12 months from the IPO Closing Date (extendable
at our Sponsor’s option up to 18 months) or (B) with respect to any other provision relating to the rights of holders of our
Class A ordinary shares, and (iii) the redemption of our public shares if we have not consummated an initial business combination
within 12 months from the IPO Closing Date (extendable at our Sponsor’s option up to 18 months), subject to applicable law and as
further described herein. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described
in clause (ii) in the preceding sentence shall not be entitled to funds from the Trust Account upon
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
ordinary shares, and (iii) the redemption of our public shares if we have not consummated an initial business combination
within 12 months from the IPO Closing Date (extendable at our Sponsor’s option up to 18 months), subject to applicable law and as
further described herein. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described
in clause (ii) in the preceding sentence shall not be entitled to funds from the Trust Account upon the subsequent completion of
an initial business combination or liquidation if we have not consummated an initial business combination within 12 months from the IPO
Closing Date (extendable at our Sponsor’s option up to 18 months), with respect to such Class A ordinary shares so redeemed.
In no other circumstances will a public shareholder have any right or interest of any kind in the Trust Account. Holders of warrants will
not have any right to the proceeds held in the Trust Account with respect to the warrants. Accordingly, to liquidate your investment,
you may be forced to sell your public shares or warrants, potentially at a loss.
Nasdaq may delist our securities from trading on its exchange,
which could limit investors’ ability to make transactions in our securities and
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
so redeemed.
In no other circumstances will a public shareholder have any right or interest of any kind in the Trust Account. Holders of warrants will
not have any right to the proceeds held in the Trust Account with respect to the warrants. Accordingly, to liquidate your investment,
you may be forced to sell your public shares or warrants, potentially at a loss.
Nasdaq may delist our securities from trading on its exchange,
which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.
Our units have been listed on the Nasdaq on the
date of Annual Report and our Class A ordinary shares and warrants on or promptly after their date of separation. Although we meet
the minimum initial listing standards set forth in the Nasdaq listing standards, we cannot assure you that our securities will continue
to be, listed on the Nasdaq in the future or prior to our initial business combination. In order to continue listing our securities on
the Nasdaq prior to our initial business combination, we must maintain certain financial, distribution and share price levels. Generally,
we must maintain a minimum amount in shareholders’ equity (generally $2,500,000) and a minimum number of holders of our securities
(generally 300
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
listing standards, we cannot assure you that our securities will continue
to be, listed on the Nasdaq in the future or prior to our initial business combination. In order to continue listing our securities on
the Nasdaq prior to our initial business combination, we must maintain certain financial, distribution and share price levels. Generally,
we must maintain a minimum amount in shareholders’ equity (generally $2,500,000) and a minimum number of holders of our securities
(generally 300 public holders).
Additionally, in connection with our initial business
combination, we will be required to demonstrate compliance with the Nasdaq initial listing requirements, which are more rigorous than
the Nasdaq continued listing requirements, in order to continue to maintain the listing of our securities on the Nasdaq. For instance,
our share price would generally be required to be at least $4.00 per share, our shareholders’ equity would generally be required
to be at least $5.0 million and we would be required to have a minimum of 300 round lot holders of our securities. We cannot assure you
that we will be able to meet those listing requirements at that time.
27
If the Nasdaq delists any of our securities from
trading on its exchange and we
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
daq. For instance,
our share price would generally be required to be at least $4.00 per share, our shareholders’ equity would generally be required
to be at least $5.0 million and we would be required to have a minimum of 300 round lot holders of our securities. We cannot assure you
that we will be able to meet those listing requirements at that time.
27
If the Nasdaq delists any of our securities from
trading on its exchange and we are not able to list our securities on another national securities exchange, we expect such securities
could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:
a limited availability of market quotations for our securities;
reduced liquidity for our securities;
a determination that our Class A ordinary shares are
a “penny stock” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules
and possibly result in a reduced level of trading activity in the secondary trading market for our securities;
a limited amount of news and analyst coverage; and
a decreased ability to issue additional securities or obtain
additional financing in the future.
The National Securities Markets Improvement Act
of 1996, which
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
liquidity for our securities;
a determination that our Class A ordinary shares are
a “penny stock” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules
and possibly result in a reduced level of trading activity in the secondary trading market for our securities;
a limited amount of news and analyst coverage; and
a decreased ability to issue additional securities or obtain
additional financing in the future.
The National Securities Markets Improvement Act
of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred
to as “covered securities.” Because our units and our Class A ordinary shares and warrants are listed on the Nasdaq,
our units, Class A ordinary shares and warrants qualify as covered securities under the statute. Although the states are preempted
from regulating the sale of covered securities, the federal statute does allow the states to investigate companies if there is a suspicion
of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular
case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check
companies
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
shares and warrants qualify as covered securities under the statute. Although the states are preempted
from regulating the sale of covered securities, the federal statute does allow the states to investigate companies if there is a suspicion
of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular
case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check
companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these
powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were
no longer listed on the Nasdaq, our securities would not qualify as covered securities under the statute and we would be subject to regulation
in each state in which we offer our securities.
You will not be entitled to protections normally afforded to
investors of many other blank check companies.
Since the net proceeds of our Initial Public Offering
and the sale of the private placement warrants are intended to be used to complete an initial business combination with a target business
that has not been selected, we may be deemed to be a
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
the Nasdaq, our securities would not qualify as covered securities under the statute and we would be subject to regulation
in each state in which we offer our securities.
You will not be entitled to protections normally afforded to
investors of many other blank check companies.
Since the net proceeds of our Initial Public Offering
and the sale of the private placement warrants are intended to be used to complete an initial business combination with a target business
that has not been selected, we may be deemed to be a “blank check” company under the United States securities laws. However,
because we will have net tangible assets in excess of $5,000,000 upon the completion of our Initial Public Offering and the sale of the
private placement warrants and will file a Current Report on Form 8-K, including an audited balance sheet demonstrating this fact,
we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors
will not be afforded the benefits or protections of those rules. Among other things, this means that we will have a longer period of time
to complete our initial business combination than do companies subject to Rule 419. Moreover, if our Initial Public Offering were
subject to Rule 419
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
8-K, including an audited balance sheet demonstrating this fact,
we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors
will not be afforded the benefits or protections of those rules. Among other things, this means that we will have a longer period of time
to complete our initial business combination than do companies subject to Rule 419. Moreover, if our Initial Public Offering were
subject to Rule 419, that rule would prohibit the release of any interest and other income earned on funds held in the Trust Account
to us unless and until the funds in the Trust Account were released to us in connection with our completion of an initial business combination.
If we seek shareholder approval of our initial business combination
and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of shareholders are deemed to
hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of our
Class A ordinary shares.
If we seek shareholder approval of our initial business
combination and we do not conduct redemptions in connection with our initial business combination pursuant to
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
business combination
and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of shareholders are deemed to
hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of our
Class A ordinary shares.
If we seek shareholder approval of our initial business
combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules,
our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such
shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13
of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in
our Initial Public Offering, which we refer to as the “Excess Shares,” without our prior consent. However, we would not be
restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business
combination. Your inability to redeem the Excess Shares will reduce your influence over our ability
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in
our Initial Public Offering, which we refer to as the “Excess Shares,” without our prior consent. However, we would not be
restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business
combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our initial business combination
and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions. Additionally, you
will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination. And as a
result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell
your shares in open market transactions, potentially at a loss.
28
Because of our limited resources and the significant competition
for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we have not consummated
our initial business combination within the required time period, our public shareholders may receive only
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
a
result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell
your shares in open market transactions, potentially at a loss.
28
Because of our limited resources and the significant competition
for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we have not consummated
our initial business combination within the required time period, our public shareholders may receive only approximately $10.15 per public
share, or less in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless.
We expect to encounter intense competition from
other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships),
other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire.
Many of these individuals and entities are well established and have extensive experience in identifying and effecting, directly or indirectly,
acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater technical,
human and other resources or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted
with those of many
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
individuals or investment partnerships),
other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire.
Many of these individuals and entities are well established and have extensive experience in identifying and effecting, directly or indirectly,
acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater technical,
human and other resources or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted
with those of many of these competitors. While we believe there are numerous target businesses we could potentially acquire with the net
proceeds of our Initial Public Offering and the sale of the private placement warrants, our ability to compete with respect to the acquisition
of certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation
gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, we are obligated to offer holders of
our public shares the right to redeem their shares for cash at the time of our initial business combination in conjunction with a shareholder
vote or via a tender offer. Target companies will be aware that this may reduce the resources available to us for our initial business
combination. Any of these obligations may place us at a competitive disadvantage
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
limited by our available financial resources. This inherent competitive limitation
gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, we are obligated to offer holders of
our public shares the right to redeem their shares for cash at the time of our initial business combination in conjunction with a shareholder
vote or via a tender offer. Target companies will be aware that this may reduce the resources available to us for our initial business
combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination. If
we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately
$10.15 per public share, or less in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless.
See “— If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share
redemption amount received by shareholders may be less than $10.15 per public share” and other risk factors herein.
If the net proceeds of our Initial Public Offering and the sale
of the private placement warrants not being held in the Trust Account are insufficient to allow us to operate for the 12 months following
the IPO Closing Date,
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
our warrants will expire worthless.
See “— If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share
redemption amount received by shareholders may be less than $10.15 per public share” and other risk factors herein.
If the net proceeds of our Initial Public Offering and the sale
of the private placement warrants not being held in the Trust Account are insufficient to allow us to operate for the 12 months following
the IPO Closing Date, it could limit the amount available to fund our search for a target business or businesses and our ability to complete
our initial business combination, and we will depend on loans from our Sponsor, its affiliates or members of our management team to fund
our search and to complete our initial business combination.
Of the net proceeds of our Initial Public Offering
and the sale of the private placement warrants, only approximately $1,850,000 is available to us initially outside the Trust Account to
fund our working capital requirements. We believe that the funds available to us outside of the Trust Account, together with funds available
from loans from our Sponsor, its affiliates or members of our management team will be sufficient to allow us to operate for at least the
12 months following the IPO Closing Date (
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
combination.
Of the net proceeds of our Initial Public Offering
and the sale of the private placement warrants, only approximately $1,850,000 is available to us initially outside the Trust Account to
fund our working capital requirements. We believe that the funds available to us outside of the Trust Account, together with funds available
from loans from our Sponsor, its affiliates or members of our management team will be sufficient to allow us to operate for at least the
12 months following the IPO Closing Date (extendable at our Sponsor’s option up to 18 months); however, we cannot assure you that
our estimate is accurate, and our Sponsor, its affiliates or members of our management team are under no obligation to advance funds to
us in such circumstances. Of the funds available to us, we may use a portion of the funds available to us to pay fees to consultants to
assist us with our search for a target business. We could also use a portion of the funds as a down payment or to fund a “no-shop”
provision (a provision in letters of intent designed to keep target businesses from “shopping” around for transactions with
other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed business combination,
although we do
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
to us, we may use a portion of the funds available to us to pay fees to consultants to
assist us with our search for a target business. We could also use a portion of the funds as a down payment or to fund a “no-shop”
provision (a provision in letters of intent designed to keep target businesses from “shopping” around for transactions with
other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed business combination,
although we do not have any current intention to do so. If we entered into a letter of intent where we paid for the right to receive exclusivity
from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might
not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business.
If we are required to seek additional capital, we
would need to borrow funds from our Sponsor, its affiliates, members of our management team or other third parties to operate or may be
forced to liquidate. Neither our Sponsor, members of our management team nor their affiliates is under any obligation to us in such circumstances.
Any such advances may be repaid only from funds held outside the Trust Account
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business.
If we are required to seek additional capital, we
would need to borrow funds from our Sponsor, its affiliates, members of our management team or other third parties to operate or may be
forced to liquidate. Neither our Sponsor, members of our management team nor their affiliates is under any obligation to us in such circumstances.
Any such advances may be repaid only from funds held outside the Trust Account or from funds released to us upon completion of our initial
business combination. Up to $1,500,000 of such loans may be convertible into warrants of the post-business combination entity at a price
of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Prior to the completion
of our initial business combination, we do not expect to seek loans from parties other than our Sponsor, its affiliates or members of
our management team as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights
to seek access to funds in our Trust Account. If we have not consummated our initial business combination within the required time period
because we do not have
|
Subsets and Splits
No community queries yet
The top public SQL queries from the community will appear here once available.