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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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
complete our initial business combination with
a private or early stage company, a financially unstable business or an entity lacking an established record of revenue or earnings about
which little information is available, which may result in a business combination with a company that is not as profitable as we suspected,
if at all.
In pursuing our acquisition strategy, we may seek
to effectuate our initial business combination with a privately held company, an early stage company, a financially unstable business
or an entity lacking an established record of sales or earnings. As a result, we may be affected by numerous risks inherent in the operations
of the business with which we combine. These risks include investing in a business without a proven business model and with limited historical
financial data, volatile revenues or earnings, intense competition and difficulties in obtaining and retaining key personnel. Although
our directors and officers will endeavor to evaluate the risks inherent in a particular target business, we may not be able to properly
ascertain or assess all of the significant risk factors and we may not have adequate time to complete due diligence. Furthermore, some
of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely
impact a target business with which we pursue a business combination
|
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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
and difficulties in obtaining and retaining key personnel. Although
our directors and officers will endeavor to evaluate the risks inherent in a particular target business, we may not be able to properly
ascertain or assess all of the significant risk factors and we may not have adequate time to complete due diligence. Furthermore, some
of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely
impact a target business with which we pursue a business combination. Additionally, very little public information generally exists about
private companies, and we could be required to make our decision on whether to pursue a potential initial business combination on the
basis of limited information, which may result in a business combination with a company that is not as profitable as we suspected, if
at all.
44
Our management may not be able to maintain control of a target
business after our initial business combination. Upon the loss of control of a target business, new management may not possess the skills,
qualifications or abilities necessary to profitably operate such business.
We may structure our initial business combination
so that the post-business combination company in which our public shareholders own shares will own less than 100% of the equity interests
or assets of a target business
|
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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
we suspected, if
at all.
44
Our management may not be able to maintain control of a target
business after our initial business combination. Upon the loss of control of a target business, new management may not possess the skills,
qualifications or abilities necessary to profitably operate such business.
We may structure our initial business combination
so that the post-business combination company in which our public shareholders own shares will own less than 100% of the equity interests
or assets of a target business, but we will only complete such business combination if the post-business combination company owns or acquires
50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient
for us not to be required to register as an investment company under the Investment Company Act. We will not consider any transaction
that does not meet such criteria. Even if the post-business combination company owns 50% or more of the voting securities of the target,
our shareholders prior to our initial business combination may collectively own a minority interest in the post-business combination company,
depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which
we issue a substantial number of new Class 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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
company under the Investment Company Act. We will not consider any transaction
that does not meet such criteria. Even if the post-business combination company owns 50% or more of the voting securities of the target,
our shareholders prior to our initial business combination may collectively own a minority interest in the post-business combination company,
depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which
we issue a substantial number of new Class A ordinary shares in exchange for all of the outstanding capital stock, shares or other
equity interests of a target. In this case, we would acquire a 100% interest in the target. However, as a result of the issuance of a
substantial number of new Class A ordinary shares, our shareholders immediately prior to such transaction could own less than a majority
of our outstanding Class A ordinary shares subsequent to such transaction. In addition, other minority shareholders may subsequently
combine their holdings resulting in a single person or group obtaining a larger portion of the company’s shares than we initially
acquired. Accordingly, this may make it more likely that our management will not be able to maintain control of the target business.
We may seek business combination opportunities with a high degree
|
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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
A ordinary shares, our shareholders immediately prior to such transaction could own less than a majority
of our outstanding Class A ordinary shares subsequent to such transaction. In addition, other minority shareholders may subsequently
combine their holdings resulting in a single person or group obtaining a larger portion of the company’s shares than we initially
acquired. Accordingly, this may make it more likely that our management will not be able to maintain control of the target business.
We may seek business combination opportunities with a high degree
of complexity that require significant operational improvements, which could delay or prevent us from achieving our desired results.
We may seek business combination opportunities with
large, highly complex companies that we believe would benefit from operational improvements. While we intend to implement such improvements,
to the extent that our efforts are delayed or we are unable to achieve the desired improvements, the business combination may not be as
successful as we anticipate.
To the extent we complete our initial business combination
with a large complex business or entity with a complex operating structure, we may also be affected by numerous risks inherent in the
operations of the business with which we combine, which could delay or prevent us from implementing our strategy. Although our management
team will endeavor to evaluate the risks inherent in a particular target business and its
|
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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
efforts are delayed or we are unable to achieve the desired improvements, the business combination may not be as
successful as we anticipate.
To the extent we complete our initial business combination
with a large complex business or entity with a complex operating structure, we may also be affected by numerous risks inherent in the
operations of the business with which we combine, which could delay or prevent us from implementing our strategy. Although our management
team will endeavor to evaluate the risks inherent in a particular target business and its operations, we may not be able to properly ascertain
or assess all of the significant risk factors until we complete our business combination. If we are not able to achieve our desired operational
improvements, or the improvements take longer to implement than anticipated, we may not achieve the gains that we anticipate. Furthermore,
some of these risks and complexities may be outside of our control and leave us with no ability to control or reduce the chances that
those risks and complexities will adversely impact a target business. Such combination may not be as successful as a combination with
a smaller, less complex organization.
We do not have a specified maximum redemption threshold. The
absence of such a redemption threshold may make it possible for us to complete our initial business combination with which a substantial
major
|
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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
gains that we anticipate. Furthermore,
some of these risks and complexities may be outside of our control and leave us with no ability to control or reduce the chances that
those risks and complexities will adversely impact a target business. Such combination may not be as successful as a combination with
a smaller, less complex organization.
We do not have a specified maximum redemption threshold. The
absence of such a redemption threshold may make it possible for us to complete our initial business combination with which a substantial
majority of our shareholders do not agree.
Our amended and restated memorandum and articles
of association will not provide a specified maximum redemption threshold, except 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). As a result, we may be able to complete our initial business combination even though a substantial majority
of our public shareholders do not agree with the transaction and have redeemed their shares or, if we seek shareholder approval of our
initial business combination and do not conduct redemptions in connection with our initial business combination pursuant to the tender
offer rules, have entered into privately negotiated
|
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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
,000,001 (so that we do not then become subject to the SEC’s
“penny stock” rules). As a result, we may be able to complete our initial business combination even though a substantial majority
of our public shareholders do not agree with the transaction and have redeemed their shares or, if we seek shareholder approval of our
initial business combination and do not conduct redemptions in connection with our initial business combination pursuant to the tender
offer rules, have entered into privately negotiated agreements to sell their shares to our Sponsor, officers, directors, advisors or their
affiliates. 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, all Class A
ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business
combination.
45
In order to effectuate an initial business combination, blank
check companies have, in the recent past, amended various provisions of their charters and other governing instruments, including
|
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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
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, all Class A
ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business
combination.
45
In order to effectuate an initial business combination, blank
check companies have, in the recent past, amended various provisions of their charters and other governing instruments, including their
warrant agreements. We cannot assure you that we will not seek to amend our amended and restated memorandum and articles of association
or governing instruments in a manner that will make it easier for us to complete our initial business combination that our shareholders
may not support.
In order to effectuate a
business combination, blank check companies have, in the recent past, amended various provisions of their charters and governing
instruments, including their warrant agreements. For example, blank check companies have amended the definition of business
combination, increased redemption thresholds, extended the time to consummate an initial business combination and, with respect to
their warrants, amended their warrant agreements to require the warrants to be exchanged for cash and/or other securities. Amending
our amended and rest
|
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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
order to effectuate a
business combination, blank check companies have, in the recent past, amended various provisions of their charters and governing
instruments, including their warrant agreements. For example, blank check companies have amended the definition of business
combination, increased redemption thresholds, extended the time to consummate an initial business combination and, with respect to
their warrants, amended their warrant agreements to require the warrants to be exchanged for cash and/or other securities. Amending
our amended and restated memorandum and articles of association will require at least a special resolution of our shareholders as a
matter of Cayman Islands law, meaning the approval of holders of at least two-thirds of our ordinary shares who attend and vote at a
general meeting of the company, and amending our warrant agreements will require a vote of holders of at least 65% of the public
warrants and, solely with respect to any amendment to the terms of the private placement warrants or any provision of the warrant
agreements with respect to the private placement warrants, 65% of the number of the then outstanding private placement warrants. In
addition, our amended and restated memorandum and articles of association will require us to provide our public shareholders with
the opportunity to redeem their 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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
our warrant agreements will require a vote of holders of at least 65% of the public
warrants and, solely with respect to any amendment to the terms of the private placement warrants or any provision of the warrant
agreements with respect to the private placement warrants, 65% of the number of the then outstanding private placement warrants. In
addition, our amended and restated memorandum and articles of association will require us to provide our public shareholders with
the opportunity to redeem their public shares for cash if we propose 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. To the extent any of such amendments would be deemed to fundamentally change the nature of any of the
securities offered through this registration 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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
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. To the extent any of such amendments would be deemed to fundamentally change the nature of any of the
securities offered through this registration statement, we would register, or seek an exemption from registration for, the affected
securities.
The provisions of our amended and restated memorandum and articles
of association that relate to the rights of holders of our Class A ordinary shares (and corresponding provisions of the agreement
governing the release of funds from our Trust Account) may be amended with the approval of a special resolution which requires the approval
of the holders of at least two-thirds of our ordinary shares who attend and vote at a general meeting of the company, which is a lower
amendment threshold than that of some other blank check companies. It may be easier for us, therefore, to amend our amended and restated
memorandum and articles of association to facilitate the completion of an initial business combination
|
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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
overning the release of funds from our Trust Account) may be amended with the approval of a special resolution which requires the approval
of the holders of at least two-thirds of our ordinary shares who attend and vote at a general meeting of the company, which is a lower
amendment threshold than that of some other blank check companies. It may be easier for us, therefore, to amend our amended and restated
memorandum and articles of association to facilitate the completion of an initial business combination that some of our shareholders may
not support.
Some other blank check companies have a provision
in their charter which prohibits the amendment of certain of its provisions, including those which relate to the rights of a company’s
shareholders, without approval by a certain percentage of the company’s shareholders. In those companies, amendment of these provisions
typically requires approval by between 90% and 100% of the company’s shareholders. Our amended and restated memorandum and articles
of association provides that any of its provisions related to the rights of holders of our Class A ordinary shares (including the
requirement to deposit proceeds of our Initial Public Offering and the private placement of warrants into the Trust Account and not release
such amounts except in specified circumstances, and to provide redemption rights
|
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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
’s shareholders. In those companies, amendment of these provisions
typically requires approval by between 90% and 100% of the company’s shareholders. Our amended and restated memorandum and articles
of association provides that any of its provisions related to the rights of holders of our Class A ordinary shares (including the
requirement to deposit proceeds of our Initial Public Offering and the private placement of warrants into the Trust Account and not release
such amounts except in specified circumstances, and to provide redemption rights to public shareholders as described herein) may be amended
if approved by special resolution, meaning holders of at least two-thirds of our ordinary shares who attend and vote at a general meeting
of the company, and corresponding provisions of the trust agreement governing the release of funds from our Trust Account may be amended
if approved by holders of at least 65% of our ordinary shares; provided that the provisions of our amended and restated memorandum
and articles of association governing the appointment or removal of directors prior to our initial business combination may only be amended
by a special resolution passed by not less than two-thirds of our ordinary shares who attend and vote at our general meeting which shall
include the affirmative vote of a simple majority of our Founder Shares. Our Sponsor and its permitted transfere
|
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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
Account may be amended
if approved by holders of at least 65% of our ordinary shares; provided that the provisions of our amended and restated memorandum
and articles of association governing the appointment or removal of directors prior to our initial business combination may only be amended
by a special resolution passed by not less than two-thirds of our ordinary shares who attend and vote at our general meeting which shall
include the affirmative vote of a simple majority of our Founder Shares. Our Sponsor and its permitted transferees, if any, who will collectively
beneficially own, on an as-converted basis, 20% of our Class A ordinary shares upon the IPO Closing Date, will participate in any
vote to amend our amended and restated memorandum and articles of association and/or trust agreement and will have the discretion to vote
in any manner they choose. As a result, we may be able to amend the provisions of our amended and restated memorandum and articles of
association which govern our pre-business combination behavior more easily than some other blank check companies, and this may increase
our ability to complete a business combination with which you do not agree. Our shareholders may pursue remedies against us for any breach
of our amended and restated memorandum and articles of association.
46
|
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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
/or trust agreement and will have the discretion to vote
in any manner they choose. As a result, we may be able to amend the provisions of our amended and restated memorandum and articles of
association which govern our pre-business combination behavior more easily than some other blank check companies, and this may increase
our ability to complete a business combination with which you do not agree. Our shareholders may pursue remedies against us for any breach
of our amended and restated memorandum and articles of association.
46
Our Sponsor, executive officers and directors have
agreed, pursuant to agreements 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 (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
|
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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
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 Class A ordinary 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. Our shareholders are not parties to, or third-party beneficiaries of, these agreements
and, as a result, will not have the ability to pursue remedies against our Sponsor, executive officers and directors for any breach of
these agreements. As a result, in the event of a breach, our shareholders would need to pursue a shareholder derivative action, subject
to applicable law.
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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
released to us to pay our income taxes, if any, divided
by the number of the then-outstanding public shares. Our shareholders are not parties to, or third-party beneficiaries of, these agreements
and, as a result, will not have the ability to pursue remedies against our Sponsor, executive officers and directors for any breach of
these agreements. As a result, in the event of a breach, our shareholders would need to pursue a shareholder derivative action, subject
to applicable law.
We may be unable to obtain additional financing to complete our
initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon
a particular 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.
Although we believe that the net proceeds of our
Initial Public Offering and the sale of the private placement warrants will be sufficient to allow us to complete our initial business
combination, because we have not yet selected any prospective target business we cannot ascertain the capital requirements for any particular
transaction. If 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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
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.
Although we believe that the net proceeds of our
Initial Public Offering and the sale of the private placement warrants will be sufficient to allow us to complete our initial business
combination, because we have not yet selected any prospective target business we cannot ascertain the capital requirements for any particular
transaction. If the net proceeds of our Initial Public Offering and the sale of the private placement warrants prove to be insufficient,
either because of the size of our initial business combination, the depletion of the available net proceeds in search of a target business,
the obligation to redeem for cash a significant number of shares from shareholders who elect redemption in connection with our initial
business combination or the terms of negotiated transactions to purchase shares in connection with our initial business combination, we
may be required to seek additional financing or to abandon the proposed business combination. We cannot assure you that such financing
will be available on acceptable terms, if at all. The current economic environment may make it difficult for companies to obtain acquisition
financing. To the extent that additional financing proves to be unavailable when needed to complete our initial business
|
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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
from shareholders who elect redemption in connection with our initial
business combination or the terms of negotiated transactions to purchase shares in connection with our initial business combination, we
may be required to seek additional financing or to abandon the proposed business combination. We cannot assure you that such financing
will be available on acceptable terms, if at all. The current economic environment may make it difficult for companies to obtain acquisition
financing. To the extent that additional financing proves to be unavailable when needed to complete our initial business combination,
we would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target
business candidate. 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. In addition, even if we do not need additional financing to complete our initial business combination,
we may require such financing to fund the operations or growth of the target business. The failure to secure additional financing could
have a material adverse effect on the continued development or growth of the target business. None of our officers, directors or shareholders
is required to provide any financing 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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
per public share, or less in certain circumstances, on the liquidation of our Trust Account and
our warrants will expire worthless. In addition, even if we do not need additional financing to complete our initial business combination,
we may require such financing to fund the operations or growth of the target business. The failure to secure additional financing could
have a material adverse effect on the continued development or growth of the target business. None of our officers, directors or shareholders
is required to provide any financing to us in connection with or after our initial business combination.
Our Sponsor controls a substantial interest in us and thus may
exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support.
Our Sponsor owns, on an as-converted basis, 20%
of our issued and outstanding ordinary shares. Accordingly, it may exert a substantial influence on actions requiring a shareholder vote,
potentially in a manner that you do not support, including amendments to our amended and restated memorandum and articles of association.
If our Sponsor purchases any additional Class A ordinary shares in the aftermarket or in privately negotiated transactions, this
would increase its control. Neither our Sponsor nor, to our knowledge, any of our officers or directors, have any current intention 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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
20%
of our issued and outstanding ordinary shares. Accordingly, it may exert a substantial influence on actions requiring a shareholder vote,
potentially in a manner that you do not support, including amendments to our amended and restated memorandum and articles of association.
If our Sponsor purchases any additional Class A ordinary shares in the aftermarket or in privately negotiated transactions, this
would increase its control. Neither our Sponsor nor, to our knowledge, any of our officers or directors, have any current intention to
purchase additional securities, other than as disclosed in this Annual Report. Factors that would be considered in making such additional
purchases would include consideration of the current trading price of our Class A ordinary shares. In addition, our board of directors,
whose members were elected by our Sponsor, is and will be divided into three classes, each of which will generally serve for a term of
three years with only one class of directors being appointed in each year. We may not hold an annual general meeting to appoint new directors
prior to the completion of our initial business combination, in which case all of the current directors will continue in office until
at least the completion of the business combination. If there is an annual general meeting, as a consequence of our “staggered”
board
|
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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
, is and will be divided into three classes, each of which will generally serve for a term of
three years with only one class of directors being appointed in each year. We may not hold an annual general meeting to appoint new directors
prior to the completion of our initial business combination, in which case all of the current directors will continue in office until
at least the completion of the business combination. If there is an annual general meeting, as a consequence of our “staggered”
board of directors, only a minority of the board of directors will be considered for election and our Sponsor, because of its ownership
position, will control the outcome, as only holders of our Founder Shares will have the right to vote on the appointment of directors
and to remove directors prior to our initial business combination. Accordingly, our Sponsor will continue to exert control at least until
the completion of our initial business combination. In addition, we have agreed not to enter into a definitive agreement regarding an
initial business combination without the prior consent of our Sponsor.
47
We may amend the terms of the warrants in a manner that may be
adverse to holders of public warrants with the approval by the holders of at least 65% of the then-outstanding public warrants. As 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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
to our initial business combination. Accordingly, our Sponsor will continue to exert control at least until
the completion of our initial business combination. In addition, we have agreed not to enter into a definitive agreement regarding an
initial business combination without the prior consent of our Sponsor.
47
We may amend the terms of the warrants in a manner that may be
adverse to holders of public warrants with the approval by the holders of at least 65% of the then-outstanding public warrants. As a result,
the exercise price of your warrants could be increased, the exercise period could be shortened and the number of our Class A ordinary
shares purchasable upon exercise of a warrant could be decreased, all without your approval.
Our warrants will be issued in registered form under
warrant agreements between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreements provide
that the terms of the warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or correct
any mistake, including to conform the provisions of the warrant agreements to the description of the terms of the warrants and the warrant
agreements set forth in this Annual Report, or defective provision (ii) amending the provisions relating
|
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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
warrant agreements between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreements provide
that the terms of the warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or correct
any mistake, including to conform the provisions of the warrant agreements to the description of the terms of the warrants and the warrant
agreements set forth in this Annual Report, or defective provision (ii) amending the provisions relating to cash dividends on ordinary
shares as contemplated by and in accordance with the warrant agreements or (iii) adding or changing any provisions with respect to
matters or questions arising under the warrant agreements as the parties to the warrant agreements may deem necessary or desirable and
that the parties deem to not adversely affect the rights of the registered holders of the warrants, provided that the approval by the
holders of at least 65% of the then-outstanding public warrants is required to make any change that adversely affects the interests of
the registered holders of public warrants. Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder
if holders of at least 65% of the then-outstanding public warrants approve of such amendment and, solely with respect
|
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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
parties deem to not adversely affect the rights of the registered holders of the warrants, provided that the approval by the
holders of at least 65% of the then-outstanding public warrants is required to make any change that adversely affects the interests of
the registered holders of public warrants. Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder
if holders of at least 65% of the then-outstanding public warrants approve of such amendment and, solely with respect to any amendment
to the terms of the private placement warrants or any provision of the warrant agreements with respect to the private placement warrants,
65% of the number of the then outstanding private placement warrants. Although our ability to amend the terms of the public warrants with
the consent of at least 65% of the then-outstanding public warrants is unlimited, examples of such amendments could be amendments to,
among other things, increase the exercise price of the warrants, convert the warrants into cash, shorten the exercise period or decrease
the number of Class A ordinary shares purchasable upon exercise of a warrant.
Our warrant agreements will designate the courts of the State
of New York or the United States District Court for the Southern District of New York as the sole 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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
at least 65% of the then-outstanding public warrants is unlimited, examples of such amendments could be amendments to,
among other things, increase the exercise price of the warrants, convert the warrants into cash, shorten the exercise period or decrease
the number of Class A ordinary shares purchasable upon exercise of a warrant.
Our warrant agreements will designate the courts of the State
of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for
certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders
to obtain a favorable judicial forum for disputes with our company.
Our warrant agreements provide that, subject to
applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the warrant agreements, including
under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District
Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall
be the exclusive forum for any such action, proceeding or claim. We will waive 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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
i) any action, proceeding or claim against us arising out of or relating in any way to the warrant agreements, including
under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District
Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall
be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such
courts represent an inconvenient forum.
Notwithstanding the foregoing, these provisions
of the warrant agreements will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim
for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing
or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented to the forum provisions
in our warrant agreements. If any action, the subject matter of which is within the scope the forum provisions of the warrant agreements,
is filed in a court other than a court of the State of New York or the United States District Court for the Southern District
|
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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
of the United States of America are the sole and exclusive forum. Any person or entity purchasing
or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented to the forum provisions
in our warrant agreements. If any action, the subject matter of which is within the scope the forum provisions of the warrant agreements,
is filed in a court other than a court of the State of New York or the United States District Court for the Southern District
of New York (a “foreign action”) in the name of any holder of our warrants, such holder shall be deemed to have consented
to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action
brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process
made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action
as agent for such warrant holder.
48
This choice-of-forum provision may limit a warrant
holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with our company, which may discourage
|
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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
with any action
brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process
made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action
as agent for such warrant holder.
48
This choice-of-forum provision may limit a warrant
holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with our company, which may discourage
such lawsuits. Alternatively, if a court were to find this provision of our warrant agreements inapplicable or unenforceable with respect
to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters
in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result
in a diversion of the time and resources of our management and board of directors.
We may redeem your unexpired warrants prior to their exercise
at a time that is disadvantageous to you, thereby making your warrants worthless.
We have the ability to redeem the outstanding public
warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided
|
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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
which could materially and adversely affect our business, financial condition and results of operations and result
in a diversion of the time and resources of our management and board of directors.
We may redeem your unexpired warrants prior to their exercise
at a time that is disadvantageous to you, thereby making your warrants worthless.
We have the ability to redeem the outstanding public
warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that
the closing price of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of
shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30 trading-day period ending on the
third trading day prior to proper notice of such redemption and provided that certain other conditions are met. If and when the
warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities
for sale under all applicable state securities laws. As a result, we may redeem the warrants as set forth above even if the holders are
otherwise unable to exercise the warrants. Redemption of the outstanding warrants could force you 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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
period ending on the
third trading day prior to proper notice of such redemption and provided that certain other conditions are met. If and when the
warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities
for sale under all applicable state securities laws. As a result, we may redeem the warrants as set forth above even if the holders are
otherwise unable to exercise the warrants. Redemption of the outstanding warrants could force you to (i) exercise your warrants and
pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) sell your warrants at the then-current
market price when you might otherwise wish to hold your warrants or (iii) accept the nominal redemption price which, at the time
the outstanding warrants are called for redemption, we expect would be substantially less than the market value of your warrants.
None of the private placement warrants will be redeemable
by us.
Our warrants may have an adverse effect on the market price of
our Class A ordinary shares and make it more difficult to effectuate our initial business combination.
We have issued warrants to purchase 12,650,000 of
our Class A ordinary
|
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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
) accept the nominal redemption price which, at the time
the outstanding warrants are called for redemption, we expect would be substantially less than the market value of your warrants.
None of the private placement warrants will be redeemable
by us.
Our warrants may have an adverse effect on the market price of
our Class A ordinary shares and make it more difficult to effectuate our initial business combination.
We have issued warrants to purchase 12,650,000 of
our Class A ordinary shares as part of the units offered in the Initial Public Offering and, accounting for the closing of our Initial
Public Offering and the Over-Allotment Option, we have issued in a private placement an aggregate of 8,875,000 private placement warrants,
each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment. In addition, if the Sponsor,
its affiliates or a member of our management team makes any working capital loans, it may convert up to $1,500,000 of such loans into
up to an additional 1,500,000 private placement warrants, at the price of $1.00 per warrant. We may also issue Class A ordinary shares
in connection with our redemption of our
|
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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
to purchase one Class A ordinary share at $11.50 per share, subject to adjustment. In addition, if the Sponsor,
its affiliates or a member of our management team makes any working capital loans, it may convert up to $1,500,000 of such loans into
up to an additional 1,500,000 private placement warrants, at the price of $1.00 per warrant. We may also issue Class A ordinary shares
in connection with our redemption of our warrants.
To the extent we issue ordinary shares for any reason,
including to effectuate a business combination, the potential for the issuance of a substantial number of additional Class A ordinary
shares upon exercise of these warrants could make us a less attractive acquisition vehicle to a target business. Such warrants, when exercised,
will increase the number of issued and outstanding Class A ordinary shares and reduce the value of the Class A ordinary shares
issued to complete the business transaction. Therefore, our warrants may make it more difficult to effectuate a business transaction or
increase the cost of acquiring the target business.
Because each unit contains one-half of one redeemable warrant
and only a whole warrant may be exercised, the units may be worth less than units of other blank check companies.
Each
|
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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
Such warrants, when exercised,
will increase the number of issued and outstanding Class A ordinary shares and reduce the value of the Class A ordinary shares
issued to complete the business transaction. Therefore, our warrants may make it more difficult to effectuate a business transaction or
increase the cost of acquiring the target business.
Because each unit contains one-half of one redeemable warrant
and only a whole warrant may be exercised, the units may be worth less than units of other blank check companies.
Each unit contains one-half of one redeemable warrant.
Pursuant to the warrant agreements, no fractional warrants will be issued upon separation of the units, and only whole units will trade.
If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round
down to the nearest whole number the number of Class A ordinary shares to be issued to the warrant holder. We have established the
components of the units in this way in order to reduce the dilutive effect of the warrants upon completion of a business combination since
the warrants will be exercisable in the aggregate for one-half of the number of shares compared to units that each contain a whole warrant
to purchase one whole share, thus making 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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
a share, we will, upon exercise, round
down to the nearest whole number the number of Class A ordinary shares to be issued to the warrant holder. We have established the
components of the units in this way in order to reduce the dilutive effect of the warrants upon completion of a business combination since
the warrants will be exercisable in the aggregate for one-half of the number of shares compared to units that each contain a whole warrant
to purchase one whole share, thus making us, we believe, a more attractive merger partner for target businesses. Nevertheless, this unit
structure may cause our units to be worth less than if a unit included a warrant to purchase one whole share.
49
A provision of our warrant agreements may make it more difficult
for us to consummate an initial business combination.
Unlike many blank check companies, if (i) we
issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing
of our initial business combination at a Newly Issued Price of less than $9.20 per ordinary share, (ii) the aggregate gross proceeds
from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our
|
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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
to consummate an initial business combination.
Unlike many blank check companies, if (i) we
issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing
of our initial business combination at a Newly Issued Price of less than $9.20 per ordinary share, (ii) the aggregate gross proceeds
from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial
business combination on the date of the consummation of our initial business combination (net of redemptions), and (iii) the Market
Value is below $9.20 per share, then the exercise price of the warrants will be adjusted to be equal to 115% of the higher of the Market
Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal
to 180% of the higher of the Market Value and the Newly Issued Price. This may make it more difficult for us to consummate an initial
business combination with a target business.
Because we must furnish our shareholders with target business
financial statements, we may lose the 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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
115% of the higher of the Market
Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal
to 180% of the higher of the Market Value and the Newly Issued Price. This may make it more difficult for us to consummate an initial
business combination with a target business.
Because we must furnish our shareholders with target business
financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective
target businesses.
The federal proxy rules require that a proxy statement
with respect to a vote on a business combination meeting certain financial significance tests include historical and/or pro forma financial
statement disclosure in periodic reports. We will include the same financial statement disclosure in connection with our tender offer
documents, whether or not they are required under the tender offer rules. These financial statements may be required to be prepared in
accordance with, or be reconciled to, accounting principles generally accepted in the United States of America (“GAAP”),
or international financial reporting standards as issued by the International Accounting Standards Board (“IFRS”), depending
on the circumstances and the historical financial statements may be required to be audited in accordance with
|
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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
same financial statement disclosure in connection with our tender offer
documents, whether or not they are required under the tender offer rules. These financial statements may be required to be prepared in
accordance with, or be reconciled to, accounting principles generally accepted in the United States of America (“GAAP”),
or international financial reporting standards as issued by the International Accounting Standards Board (“IFRS”), depending
on the circumstances and the historical financial statements may be required to be audited in accordance with the standards of the Public
Company Accounting Oversight Board (United States) (“PCAOB”). These financial statement requirements may limit the pool
of potential target businesses we may acquire because some targets may be unable to provide such statements in time for us to disclose
such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame.
We are an emerging growth company and a smaller reporting company
within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to “emerging
growth companies” or “smaller reporting companies,” this could make our securities less attractive to investors and
may make it more difficult to compare our performance with other public companies.
We are an “emerging growth company”
within 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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
accordance with federal proxy rules and complete our initial business combination within the prescribed time frame.
We are an emerging growth company and a smaller reporting company
within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to “emerging
growth companies” or “smaller reporting companies,” this could make our securities less attractive to investors and
may make it more difficult to compare our performance with other public companies.
We are an “emerging growth company”
within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting
requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited
to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure
obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding
a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
As a result, our shareholders may not have access to certain information they may deem important. We could be an emerging growth company
for up to five years, although circumstances could
|
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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure
obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding
a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
As a result, our shareholders may not have access to certain information they may deem important. We could be an emerging growth company
for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our Class A
ordinary shares held by non-affiliates exceeds $700 million as of any June 30 before that time, in which case we would no longer be an
emerging growth company as of the following December 31. We cannot predict whether investors will find our securities less attractive
because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions,
the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities
and the trading prices of our securities may be more volatile.
Further, Section 102(b)(1) of the JOBS
Act exem
|
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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
of the following December 31. We cannot predict whether investors will find our securities less attractive
because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions,
the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities
and the trading prices of our securities may be more volatile.
Further, Section 102(b)(1) of the JOBS
Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private
companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of
securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The
JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply
to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended
transition period which means that when a standard is issued or revised and it has different application dates for public or private
companies, we, as an emerging growth company,
|
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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
with the new or revised financial accounting standards. The
JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply
to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended
transition period which means that when a standard is issued or revised and it has different application dates for public or private
companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or
revised standard. This may make comparison of our financial statements with another public company which is neither an emerging
growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible
because of the potential differences in accounting standards used.
50
Additionally, we are a “smaller reporting
company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure
obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting
company until the last day of the fiscal year in which (1) the market value
|
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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
difficult or impossible
because of the potential differences in accounting standards used.
50
Additionally, we are a “smaller reporting
company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure
obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting
company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds
$250 million as of the prior June 30, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the
market value of our ordinary shares held by non-affiliates exceeds $700 million as of the prior June 30. To the extent we take advantage
of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult
or impossible.
Compliance obligations under the Sarbanes-Oxley Act may make
it more difficult for us to effectuate a business combination, require substantial financial and management resources, and increase the
time and costs of completing an acquisition.
Section 404 of the Sarbanes-Oxley Act
|
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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
$700 million as of the prior June 30. To the extent we take advantage
of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult
or impossible.
Compliance obligations under the Sarbanes-Oxley Act may make
it more difficult for us to effectuate a business combination, require substantial financial and management resources, and increase the
time and costs of completing an acquisition.
Section 404 of the Sarbanes-Oxley Act requires
that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for the year ending
December 31, 2022. Only in the event we are deemed to be a large accelerated filer or an accelerated filer and no longer qualify as an
emerging growth company, will we be required to comply with the independent registered public accounting firm attestation requirement
on our internal control over financial reporting. The fact that we are a blank check company makes compliance with the requirements of
the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a target business with which we seek
to complete our initial business combination may not be in compliance with the provisions of the Sarbanes-O
|
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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
no longer qualify as an
emerging growth company, will we be required to comply with the independent registered public accounting firm attestation requirement
on our internal control over financial reporting. The fact that we are a blank check company makes compliance with the requirements of
the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a target business with which we seek
to complete our initial business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy
of its internal controls. The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act
may increase the time and costs necessary to complete any such acquisition.
Because we are incorporated under the laws of the Cayman Islands,
you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be
limited.
We are an exempted company incorporated under the
laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States
upon our directors or executive officers, or enforce judgments obtained in the United States courts against our directors or officers.
Our corporate affairs are governed 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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
the Cayman Islands,
you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be
limited.
We are an exempted company incorporated under the
laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States
upon our directors or executive officers, or enforce judgments obtained in the United States courts against our directors or officers.
Our corporate affairs are governed by our amended
and restated memorandum and articles of association, the Companies Act (as the same may be supplemented or amended from time to time)
and the common law of the Cayman Islands. We will also be subject to the federal securities laws of the United States. The rights
of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors
to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands
is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions
of whose courts are of persuasive authority, but are not binding on a court in the Cay
|
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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
rights
of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors
to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands
is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions
of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of our shareholders and
the fiduciary responsibilities of our directors under Cayman Islands law are different from what they would be under statutes or judicial
precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as
compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies
of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a Federal
court of the United States.
We have been advised by Maples and Calder (Hong
Kong) LLP, our Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (
|
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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
body of securities laws as
compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies
of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a Federal
court of the United States.
We have been advised by Maples and Calder (Hong
Kong) LLP, our Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against
us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the
United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated
upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed
by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments
obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign
court of competent jurisdiction without retrial on the merits based on 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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
impose liabilities against us predicated
upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed
by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments
obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign
court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes
upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign
judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in
respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds
of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the
Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court 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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
for a liquidated sum, and must not be in
respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds
of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the
Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay
enforcement proceedings if concurrent proceedings are being brought elsewhere.
51
As a result of all of the above, public shareholders
may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or
controlling shareholders than they would as public shareholders of a United States company.
Provisions in our amended and restated memorandum and articles
of association may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A
ordinary shares and could entrench management.
Our amended and restated memorandum and articles
of association will contain provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their
best interests. These provisions will include a stagger
|
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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
they would as public shareholders of a United States company.
Provisions in our amended and restated memorandum and articles
of association may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A
ordinary shares and could entrench management.
Our amended and restated memorandum and articles
of association will contain provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their
best interests. These provisions will include a staggered board of directors, the ability of the board of directors to designate the terms
of and issue new series of preference shares, and the fact that prior to the completion of our initial business combination only holders
of our Founder Shares, which have been issued to our Sponsor, are entitled to vote on the appointment of directors, which may make more
difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing
market prices for our securities.
Cyber incidents or attacks directed at us could result in information
theft, data corruption, operational disruption and/or financial loss.
We depend on digital technologies, including information
systems, infrastructure and cloud applications and services, including those of third parties with which we may deal. Sophisticated 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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
entitled to vote on the appointment of directors, which may make more
difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing
market prices for our securities.
Cyber incidents or attacks directed at us could result in information
theft, data corruption, operational disruption and/or financial loss.
We depend on digital technologies, including information
systems, infrastructure and cloud applications and services, including those of third parties with which we may deal. Sophisticated and
deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties or the
cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data. As an early
stage company without significant investments in data security protection, we may not be sufficiently protected against such occurrences.
We may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents.
It is possible that any of these occurrences, or a combination of them, could have adverse consequences on our business and lead to financial
loss.
Since only holders of our Founder Shares will have the right
to vote on the appointment of directors, upon the listing of our shares on the Nas
|
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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
without significant investments in data security protection, we may not be sufficiently protected against such occurrences.
We may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents.
It is possible that any of these occurrences, or a combination of them, could have adverse consequences on our business and lead to financial
loss.
Since only holders of our Founder Shares will have the right
to vote on the appointment of directors, upon the listing of our shares on the Nasdaq, the Nasdaq may consider us to be a “controlled
company” within the meaning of the Nasdaq rules and, as a result, we may qualify for exemptions from certain corporate governance
requirements.
Only holders of our Founder Shares have the right
to vote on the appointment of directors. As a result, the Nasdaq may consider us to be a “controlled company” within the meaning
of the Nasdaq corporate governance standards. Under the Nasdaq corporate governance standards, a company of which more than 50% of the
voting power for the directors is held by an individual, group or another company is a “controlled company” and may elect
not to comply with certain corporate governance requirements, including the requirements that:
we have a board that includes 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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
appointment of directors. As a result, the Nasdaq may consider us to be a “controlled company” within the meaning
of the Nasdaq corporate governance standards. Under the Nasdaq corporate governance standards, a company of which more than 50% of the
voting power for the directors is held by an individual, group or another company is a “controlled company” and may elect
not to comply with certain corporate governance requirements, including the requirements that:
we have a board that includes a majority of “independent
directors,” as defined under the rules of the Nasdaq;
we have a compensation committee of our board that is comprised
entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and
we have a nominating committee of our board that is comprised
entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.
52
We do not intend to utilize these exemptions and
intend to comply with the corporate governance requirements of the Nasdaq, subject to applicable phase-in rules. However, if we determine
in the future to utilize some or all of these exemptions, you will not have the same protections afforded to shareholders of companies
that are subject to all of the Nasdaq corporate
|
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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
committee of our board that is comprised
entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.
52
We do not intend to utilize these exemptions and
intend to comply with the corporate governance requirements of the Nasdaq, subject to applicable phase-in rules. However, if we determine
in the future to utilize some or all of these exemptions, you will not have the same protections afforded to shareholders of companies
that are subject to all of the Nasdaq corporate governance requirements.
Risks Associated with Acquiring and Operating a Business in Foreign
Countries
If we pursue a target company with operations or opportunities
outside of the United States for our initial business combination, we may face additional burdens in connection with investigating,
agreeing to and completing such initial business combination, and if we effect such initial business combination, we would be subject
to a variety of additional risks that may negatively impact our operations.
If we pursue a target company with operations or
opportunities outside of the United States for our initial business combination, we would be subject to risks associated with cross-border
business combinations, including in connection with investigating, agreeing to and completing our initial business combination, conducting
due diligence in a foreign jurisdiction, having such transaction approved 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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
such initial business combination, and if we effect such initial business combination, we would be subject
to a variety of additional risks that may negatively impact our operations.
If we pursue a target company with operations or
opportunities outside of the United States for our initial business combination, we would be subject to risks associated with cross-border
business combinations, including in connection with investigating, agreeing to and completing our initial business combination, conducting
due diligence in a foreign jurisdiction, having such transaction approved by any local governments, regulators or agencies and changes
in the purchase price based on fluctuations in foreign exchange rates.
If we effect our initial business combination with
such a company, we would be subject to any special considerations or risks associated with companies operating in an international setting,
including any of the following:
costs and difficulties inherent in managing cross-border business
operations;
rules and regulations regarding currency redemption;
complex withholding taxes on individuals;
laws governing the manner in which future business combinations
may be effected;
exchange listing and/or delisting requirements;
tariffs and trade barriers;
regulations related to customs and import/export matters;
local or regional regulations, economic policies and market
conditions;
unexpected changes in regulatory requirements;
longer payment cycles;
tax issues, such as tax law changes 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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
of the following:
costs and difficulties inherent in managing cross-border business
operations;
rules and regulations regarding currency redemption;
complex withholding taxes on individuals;
laws governing the manner in which future business combinations
may be effected;
exchange listing and/or delisting requirements;
tariffs and trade barriers;
regulations related to customs and import/export matters;
local or regional regulations, economic policies and market
conditions;
unexpected changes in regulatory requirements;
longer payment cycles;
tax issues, such as tax law changes and variations in tax
laws as compared to the United States;
currency fluctuations and exchange controls;
rates of inflation;
challenges in collecting accounts receivable;
cultural and language differences;
employment regulations;
underdeveloped or unpredictable legal or regulatory systems
and challenges of managing legal disputes in foreign jurisdictions;
corruption;
53
greater difficulty enforcing intellectual property rights
and less robust protection of intellectual property rights;
social unrest, crime, strikes, riots and civil disturbances;
regime changes and economic and political instability;
terrorist attacks, natural disasters, public health crises
and epidemics, and wars; and
deterioration of political relations with the United States.
We may not be able to adequately address these additional
risks. If we were unable to do so
|
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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
in foreign jurisdictions;
corruption;
53
greater difficulty enforcing intellectual property rights
and less robust protection of intellectual property rights;
social unrest, crime, strikes, riots and civil disturbances;
regime changes and economic and political instability;
terrorist attacks, natural disasters, public health crises
and epidemics, and wars; and
deterioration of political relations with the United States.
We may not be able to adequately address these additional
risks. If we were unable to do so, we may be unable to complete such initial business combination, or, if we complete such combination,
our operations might suffer, either of which may adversely impact our business, financial condition and results of operations.
If our management following our initial business combination
is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws, which
could lead to various regulatory issues.
Following our initial business combination, our
management may resign from their positions as officers or directors of the company and the management of the target business at the time
of the business combination will remain in place. Management of the target business may not be familiar with United States securities
laws. If new management is unfamiliar with United States securities laws, they may have 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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
securities laws, they may have to expend time and resources becoming familiar with such laws, which
could lead to various regulatory issues.
Following our initial business combination, our
management may resign from their positions as officers or directors of the company and the management of the target business at the time
of the business combination will remain in place. Management of the target business may not be familiar with United States securities
laws. If new management is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar
with such laws. This could be expensive and time-consuming and could lead to various regulatory issues which may adversely affect our
operations.
After our initial business combination, substantially all of
our assets may be located in a foreign country and substantially all of our revenue may be derived from our operations in any such country.
Accordingly, our results of operations and prospects will be subject, to a significant extent, to the economic, political and social conditions
and government policies, developments and conditions in the country in which we operate.
The economic, political and social conditions, as
well as government policies, of the country in which our operations are located could affect our business. Economic growth could be uneven,
both geographically and among various sectors of the economy
|
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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
our revenue may be derived from our operations in any such country.
Accordingly, our results of operations and prospects will be subject, to a significant extent, to the economic, political and social conditions
and government policies, developments and conditions in the country in which we operate.
The economic, political and social conditions, as
well as government policies, of the country in which our operations are located could affect our business. Economic growth could be uneven,
both geographically and among various sectors of the economy and such growth may not be sustained in the future. If in the future such
country’s economy experiences a downturn or grows at a slower rate than expected, there may be less demand for spending in certain
industries. A decrease in demand for spending in certain industries could materially and adversely affect our ability to find an attractive
target business with which to consummate our initial business combination and if we effect our initial business combination, the ability
of that target business to become profitable.
Exchange rate fluctuations and currency policies may cause a
target business’ ability to succeed in the international markets to be diminished.
In the event we acquire a non-U.S. target, all revenues
and income would likely be received in a foreign currency, and the dollar equivalent of our net assets
|
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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
materially and adversely affect our ability to find an attractive
target business with which to consummate our initial business combination and if we effect our initial business combination, the ability
of that target business to become profitable.
Exchange rate fluctuations and currency policies may cause a
target business’ ability to succeed in the international markets to be diminished.
In the event we acquire a non-U.S. target, all revenues
and income would likely be received in a foreign currency, and the dollar equivalent of our net assets and distributions, if any, could
be adversely affected by reductions in the value of the local currency. The value of the currencies in our target regions fluctuate and
are affected by, among other things, changes in political and economic conditions. Any change in the relative value of such currency against
our reporting currency may affect the attractiveness of any target business or, following consummation of our initial business combination,
our financial condition and results of operations. Additionally, if a currency appreciates in value against the dollar prior to the consummation
of our initial business combination, the cost of a target business as measured in dollars will increase, which may make it less likely
that we are able to consummate such transaction.
We may reincorporate in another jurisdiction in connection
|
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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
such currency against
our reporting currency may affect the attractiveness of any target business or, following consummation of our initial business combination,
our financial condition and results of operations. Additionally, if a currency appreciates in value against the dollar prior to the consummation
of our initial business combination, the cost of a target business as measured in dollars will increase, which may make it less likely
that we are able to consummate such transaction.
We may reincorporate in another jurisdiction in connection with
our initial business combination, and the laws of such jurisdiction may govern some or all of our future material agreements and we may
not be able to enforce our legal rights.
In connection with our initial business combination,
we may relocate the home jurisdiction of our business from the Cayman Islands to another jurisdiction. If we determine to do this, the
laws of such jurisdiction may govern some or all of our future material agreements. The system of laws and the enforcement of existing
laws in such jurisdiction may not be as certain in implementation and interpretation as in the United States. The inability to enforce
or obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities or capital.
54
In addition, it is possible that after our
|
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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
man Islands to another jurisdiction. If we determine to do this, the
laws of such jurisdiction may govern some or all of our future material agreements. The system of laws and the enforcement of existing
laws in such jurisdiction may not be as certain in implementation and interpretation as in the United States. The inability to enforce
or obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities or capital.
54
In addition, it is possible that after our initial
business combination, a majority of our directors and officers will reside outside of the United States and all of our assets will
be located outside of the United States. As a result, it may be difficult, or in some cases not possible, for investors in the United States
to enforce their legal rights, to effect service of process upon all of our directors or officers or to enforce judgments of United States
courts predicated upon civil liabilities and criminal penalties on our directors and officers under United States laws.
We are subject to changing law and regulations regarding regulatory
matters, corporate governance and public disclosure that have increased both our costs and the risk of non-compliance.
We are subject to rules and regulations by various
governing bodies,
|
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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
United States
to enforce their legal rights, to effect service of process upon all of our directors or officers or to enforce judgments of United States
courts predicated upon civil liabilities and criminal penalties on our directors and officers under United States laws.
We are subject to changing law and regulations regarding regulatory
matters, corporate governance and public disclosure that have increased both our costs and the risk of non-compliance.
We are subject to rules and regulations by various
governing bodies, including, for example, the SEC, which are charged with the protection of investors and the oversight of companies whose
securities are publicly traded, and to new and evolving regulatory measures under applicable law. Our efforts to comply with new and changing
laws and regulations have resulted in and are likely to continue to result in, increased general and administrative expenses and a diversion
of management time and attention from seeking a business combination target.
Moreover, because these laws, regulations and standards
are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available. This evolution
may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure
and governance practices. If we fail to address and comply with these regulations and any subsequent changes
|
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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
are likely to continue to result in, increased general and administrative expenses and a diversion
of management time and attention from seeking a business combination target.
Moreover, because these laws, regulations and standards
are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available. This evolution
may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure
and governance practices. If we fail to address and comply with these regulations and any subsequent changes, we may be subject to penalty
and our business may be harmed.
Item 1B. Unresolved
Staff Comments.
Not applicable.
Item 2. Properties.
Our
executive offices are located at Bahnhofstrasse 3, 6052 Hergiswil, Nidwalden, Switzerland. The cost for our use of this space is
included in the $10,000 per month fee we pay to an affiliate of our Sponsor for office space, administrative and support services. We
consider our current office space adequate for our current operations.
Item 3. Legal
Proceedings.
There is no material litigation,
arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such.
Item
|
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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
iswil, Nidwalden, Switzerland. The cost for our use of this space is
included in the $10,000 per month fee we pay to an affiliate of our Sponsor for office space, administrative and support services. We
consider our current office space adequate for our current operations.
Item 3. Legal
Proceedings.
There is no material litigation,
arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such.
Item 4. Mine
Safety Disclosures.
Not applicable.
55
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
Our units began trading on
The Nasdaq Global Market under the symbol “GGAAU” on December 9, 2021. Commencing on January 31, 2022, holders of the units
could elect to separately trade the Class A ordinary shares and public warrants comprising the units. The Class A ordinary shares and
public warrants that are separated trade on The Nasdaq Global Market under the symbols “GGAA” and “GGAAW,” respectively.
Those units not separated continue to trade on The Nasdaq Global Market under the symbol “
|
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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
the symbol “GGAAU” on December 9, 2021. Commencing on January 31, 2022, holders of the units
could elect to separately trade the Class A ordinary shares and public warrants comprising the units. The Class A ordinary shares and
public warrants that are separated trade on The Nasdaq Global Market under the symbols “GGAA” and “GGAAW,” respectively.
Those units not separated continue to trade on The Nasdaq Global Market under the symbol “GGAAU.”
Holders
At April 13, 2022, there
was 1 holder of record of our units, 1 holder of record of our Class A ordinary shares, 4 holders of record of our Founder Shares, 1
holder of record of our public warrants and 1 holder of record of our private placement warrants.
Dividends
We have not paid any cash
dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination.
The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general
financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our
|
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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
of our public warrants and 1 holder of record of our private placement warrants.
Dividends
We have not paid any cash
dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination.
The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general
financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our
initial business combination will be within the discretion of our board of directors at such time. In December 2021, we declared a share
dividend, resulting in our Sponsor holding an aggregate of 5,850,625 Founder Shares. Our board of directors is not currently contemplating
and does not anticipate declaring any other share dividends in the foreseeable future. Further, if we incur any indebtedness in connection
with our initial business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection
therewith.
Securities Authorized for Issuance Under Equity Compensation Plans
None.
Recent Sales of Unregistered Securities; Use of Proceeds from
Registered Offerings
Unregistered Sales
On May 26, 2021, our
|
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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
and does not anticipate declaring any other share dividends in the foreseeable future. Further, if we incur any indebtedness in connection
with our initial business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection
therewith.
Securities Authorized for Issuance Under Equity Compensation Plans
None.
Recent Sales of Unregistered Securities; Use of Proceeds from
Registered Offerings
Unregistered Sales
On May 26, 2021, our Sponsor
paid $25,000, or approximately $0.003 per share, to cover certain expenses on our behalf in consideration of 7,187,500 Founder Shares.
The per share price of the Founder Shares was determined by dividing the amount contributed to us by the number of Founder Shares issued.
On September 20, 2021, our Sponsor surrendered an aggregate of 1,437,500 Founder Shares to the Company’s capital for no consideration,
resulting in the Sponsor holding an aggregate of 5,750,000 Founder Shares. On December 3, 2021, our Sponsor agreed to transfer to Nomura
an aggregate of 431,250 Founder Shares at the Sponsor’s original purchase price. On December 8, 2021, 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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
of Founder Shares issued.
On September 20, 2021, our Sponsor surrendered an aggregate of 1,437,500 Founder Shares to the Company’s capital for no consideration,
resulting in the Sponsor holding an aggregate of 5,750,000 Founder Shares. On December 3, 2021, our Sponsor agreed to transfer to Nomura
an aggregate of 431,250 Founder Shares at the Sponsor’s original purchase price. On December 8, 2021, we declared a share dividend
pursuant to which we issued an additional 575,000 Founder Shares to our Sponsor and we also agreed to transfer to Nomura an additional
43,125 Founder Shares. As a result, our Sponsor holds 5,850,625 Founder Shares and Nomura holds 474,375 Founder Shares. The Founder Shares
were issued in connection with our organization pursuant to an exemption from registration contained in Section 4(a)(2) of the Securities
Act. On December 21, 2021, we issued an additional 3,300,000 units in connection with the Over-Allotment Option.
On the IPO Closing Date, we
completed the private sale of 8,050,000 private placement warrants at a purchase price
|
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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
and Nomura holds 474,375 Founder Shares. The Founder Shares
were issued in connection with our organization pursuant to an exemption from registration contained in Section 4(a)(2) of the Securities
Act. On December 21, 2021, we issued an additional 3,300,000 units in connection with the Over-Allotment Option.
On the IPO Closing Date, we
completed the private sale of 8,050,000 private placement warrants at a purchase price of $1.00 per private placement warrant to our Sponsor,
generating gross proceeds to us of approximately $8.1 million. On December 21, 2021, we completed the private sale of an additional 825,000
private placement warrants to our Sponsor, generating gross proceeds to us of approximately $0.8 million. In total, the private sales
of our private placement warrants in connection with our Initial Public Offering and the Over-Allotment Option generated gross proceeds
of approximately $8.8 million to us. Each private placement warrant entitles the holder to purchase one of our Class A ordinary shares
at $11.50 per share. The private placement warrants (including the Class A ordinary shares issuable upon exercise thereof) may not,
|
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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
generating gross proceeds to us of approximately $0.8 million. In total, the private sales
of our private placement warrants in connection with our Initial Public Offering and the Over-Allotment Option generated gross proceeds
of approximately $8.8 million to us. Each private placement warrant entitles the holder to purchase one of our Class A ordinary shares
at $11.50 per share. The private placement warrants (including the Class A ordinary shares issuable upon exercise thereof) may not, subject
to certain limited exceptions, be transferred, assigned or sold by the holder until 30 days after the completion of our initial business
combination. The sale of the private placement warrants was made pursuant to an exemption from registration contained in Section 4(a)(2)
of the Securities Act.
56
Use of Proceeds
On the IPO Closing Date, we
consummated our Initial Public Offering of 22,000,000 units. On December 21, 2021, we issued an additional 3,300,000 units in connection
with Over-Allotment Option. The units were sold at a price of $10.15 per unit, generating gross proceeds to us of approximately $256.8
million.
On 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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
Securities Act.
56
Use of Proceeds
On the IPO Closing Date, we
consummated our Initial Public Offering of 22,000,000 units. On December 21, 2021, we issued an additional 3,300,000 units in connection
with Over-Allotment Option. The units were sold at a price of $10.15 per unit, generating gross proceeds to us of approximately $256.8
million.
On the IPO Closing Date, simultaneously
with the consummation of our Initial Public Offering, we completed the private sale of 8,050,000 private placement warrants at a purchase
price of $1.00 per warrant to our Sponsor, generating gross proceeds to us of approximately $8.1 million. On December 21, 2021, we completed
the private sale of an additional 825,000 private placement warrants to our Sponsor in connection with the exercise of the Over-Allotment
Option, generating gross proceeds to us of approximately $0.8 million. In total, the private sales of our private placement warrants in
connection with our Initial Public Offering and the Over-Allotment Option generated gross proceeds of approximately $8.8 million to us.
Nomura Securities
|
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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
. On December 21, 2021, we completed
the private sale of an additional 825,000 private placement warrants to our Sponsor in connection with the exercise of the Over-Allotment
Option, generating gross proceeds to us of approximately $0.8 million. In total, the private sales of our private placement warrants in
connection with our Initial Public Offering and the Over-Allotment Option generated gross proceeds of approximately $8.8 million to us.
Nomura Securities International,
Inc. served as the underwriter for our Initial Public Offering. The securities sold in our Initial Public Offering were registered under
the Securities Act pursuant to a registration statement on Form S-1 (File Nos. 333-261248 and 333-261559) (the “Registration Statement”).
The SEC declared the Registration Statement effective on December 8, 2021.
From March 17, 2021 (inception)
through the IPO Closing Date, we incurred approximately $19.0 million for costs and expenses related to our Initial Public Offering.
In connection with the IPO Closing Date, we paid a total of approximately $2.5 million in underwriting discounts and commissions. In addition,
the underwriters agreed to defer approximately $13.9
|
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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
(the “Registration Statement”).
The SEC declared the Registration Statement effective on December 8, 2021.
From March 17, 2021 (inception)
through the IPO Closing Date, we incurred approximately $19.0 million for costs and expenses related to our Initial Public Offering.
In connection with the IPO Closing Date, we paid a total of approximately $2.5 million in underwriting discounts and commissions. In addition,
the underwriters agreed to defer approximately $13.9 million in underwriting discounts and commissions, which amount will be payable upon
consummation of the initial business combination. On the IPO Closing Date, a total of $468,000 was repaid to our Sponsor out of the proceeds
from our Initial Public Offering that was borrowed under the promissory note with our Sponsor. There has been no material change in the
planned use of proceeds from our Initial Public Offering as described in our final prospectus filed with the SEC on December 13, 2021.
After deducting the underwriting
discounts and commissions (excluding the deferred portion of approximately $13.9 million, which amount will be payable upon consummation
of the initial business combination) and offering expenses, the total net proceeds from our Initial
|
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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
under the promissory note with our Sponsor. There has been no material change in the
planned use of proceeds from our Initial Public Offering as described in our final prospectus filed with the SEC on December 13, 2021.
After deducting the underwriting
discounts and commissions (excluding the deferred portion of approximately $13.9 million, which amount will be payable upon consummation
of the initial business combination) and offering expenses, the total net proceeds from our Initial Public Offering and the sale of the
private placement warrants were approximately $258.6 million, of which approximately $256.8 million (or $10.15 per unit sold in our Initial
Public Offering) was placed in the Trust Account.
Item 6. [Reserved]
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Overview
We are a blank check
company incorporated on March 17, 2021 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset
acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. We have not selected
any business combination target and we have not, nor has anyone on our behalf, initiated
|
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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
]
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Overview
We are a blank check
company incorporated on March 17, 2021 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset
acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. We have not selected
any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly,
with any business combination target. We intend to effectuate our initial business combination using cash from the proceeds of our Initial
Public Offering and the private placement of the private placement warrants, the proceeds of the sale of our shares in connection with
our initial business combination (pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation
of our Initial Public Offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners
of the target, or a combination of the foregoing or other sources.
57
The issuance of additional
shares in a business combination:
may significantly dilute the equity interest of investors
in our Initial Public Offering, which dilution
|
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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
our initial business combination (pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation
of our Initial Public Offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners
of the target, or a combination of the foregoing or other sources.
57
The issuance of additional
shares in a business combination:
may significantly dilute the equity interest of investors
in our Initial Public Offering, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted
in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares;
may subordinate the rights of holders of Class A ordinary
shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares;
could cause a change in control if a substantial number of
our Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards,
if any, and could result in the resignation or removal of our present officers and directors;
may have the effect of delaying or preventing a change of
control of us by diluting the share ownership 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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares;
could cause a change in control if a substantial number of
our Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards,
if any, and could result in the resignation or removal of our present officers and directors;
may have the effect of delaying or preventing a change of
control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us;
may adversely affect prevailing market prices for our units,
Class A ordinary shares and/or warrants; and
may not result in adjustment to the exercise price of our
warrants.
Similarly,
if we issue debt or otherwise incur significant debt, it
could result in:
default and foreclosure on our assets if our operating revenues
after an initial business combination are insufficient to repay our debt obligations;
acceleration of our obligations to repay the indebtedness
even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial
ratios or reserves without a waiver or renegotiation of that covenant;
our immediate payment of all principal and accrued interest,
if any, if 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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
incur significant debt, it
could result in:
default and foreclosure on our assets if our operating revenues
after an initial business combination are insufficient to repay our debt obligations;
acceleration of our obligations to repay the indebtedness
even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial
ratios or reserves without a waiver or renegotiation of that covenant;
our immediate payment of all principal and accrued interest,
if any, if the debt is payable on demand;
our inability to obtain necessary additional financing if
the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;
our inability to pay dividends on our Class A ordinary
shares;
using a substantial portion of our cash flow to pay principal
and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses,
capital expenditures, acquisitions and other general corporate purposes;
limitations on our flexibility in planning for and reacting
to changes in our business and in the industry in which we operate;
increased vulnerability to adverse changes in general economic,
industry and competitive conditions and adverse changes in government regulation; and
limitations on our ability to borrow additional amounts for
expenses, capital
|
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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
to pay principal
and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses,
capital expenditures, acquisitions and other general corporate purposes;
limitations on our flexibility in planning for and reacting
to changes in our business and in the industry in which we operate;
increased vulnerability to adverse changes in general economic,
industry and competitive conditions and adverse changes in government regulation; and
limitations on our ability to borrow additional amounts for
expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages
compared to our competitors who have less debt.
As indicated in the
accompanying financial statements, as of December 31, 2021, we had $2,325,000 in cash, and working capital of approximately $1,727,000.
Further, we expect to incur significant costs in the pursuit of our initial business combination. We cannot assure you that our plans
to raise capital or to complete our initial business combination will be successful.
58
Results of Operations
Our entire activity since
inception up to December 31, 2021 was in preparation for our formation and our initial public offering, and, subsequent to our initial
public offering,
|
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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
,000 in cash, and working capital of approximately $1,727,000.
Further, we expect to incur significant costs in the pursuit of our initial business combination. We cannot assure you that our plans
to raise capital or to complete our initial business combination will be successful.
58
Results of Operations
Our entire activity since
inception up to December 31, 2021 was in preparation for our formation and our initial public offering, and, subsequent to our initial
public offering, identifying a target company for a business combination. We will not be generating any operating revenues until the closing
and completion of our initial business combination, at the earliest.
For the period from March
17, 2021 (inception) through December 31, 2021, we had net loss of approximately $109,000, which consisted of general and administrative
expenses of approximately $100,000, approximately $10,000 in general and administrative expenses for related party; offset by income from
investments held in the Trust Account of approximately $1,000.
Liquidity and Going Concern Consideration
Our liquidity needs were satisfied
prior to the completion of our Initial Public Offering through (i) $25,000 paid by our sponsor to cover certain
|
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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
, we had net loss of approximately $109,000, which consisted of general and administrative
expenses of approximately $100,000, approximately $10,000 in general and administrative expenses for related party; offset by income from
investments held in the Trust Account of approximately $1,000.
Liquidity and Going Concern Consideration
Our liquidity needs were satisfied
prior to the completion of our Initial Public Offering through (i) $25,000 paid by our sponsor to cover certain expenses in exchange
for the issuance of the founder shares to our sponsor and (ii) the receipt of loans to us of up to $500,000 by our sponsor under
an unsecured promissory note. Prior to the completion of our Initial Public Offering, we borrowed approximately $453,000 under the promissory
note with our sponsor, which was fully repaid subsequent to the Initial Public Offering in December 2021 and March 2022. The net proceeds
from (i) the sale of the units in our Initial Public Offering, after deducting non-reimbursed offering expenses of approximately
$738,000, underwriting commissions of $2,530,000, (excluding deferred underwriting commissions of $13,915,000
|
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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
borrowed approximately $453,000 under the promissory
note with our sponsor, which was fully repaid subsequent to the Initial Public Offering in December 2021 and March 2022. The net proceeds
from (i) the sale of the units in our Initial Public Offering, after deducting non-reimbursed offering expenses of approximately
$738,000, underwriting commissions of $2,530,000, (excluding deferred underwriting commissions of $13,915,000), and (ii) the sale
of the private placement warrants for a purchase price of $8,875,000 was $258,645,000. Of this amount, $256,795,000 is held in the trust
account, which includes the deferred underwriting commissions described above. The proceeds held in the trust account are invested only
in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under
Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The remaining $1,850,000
is not held in the trust account.
We intend to use substantially
all of the funds held in the trust account, including
|
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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
writing commissions described above. The proceeds held in the trust account are invested only
in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under
Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The remaining $1,850,000
is not held in the trust account.
We intend to use substantially
all of the funds held in the trust account, including any amounts representing interest and other income earned on the trust account (less
taxes payable and deferred underwriting commissions), to complete our initial business combination. We may withdraw interest income (if
any) to pay income taxes, if any. Our annual income tax obligations will depend on the amount of interest and other income earned on the
amounts held in the trust account. We expect the interest income earned on the amount in the trust account (if any) will be sufficient
to pay our income taxes. To the extent that our equity or debt is used, in whole or in part, as consideration to complete our initial
business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the
target business or businesses,
|
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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
on the amount of interest and other income earned on the
amounts held in the trust account. We expect the interest income earned on the amount in the trust account (if any) will be sufficient
to pay our income taxes. To the extent that our equity or debt is used, in whole or in part, as consideration to complete our initial
business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the
target business or businesses, make other acquisitions and pursue our growth strategies.
Prior to the completion
of our initial business combination, we will have available to us the $1,850,000 of proceeds held outside the trust account, as well as
certain funds from loans from our sponsor, its affiliates or members of our management team. We will use these funds to primarily identify
and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants
or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements
of prospective target businesses, and structure, negotiate and complete a business combination.
We do not believe
we will need to raise additional funds following our Initial Public Offering in order to meet the expenditures required for operating
|
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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
or members of our management team. We will use these funds to primarily identify
and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants
or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements
of prospective target businesses, and structure, negotiate and complete a business combination.
We do not believe
we will need to raise additional funds following our Initial Public Offering in order to meet the expenditures required for operating
our business prior to our initial business combination, other than funds available from loans from our sponsor, its affiliates or members
of our management team. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and
negotiating an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available
to operate our business prior to our initial business combination. In order to fund working capital deficiencies or finance transaction
costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers
and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we may
repay such loan
|
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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
business combination are less than the actual amount necessary to do so, we may have insufficient funds available
to operate our business prior to our initial business combination. In order to fund working capital deficiencies or finance transaction
costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers
and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we may
repay such loaned amounts out of the proceeds of the trust account released to us. In the event that our initial business combination
does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds
from our trust account would be used for such repayment. 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. The terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior
to the completion of our initial business combination, we do not expect 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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
be used for such repayment. 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. The terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. 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 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.
59
We expect our primary
liquidity requirements during that period to include approximately $300,000 for legal, accounting, due diligence, travel and other expenses
associated with structuring, negotiating and documenting successful business combinations; $100,000 for legal and accounting fees related
to regulatory reporting obligations; $800,000 for directors and officers insurance premiums; $120,000 for office space, administrative
and support services; $100,000 for Nasdaq and other regulatory fees; and $430,000 for general working capital
|
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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
liquidity requirements during that period to include approximately $300,000 for legal, accounting, due diligence, travel and other expenses
associated with structuring, negotiating and documenting successful business combinations; $100,000 for legal and accounting fees related
to regulatory reporting obligations; $800,000 for directors and officers insurance premiums; $120,000 for office space, administrative
and support services; $100,000 for Nasdaq and other regulatory fees; and $430,000 for general working capital that will be used for miscellaneous
expenses and reserves.
These amounts are
estimates and may differ materially from our actual expenses. In addition, we could use a portion of the funds not being placed in trust
to pay commitment fees for financing, fees to consultants to assist us with our search for a target business or as a down payment or to
fund a “no-shop” provision (a provision 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 an agreement where we paid for the right to receive exclusivity
from a target business, the amount that would be
|
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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
with our search for a target business or as a down payment or to
fund a “no-shop” provision (a provision 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 an agreement where we paid for the right to receive exclusivity
from a target business, the amount that would be used as a down payment or to fund a “no-shop” provision would be determined
based on the terms of the specific business combination and the amount of our available funds at the time. Our forfeiture of such funds
(whether as a result of our breach or otherwise) could result in our not having sufficient funds to continue searching for, or conducting
due diligence with respect to, prospective target businesses.
Moreover, we may need
to obtain additional financing to complete our initial business combination, either because the transaction requires more cash than is
available from the proceeds held in our trust account, or because we become obligated to redeem a significant number of our public shares
upon completion of the business combination, in which case we may issue additional securities or incur debt in connection with such business
|
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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
result in our not having sufficient funds to continue searching for, or conducting
due diligence with respect to, prospective target businesses.
Moreover, we may need
to obtain additional financing to complete our initial business combination, either because the transaction requires more cash than is
available from the proceeds held in our trust account, or because we become obligated to redeem a significant number of our public shares
upon completion of the business combination, in which case we may issue additional securities or incur debt in connection with such business
combination. If we have not consummated our initial business combination within the required time period because we do not have sufficient
funds available to us, we will be forced to cease operations and liquidate the trust account.
Based on the foregoing,
management believes that we will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor,
or certain of our officers and directors to meet our needs through the consummation of a Business Combination. However, in connection
with our assessment of going concern considerations in accordance with Financial Accounting Standards Board’s (“FASB”)
accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability
to Continue as a Going Concern
|
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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor,
or certain of our officers and directors to meet our needs through the consummation of a Business Combination. However, in connection
with our assessment of going concern considerations in accordance with Financial Accounting Standards Board’s (“FASB”)
accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability
to Continue as a Going Concern,” management has determined that the mandatory liquidation and subsequent dissolution raises substantial
doubt about our ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities
should we be required to liquidate after December 13, 2022. The financial statements do not include any adjustment that might be necessary
if we are unable to continue as a going concern.
60
Quantitative and Qualitative Disclosures
about Market Risk
The net proceeds of
our initial public offering and the sale of the private placement warrants held in the trust account are invested in U.S. government treasury
obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under
|
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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
2. The financial statements do not include any adjustment that might be necessary
if we are unable to continue as a going concern.
60
Quantitative and Qualitative Disclosures
about Market Risk
The net proceeds of
our initial public offering and the sale of the private placement warrants held in the trust account are invested in U.S. government treasury
obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the
Investment Company Act which invest only in direct U.S. government treasury obligations. Due to the short-term nature of these investments,
we believe there will be no associated material exposure to interest rate risk.
Off-balance Sheet Arrangements; Commitments
and Contractual Obligations; Quarterly Results
As of December 31,
2021, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any
commitments or contractual obligations.
JOBS Act
The JOBS Act contains
provisions that, among other things, relax certain reporting requirements for qualifying public companies. We will qualify as an “emerging
growth company” and under the JOBS Act will
|
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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
Obligations; Quarterly Results
As of December 31,
2021, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any
commitments or contractual obligations.
JOBS Act
The JOBS Act contains
provisions that, among other things, relax certain reporting requirements for qualifying public companies. We will qualify as an “emerging
growth company” and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective
date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as
a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required
for non-emerging growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised
accounting pronouncements as of public company effective dates.
Additionally, we are
in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to
certain conditions set forth in the JOBS Act, if, as an “emerging
|
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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
standards on the relevant dates on which adoption of such standards is required
for non-emerging growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised
accounting pronouncements as of public company effective dates.
Additionally, we are
in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to
certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we
may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls
over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (ii) provide all of the compensation disclosure
that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply
with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report
providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose
certain executive compensation
|
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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
Act, (ii) provide all of the compensation disclosure
that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply
with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report
providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose
certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of
the principal executive officer’s compensation to median employee compensation. These exemptions will apply for a period of five
years following the completion of our initial public offering or until we are no longer an “emerging growth company,” whichever
is earlier.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
We are a smaller reporting
company as defined in Item 10 of Regulation S-K and are not required to provide the information otherwise required by this item.
61
Item 8. Financial
Statements and Supplementary Data.
GENESIS GROWTH TECH ACQUISITION CORP.
INDEX TO FINANCIAL STATEMENTS
Page
Report of
Independent Registered Public Accounting Firm (
|
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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
company,” whichever
is earlier.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
We are a smaller reporting
company as defined in Item 10 of Regulation S-K and are not required to provide the information otherwise required by this item.
61
Item 8. Financial
Statements and Supplementary Data.
GENESIS GROWTH TECH ACQUISITION CORP.
INDEX TO FINANCIAL STATEMENTS
Page
Report of
Independent Registered Public Accounting Firm (PCAOB ID Number 2468)
F-2
Financial Statements:
Balance Sheet as of December 31, 2021
F-3
Statement of Operations for the period from March 17, 2021 (inception) through December 31, 2021
F-4
Statement of Changes in Shareholders’ Deficit for the period from March 17, 2021 (inception) through December 31, 2021
F-5
Statement of Cash Flows for the period from March 17, 2021 (inception) through December 31, 2021
F-6
Notes to Financial Statements
F-7
F-1
REPORT OF INDEPENDENT REGISTERED 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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
2021
F-4
Statement of Changes in Shareholders’ Deficit for the period from March 17, 2021 (inception) through December 31, 2021
F-5
Statement of Cash Flows for the period from March 17, 2021 (inception) through December 31, 2021
F-6
Notes to Financial Statements
F-7
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
To the Shareholders and Board of Directors of Genesis Growth Tech Acquisition
Corp.
Opinion on the Financial Statements
We have audited the accompanying balance sheet
of Genesis Growth Tech Acquisition Corp. (the "Company") as of December 31, 2021, and the related statements of operations,
changes in shareholders’ deficit and cash flows for the period from March 17, 2021 (inception) through December 31, 2021, and the
related notes (collectively, the "financial statements"). In our opinion, the financial statements present fairly, in all material
respects, the financial position of the Company as of December 31, 2021 and the results of its operations and its cash flows for the
|
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