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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:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
warrants would be identical to the private placement warrants. Prior to the completion
of our initial business combination, we do not expect to seek loans from parties other than our Sponsor, its affiliates or members of
our management team as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights
to seek access to funds in our Trust Account. If we have not consummated our initial business combination within the required time period
because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. Consequently,
our public shareholders may only receive an estimated $10.15 per public share, or possibly less, on our redemption of our public shares,
and our warrants will expire worthless. See “— If third parties bring claims against us, the proceeds held in the Trust Account
could be reduced and the per-share redemption amount received by shareholders may be less than $10.15 per public share” and other
risk factors herein.
29
Subsequent to our completion of our initial business combination,
we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative
effect on our financial condition, results of operations and
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
. See “— If third parties bring claims against us, the proceeds held in the Trust Account
could be reduced and the per-share redemption amount received by shareholders may be less than $10.15 per public share” and other
risk factors herein.
29
Subsequent to our completion of our initial business combination,
we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative
effect on our financial condition, results of operations and the price of our securities, which could cause you to lose some or all of
your investment.
Even if we conduct extensive due diligence on a
target business with which we combine, we cannot assure you that this diligence will identify all material issues with a particular target
business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside
of the target business and outside of our control will not later arise. As a result of these factors, we may be forced to later write-down
or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even
if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside
of the target business and outside of our control will not later arise. As a result of these factors, we may be forced to later write-down
or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even
if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a
manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact
on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities.
In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming
pre-existing debt held by a target business or by virtue of our obtaining post-combination debt financing. Accordingly, any holders who
choose to retain their securities following the business combination could suffer a reduction in the value of their securities. Such holders
are unlikely to have a remedy for such reduction in value.
If third parties bring claims against us, the
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming
pre-existing debt held by a target business or by virtue of our obtaining post-combination debt financing. Accordingly, any holders who
choose to retain their securities following the business combination could suffer a reduction in the value of their securities. Such holders
are unlikely to have a remedy for such reduction in value.
If third parties bring claims against us, the proceeds held in
the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $10.15 per public share.
Our placing of funds in the Trust Account may not
protect those funds from third-party claims against us. Although we will seek to have all vendors, service providers (other than our independent
registered public accounting firm), prospective target businesses and other entities with which we do business execute agreements with
us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our public
shareholders, such parties may not execute such agreements, or even if they execute such agreements, they may not be prevented from bringing
claims against 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:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
to have all vendors, service providers (other than our independent
registered public accounting firm), prospective target businesses and other entities with which we do business execute agreements with
us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our public
shareholders, such parties may not execute such agreements, or even if they execute such agreements, they may not be prevented from bringing
claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar
claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim
against our assets, including the funds held in the Trust Account. If any third-party refuses to execute an agreement waiving such claims
to the monies held in the Trust Account, our management will perform an analysis of the alternatives available to it and will only enter
into an agreement with a third-party that has not executed a waiver if management believes that such third-party’s engagement would
be significantly more beneficial to us than any alternative.
Examples of possible instances where we may engage
a third-party that refuses to execute a waiver include the
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
in the Trust Account. If any third-party refuses to execute an agreement waiving such claims
to the monies held in the Trust Account, our management will perform an analysis of the alternatives available to it and will only enter
into an agreement with a third-party that has not executed a waiver if management believes that such third-party’s engagement would
be significantly more beneficial to us than any alternative.
Examples of possible instances where we may engage
a third-party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills
are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases
where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities
will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements
with us and will not seek recourse against the Trust Account for any reason.
30
Upon redemption of our public shares, if we have
not consummated an initial business combination within 12 months from the IPO Closing Date (extendable at our Sponsor’s option up
to 18 months), or upon the exercise of
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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:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
no guarantee that such entities
will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements
with us and will not seek recourse against the Trust Account for any reason.
30
Upon redemption of our public shares, if we have
not consummated an initial business combination within 12 months from the IPO Closing Date (extendable at our Sponsor’s option up
to 18 months), or upon the exercise of a redemption right in connection with our initial business combination, we will be required to
provide for payment of claims of creditors that were not waived that may be brought against us within the ten years following redemption.
Accordingly, due to claims of such creditors, the per-share redemption amount received by public shareholders could be less than the $10.15
per public share initially held in the Trust Account. Pursuant to the letter agreement the form of which is filed as an exhibit to our
Registration Statement on Form S-1 (File No. 333-261248) that was initially filed on November 19, 2021 (the “IPO Registration Statement”),
our Sponsor has agreed that it will be liable to us if and to the extent any claims by a
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
received by public shareholders could be less than the $10.15
per public share initially held in the Trust Account. Pursuant to the letter agreement the form of which is filed as an exhibit to our
Registration Statement on Form S-1 (File No. 333-261248) that was initially filed on November 19, 2021 (the “IPO Registration Statement”),
our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third-party (other than our independent registered
public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have discussed entering
into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.15 per public share and (ii) the
actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.15 per
public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our income
tax obligations, provided that such liability will not apply to any claims by a third-party or prospective target business that
executed a waiver of
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
.15 per public share and (ii) the
actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.15 per
public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our income
tax obligations, provided that such liability will not apply to any claims by a third-party or prospective target business that
executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under our indemnity of the
underwriters of our Initial Public Offering against certain liabilities, including liabilities under the Securities Act. Moreover, in
the event that an executed waiver is deemed to be unenforceable against a third-party, our Sponsor will not be responsible to the extent
of any liability for such third-party claims.
However, we have not asked our Sponsor to reserve
for such indemnification obligations, nor have we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity
obligations and we believe that our Sponsor’s only assets are securities of the company. Therefore, we cannot assure you that our
Sponsor would be able to satisfy those obligations.
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
be unenforceable against a third-party, our Sponsor will not be responsible to the extent
of any liability for such third-party claims.
However, we have not asked our Sponsor to reserve
for such indemnification obligations, nor have we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity
obligations and we believe that our Sponsor’s only assets are securities of the company. Therefore, we cannot assure you that our
Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account,
the funds available for our initial business combination and redemptions could be reduced to less than $10.15 per public share. In such
event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection
with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties including,
without limitation, claims by vendors and prospective target businesses.
Our directors may decide not to enforce the indemnification obligations
of our Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to our public shareholders.
In the event that the proceeds in the Trust Account
are
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
business combination, and you would receive such lesser amount per share in connection
with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties including,
without limitation, claims by vendors and prospective target businesses.
Our directors may decide not to enforce the indemnification obligations
of our Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to our public shareholders.
In the event that the proceeds in the Trust Account
are reduced below the lesser of (i) $10.15 per public share and (ii) the actual amount per public share held in the Trust Account
as of the date of the liquidation of the Trust Account if less than $10.15 per public share due to reductions in the value of the trust
assets, in each case net of the interest that may be withdrawn to pay our income tax obligations, and our Sponsor asserts that it is unable
to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would
determine whether to take legal action against our Sponsor to enforce its indemnification obligations. While we currently expect that
our independent directors would take legal action on our behalf against our Sponsor to enforce its indemn
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
reductions in the value of the trust
assets, in each case net of the interest that may be withdrawn to pay our income tax obligations, and our Sponsor asserts that it is unable
to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would
determine whether to take legal action against our Sponsor to enforce its indemnification obligations. While we currently expect that
our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to us,
it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not
to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligations, the amount
of funds in the Trust Account available for distribution to our public shareholders may be reduced below $10.15 per public share.
We may not have sufficient funds to satisfy indemnification claims
of our directors and executive officers.
We have agreed to indemnify our officers and directors
to the fullest extent permitted by law. However, our officers and directors have agreed to waive any right, title, interest or claim of
any kind in or to any monies in the Trust Account and to not seek recourse against the Trust
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
the Trust Account available for distribution to our public shareholders may be reduced below $10.15 per public share.
We may not have sufficient funds to satisfy indemnification claims
of our directors and executive officers.
We have agreed to indemnify our officers and directors
to the fullest extent permitted by law. However, our officers and directors have agreed to waive any right, title, interest or claim of
any kind in or to any monies in the Trust Account and to not seek recourse against the Trust Account for any reason whatsoever (except
to the extent they are entitled to funds from the Trust Account due to their ownership of public shares). Accordingly, any indemnification
provided will be able to be satisfied by us only if (i) we have sufficient funds outside of the Trust Account or (ii) we consummate
an initial business combination. Our obligation to indemnify our officers and directors may discourage shareholders from bringing a lawsuit
against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood
of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and
our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
Trust Account or (ii) we consummate
an initial business combination. Our obligation to indemnify our officers and directors may discourage shareholders from bringing a lawsuit
against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood
of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and
our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement
and damage awards against our officers and directors pursuant to these indemnification provisions.
31
If, after we distribute the proceeds in the Trust Account to
our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against
us that is not dismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and the members of our board of directors
may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us
to claims of punitive damages.
If, after we distribute the proceeds in the Trust
Account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
is filed against
us that is not dismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and the members of our board of directors
may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us
to claims of punitive damages.
If, after we distribute the proceeds in the Trust
Account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is
filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or
bankruptcy or insolvency laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a
bankruptcy or insolvency court could seek to recover some or all amounts received by our shareholders. In addition, our board of directors
may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us
to claims of punitive damages, by paying public shareholders from the Trust Account prior to addressing the claims of creditors.
If, before distributing the proceeds in the Trust Account to
our public shareholders, we file a bankruptcy or winding-up petition
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
ruptcy or insolvency court could seek to recover some or all amounts received by our shareholders. In addition, our board of directors
may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us
to claims of punitive damages, by paying public shareholders from the Trust Account prior to addressing the claims of creditors.
If, before distributing the proceeds in the Trust Account to
our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against
us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share
amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.
If, before distributing the proceeds in the Trust
Account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is
filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy or insolvency
law, and may be included in our bankruptcy or insolvency estate and subject to the claims of third parties with priority over the claims
of our shareholders. To the extent any bankruptcy or ins
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
reduced.
If, before distributing the proceeds in the Trust
Account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is
filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy or insolvency
law, and may be included in our bankruptcy or insolvency estate and subject to the claims of third parties with priority over the claims
of our shareholders. To the extent any bankruptcy or insolvency claims deplete the Trust Account, the per-share amount that would otherwise
be received by our shareholders in connection with our liquidation may be reduced.
If we are deemed to be an investment company under the Investment
Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it
difficult for us to complete our initial business combination.
If we are deemed to be an investment company under
the Investment Company Act, our activities may be restricted, including:
restrictions on the nature of our investments; and
restrictions on the issuance of securities,
each of which may make it difficult for us to complete our initial
business combination.
In addition, we may have imposed upon us burdensome
requirements, 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:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
requirements and our activities may be restricted, which may make it
difficult for us to complete our initial business combination.
If we are deemed to be an investment company under
the Investment Company Act, our activities may be restricted, including:
restrictions on the nature of our investments; and
restrictions on the issuance of securities,
each of which may make it difficult for us to complete our initial
business combination.
In addition, we may have imposed upon us burdensome
requirements, including:
registration as an investment company with the SEC;
adoption of a specific form of corporate structure; and
reporting, record keeping, voting, proxy and disclosure requirements
and other rules and regulations that we are currently not subject to.
In order not to be regulated as an investment company
under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other
than investing, reinvesting or trading of securities and that our activities do not include investing, reinvesting, owning, holding or
trading “investment securities” constituting more than 40% of our assets (exclusive of U.S. government securities and cash
items) on an unconsolidated basis. Our business will be to identify
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
company
under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other
than investing, reinvesting or trading of securities and that our activities do not include investing, reinvesting, owning, holding or
trading “investment securities” constituting more than 40% of our assets (exclusive of U.S. government securities and cash
items) on an unconsolidated basis. Our business will be to identify and complete a business combination and thereafter to operate the
post-transaction business or assets for the long term. We do not plan to buy businesses or assets with a view to resale or profit from
their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.
32
We do not believe that our anticipated principal
activities will subject us to the Investment Company Act. To this end, the proceeds held in the Trust Account may only be invested in
United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having
a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment
Company 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:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
a passive investor.
32
We do not believe that our anticipated principal
activities will subject us to the Investment Company Act. To this end, the proceeds held in the Trust Account may only be invested in
United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having
a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment
Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement, the trustee is not permitted
to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business
plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant
bank or private equity fund), we intend to avoid being deemed an “investment company” within the meaning of the Investment
Company Act. The Trust Account is intended as a holding place for funds pending the earliest to occur of either: (i) the completion
of our initial business combination; (ii) the redemption of any public shares properly tendered in connection with a shareholder
vote to
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
businesses for the long term (rather than on buying and selling businesses in the manner of a merchant
bank or private equity fund), we intend to avoid being deemed an “investment company” within the meaning of the Investment
Company Act. The Trust Account is intended as a holding place for funds pending the earliest to occur of either: (i) the completion
of our initial business combination; (ii) the redemption of any public shares properly tendered in connection with a shareholder
vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation
to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business
combination or to redeem 100% of our public shares if we do not complete our initial business combination within 12 months from the IPO
Closing Date (extendable at our Sponsor’s option up to 18 months) or (B) with respect to any other provision relating to the
rights of holders of our Class A ordinary shares; or (iii) absent our completing an initial business combination within 12 months
from the IPO Closing Date (extendable at our Sponsor’s option up to 18 months),
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
of our public shares if we do not complete our initial business combination within 12 months from the IPO
Closing Date (extendable at our Sponsor’s option up to 18 months) or (B) with respect to any other provision relating to the
rights of holders of our Class A ordinary shares; or (iii) absent our completing an initial business combination within 12 months
from the IPO Closing Date (extendable at our Sponsor’s option up to 18 months), our return of the funds held in the Trust Account
to our public shareholders as part of our redemption of the public shares. If we do not invest the proceeds as discussed above, we may
be deemed to be subject to the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with
these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability
to complete a business combination. If we have not consummated our initial business combination within the required time period, our public
shareholders may receive only approximately $10.15 per public share, or less in certain circumstances, on the liquidation of our Trust
Account and our warrants will expire worthless.
Changes in laws or regulations, or
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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:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
subject to the Investment Company Act, compliance with
these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability
to complete a business combination. If we have not consummated our initial business combination within the required time period, our public
shareholders may receive only approximately $10.15 per public share, or less in certain circumstances, on the liquidation of our Trust
Account and our warrants will expire worthless.
Changes in laws or regulations, or a failure to comply with any
laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination,
and results of operations.
We are subject to laws and regulations enacted by
national, regional and local governments. In particular, we are required to comply with certain SEC and other legal requirements. Compliance
with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their
interpretation and application may also change from time to time and those changes could have a material adverse effect on our business,
investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied,
could have a material adverse effect on our business, including 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:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
required to comply with certain SEC and other legal requirements. Compliance
with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their
interpretation and application may also change from time to time and those changes could have a material adverse effect on our business,
investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied,
could have a material adverse effect on our business, including our ability to negotiate and complete our initial business combination,
and results of operations.
If we have not consummated an initial business combination within
12 months from the IPO Closing Date (extendable at our Sponsor’s option up to 18 months, as described adjacent to “Description
of Securities — Our Amended and Restated Memorandum and Articles of Association”), our public shareholders may be forced to
wait beyond such period before redemption from our Trust Account.
If we have not consummated an initial business combination
within 12 months from the IPO Closing Date (extendable at our Sponsor’s option up to 18 months), the proceeds 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
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
of Securities — Our Amended and Restated Memorandum and Articles of Association”), our public shareholders may be forced to
wait beyond such period before redemption from our Trust Account.
If we have not consummated an initial business combination
within 12 months from the IPO Closing Date (extendable at our Sponsor’s option up to 18 months), the proceeds then on deposit in
the Trust Account, including interest and other income earned on the funds held in the Trust Account and not previously released to us
to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), will be used to fund the redemption of
our public shares, as further described herein. Any redemption of public shareholders from the Trust Account will be effected automatically
by function of our amended and restated memorandum and articles of association prior to any voluntary winding up. If we are required to
wind up, liquidate the Trust Account and distribute such amount therein, pro rata, to our public shareholders, as part of any liquidation
process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies Act. In that case,
investors may be forced to wait beyond 12 months from the IPO Closing Date (extend
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
by function of our amended and restated memorandum and articles of association prior to any voluntary winding up. If we are required to
wind up, liquidate the Trust Account and distribute such amount therein, pro rata, to our public shareholders, as part of any liquidation
process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies Act. In that case,
investors may be forced to wait beyond 12 months from the IPO Closing Date (extendable at our Sponsor’s option up to 18 months)
before the redemption proceeds of our Trust Account become available to them, and they receive the return of their pro rata portion of
the proceeds from our Trust Account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation
unless, prior thereto, we consummate our initial business combination or amend certain provisions of our amended and restated memorandum
and articles of association, and only then in cases where investors have sought to redeem their Class A ordinary shares. Only upon
our redemption or any liquidation will public shareholders be entitled to distributions if we do not complete our initial business combination
and do not amend certain provisions of our amended and restated memorandum and articles of association
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
the date of our redemption or liquidation
unless, prior thereto, we consummate our initial business combination or amend certain provisions of our amended and restated memorandum
and articles of association, and only then in cases where investors have sought to redeem their Class A ordinary shares. Only upon
our redemption or any liquidation will public shareholders be entitled to distributions if we do not complete our initial business combination
and do not amend certain provisions of our amended and restated memorandum and articles of association. Our amended and restated memorandum
and articles of association provide that, if we wind up for any other reason prior to the consummation of our initial business combination,
we will follow the foregoing procedures with respect to the liquidation of the Trust Account as promptly as reasonably possible but not
more than ten business days thereafter, subject to applicable Cayman Islands law.
33
Our shareholders may be held liable for claims by third parties
against us to the extent of distributions received by them upon redemption of their shares.
If we are forced to enter into an insolvent liquidation,
any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date
on which the distribution was made, we were unable to pay our debts as they fall
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
but not
more than ten business days thereafter, subject to applicable Cayman Islands law.
33
Our shareholders may be held liable for claims by third parties
against us to the extent of distributions received by them upon redemption of their shares.
If we are forced to enter into an insolvent liquidation,
any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date
on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result,
a liquidator could seek to recover some or all amounts received by our shareholders. Furthermore, our directors may be viewed as having
breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, thereby exposing themselves and our company
to claims, by paying public shareholders from the Trust Account prior to addressing the claims of creditors. We cannot assure you that
claims will not be brought against us for these reasons. We and our directors and officers who knowingly and willfully authorized or permitted
any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course
of business would be guilty of an offence and may 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:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
bad faith, thereby exposing themselves and our company
to claims, by paying public shareholders from the Trust Account prior to addressing the claims of creditors. We cannot assure you that
claims will not be brought against us for these reasons. We and our directors and officers who knowingly and willfully authorized or permitted
any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course
of business would be guilty of an offence and may be liable for a fine of $18,293 and imprisonment for five years in the Cayman Islands.
We may not hold an annual general meeting until after the consummation
of our initial business combination.
In accordance with the Nasdaq corporate governance
requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing
on the Nasdaq. There is no requirement under the Companies Act for us to hold annual or general meetings to appoint directors. Until we
hold an annual general meeting, public shareholders may not be afforded the opportunity to appoint directors and to discuss company affairs
with management. Our board of directors is divided into three classes with only one class of directors being appointed in each year and
each class (except for
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
to hold an annual general meeting until one year after our first fiscal year end following our listing
on the Nasdaq. There is no requirement under the Companies Act for us to hold annual or general meetings to appoint directors. Until we
hold an annual general meeting, public shareholders may not be afforded the opportunity to appoint directors and to discuss company affairs
with management. Our board of directors is divided into three classes with only one class of directors being appointed in each year and
each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term.
Holders of Class A ordinary shares will not be entitled
to vote on any appointment of directors we hold prior to our initial business combination.
Prior to our initial business combination, only
holders of our Founder Shares will have the right to vote on the appointment of directors. Holders of our public shares will not be entitled
to vote on the appointment of directors during such time. In addition, prior to our initial business combination, holders of a majority
of our Founder Shares may remove a member of the board of directors for any reason. Accordingly, you may not have any say in the management
of the company prior to the consummation of an initial business combination.
You will 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:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
of our Founder Shares will have the right to vote on the appointment of directors. Holders of our public shares will not be entitled
to vote on the appointment of directors during such time. In addition, prior to our initial business combination, holders of a majority
of our Founder Shares may remove a member of the board of directors for any reason. Accordingly, you may not have any say in the management
of the company prior to the consummation of an initial business combination.
You will not be permitted to exercise your warrants unless we
register and qualify the underlying Class A ordinary shares or certain exemptions are available.
Under the terms of the public warrant agreement,
we have agreed that, as soon as practicable, but in no event later than 20 business days after the closing of our initial business combination,
we will use our commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement for our
Initial Public Offering or a new registration statement covering the issuance of such shares, and we will use our commercially reasonable
efforts to cause the same to become effective within 60 business days after the closing of our initial business combination and to maintain
the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
closing of our initial business combination,
we will use our commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement for our
Initial Public Offering or a new registration statement covering the issuance of such shares, and we will use our commercially reasonable
efforts to cause the same to become effective within 60 business days after the closing of our initial business combination and to maintain
the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the public
warrants expire or are redeemed. Under the terms of the private warrant agreement, we have agreed that, as soon as practicable, but in
no event later than 20 business days after the closing of our initial business combination, we will use our commercially reasonable efforts
to file with the SEC a registration statement covering the issuance of such shares, and we will use our commercially reasonable efforts
to cause the same to become effective within 60 business days after the closing of our initial business combination and to maintain the
effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the private
warrants expire or are redeemed.
34
We cannot assure you that we will be able to do
so if, for example,
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
to file with the SEC a registration statement covering the issuance of such shares, and we will use our commercially reasonable efforts
to cause the same to become effective within 60 business days after the closing of our initial business combination and to maintain the
effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the private
warrants expire or are redeemed.
34
We cannot assure you that we will be able to do
so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the IPO Registration
Statement, the financial statements contained or incorporated by reference therein are not current, complete or correct or the SEC issues
a stop order. If the shares issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the
above requirements, we will be required to permit holders to exercise their warrants on a cashless basis, in which case, the number of
Class A ordinary shares that you will receive upon cashless exercise will be based on a formula. However, no warrant will be exercisable
for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless
the
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
warrants are not registered under the Securities Act in accordance with the
above requirements, we will be required to permit holders to exercise their warrants on a cashless basis, in which case, the number of
Class A ordinary shares that you will receive upon cashless exercise will be based on a formula. However, no warrant will be exercisable
for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless
the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder,
or an exemption from registration is available. Notwithstanding the above, if our Class A ordinary shares are at the time of any
exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security”
under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants
to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect,
we will not be required to file or maintain in effect a registration statement, but we will use 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:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
on a national securities exchange such that they satisfy the definition of a “covered security”
under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants
to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect,
we will not be required to file or maintain in effect a registration statement, but we will use our commercially reasonable efforts to
register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Exercising the warrants on
a cashless basis could have the effect of reducing the potential “upside” of the holder’s investment in our company
because the warrant holder will hold a smaller number of Class A ordinary shares upon a cashless exercise of the warrants they hold.
In no event will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants
in the event that we are unable to register or qualify the shares underlying the warrants under applicable state securities laws and no
exemption is available. If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
because the warrant holder will hold a smaller number of Class A ordinary shares upon a cashless exercise of the warrants they hold.
In no event will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants
in the event that we are unable to register or qualify the shares underlying the warrants under applicable state securities laws and no
exemption is available. If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration
or qualification, the holder of such warrant shall not be entitled to exercise such warrant and such warrant may have no value and expire
worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price
solely for the Class A ordinary shares included in the units. There may be a circumstance where an exemption from registration exists
for holders of our private placement warrants to exercise their warrants while a corresponding exemption does not exist for holders of
the public warrants included as part of units sold in our Initial Public Offering. In such an instance, holders of our private placement
warrants would be able to exercise their warrants and sell the ordinary shares underlying their warrants while holders of our public warrants
would
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
solely for the Class A ordinary shares included in the units. There may be a circumstance where an exemption from registration exists
for holders of our private placement warrants to exercise their warrants while a corresponding exemption does not exist for holders of
the public warrants included as part of units sold in our Initial Public Offering. In such an instance, holders of our private placement
warrants would be able to exercise their warrants and sell the ordinary shares underlying their warrants while holders of our public warrants
would not be able to exercise their warrants and sell the underlying ordinary shares. 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 Class A ordinary shares 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 their warrants.
The warrants may become exercisable and redeemable for a security
other than the Class A ordinary shares, and you will not have any information regarding such other security at this time.
In certain situations, including if we are not the
surviving entity in our initial business combination, the warrants may become exercisable for a security other than the 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:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
. As a result, we may redeem the warrants as set forth above even if the holders are otherwise
unable to exercise their warrants.
The warrants may become exercisable and redeemable for a security
other than the Class A ordinary shares, and you will not have any information regarding such other security at this time.
In certain situations, including if we are not the
surviving entity in our initial business combination, the warrants may become exercisable for a security other than the Class A ordinary
shares. As a result, if the surviving company redeems your warrants for securities pursuant to the warrant agreements, you may receive
a security in a company of which you do not have information at this time. Pursuant to the warrant agreements, the surviving company will
be required to use commercially reasonable efforts to register the issuance of the security underlying the warrants within 20 business
days of the closing of an initial business combination.
The grant of registration rights to our Sponsor and Nomura may
make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market
price of our Class A ordinary shares.
Pursuant to an agreement entered at the IPO Closing
Date, our Sponsor, Nomura and their permitted
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
be required to use commercially reasonable efforts to register the issuance of the security underlying the warrants within 20 business
days of the closing of an initial business combination.
The grant of registration rights to our Sponsor and Nomura may
make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market
price of our Class A ordinary shares.
Pursuant to an agreement entered at the IPO Closing
Date, our Sponsor, Nomura and their permitted transferees can demand that we register the resale of the Class A ordinary shares into
which Founder Shares are convertible, the warrants that may be issued upon conversion of working capital loans and the Class A ordinary
shares issuable upon conversion of such warrants, and holders of the private placement warrants can demand that we register the resale
of the Class A ordinary shares issuable upon exercise of the private placement warrants. We will bear the cost of registering these
securities. The registration and availability of such a significant number of securities for trading in the public market may have an
adverse effect on the market price of our Class A ordinary shares. In addition, the existence of the registration rights may make
our initial business combination more costly or difficult to conclude.
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
the private placement warrants can demand that we register the resale
of the Class A ordinary shares issuable upon exercise of the private placement warrants. We will bear the cost of registering these
securities. The registration and availability of such a significant number of securities for trading in the public market may have an
adverse effect on the market price of our Class A ordinary shares. In addition, the existence of the registration rights may make
our initial business combination more costly or difficult to conclude. This is because the shareholders of the target business may increase
the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price
of our securities that is expected when the securities owned by our Sponsor or its permitted transferees or holders of the private placement
warrants are registered for resale.
35
Because we are neither limited to evaluating a target business
in a particular industry sector nor have we selected any specific target businesses with which to pursue our initial business combination,
you will be unable to ascertain the merits or risks of any particular target business’s operations.
We may pursue business combination opportunities
in any sector, except that we will not, under our amended and restated memorandum and articles of association, be permitted to effect
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
or holders of the private placement
warrants are registered for resale.
35
Because we are neither limited to evaluating a target business
in a particular industry sector nor have we selected any specific target businesses with which to pursue our initial business combination,
you will be unable to ascertain the merits or risks of any particular target business’s operations.
We may pursue business combination opportunities
in any sector, except that we will not, under our amended and restated memorandum and articles of association, be permitted to effectuate
our initial business combination solely with another blank check company or similar company with nominal operations. Because we have not
yet selected or approached any specific target business with respect to a business combination, there is no basis to evaluate the possible
merits or risks of any particular target business’s operations, results of operations, cash flows, liquidity, financial condition
or prospects. To the extent we complete our initial business combination, we may be affected by numerous risks inherent in the business
operations with which we combine. For example, if we combine with a financially unstable business or an entity lacking an established
record of sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or a development
stage entity. Although our officers and directors
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
business’s operations, results of operations, cash flows, liquidity, financial condition
or prospects. To the extent we complete our initial business combination, we may be affected by numerous risks inherent in the business
operations with which we combine. For example, if we combine with a financially unstable business or an entity lacking an established
record of sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or a development
stage entity. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we cannot
assure you that we will properly ascertain or assess all of the significant risk factors or that we will 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. We also cannot assure you that an investment in our units will ultimately prove
to be more favorable to investors than a direct investment, if such opportunity were available, in a business combination target. Accordingly,
any holders who choose to retain their securities following the business combination could suffer a reduction in the value of their securities.
Such holders are unlikely to have a remedy for such reduction in 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:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
control and leave us with no ability to control or reduce the chances
that those risks will adversely impact a target business. We also cannot assure you that an investment in our units will ultimately prove
to be more favorable to investors than a direct investment, if such opportunity were available, in a business combination target. Accordingly,
any holders who choose to retain their securities following the business combination could suffer a reduction in the value of their securities.
Such holders are unlikely to have a remedy for such reduction in value.
We may seek acquisition opportunities in industries or sectors
which may or may not be outside of our management’s area of expertise.
We will consider a business combination outside
of our management’s area of expertise if a business combination target is presented to us and we determine that such candidate offers
an attractive acquisition opportunity for our company. Although our management will endeavor to evaluate the risks inherent in any particular
business combination target, we cannot assure you that we will adequately ascertain or assess all of the significant risk factors. We
also cannot assure you that an investment in our units will not ultimately prove to be less favorable to investors than a direct investment,
if an opportunity were available, in a business combination target. In the event we elect to pursue an acquisition outside of the areas
of
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
offers
an attractive acquisition opportunity for our company. Although our management will endeavor to evaluate the risks inherent in any particular
business combination target, we cannot assure you that we will adequately ascertain or assess all of the significant risk factors. We
also cannot assure you that an investment in our units will not ultimately prove to be less favorable to investors than a direct investment,
if an opportunity were available, in a business combination target. In the event we elect to pursue an acquisition outside of the areas
of our management’s expertise, our management’s expertise may not be directly applicable to its evaluation or operation, and
the information contained in this Annual Report regarding the areas of our management’s expertise would not be relevant to an understanding
of the business that we elect to acquire. As a result, our management may not be able to adequately ascertain or assess all of the significant
risk factors. Accordingly, any holders who choose to retain their securities following the business combination could suffer a reduction
in the value of their securities. Such holders are unlikely to have a remedy for such reduction in value.
Although we have identified general criteria and guidelines that
we believe are important in evaluating prospective target businesses, we may enter into our initial business combination with a target
that does not meet such criteria and
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
result, our management may not be able to adequately ascertain or assess all of the significant
risk factors. Accordingly, any holders who choose to retain their securities following the business combination could suffer a reduction
in the value of their securities. Such holders are unlikely to have a remedy for such reduction in value.
Although we have identified general criteria and guidelines that
we believe are important in evaluating prospective target businesses, we may enter into our initial business combination with a target
that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination
may not have attributes entirely consistent with our general criteria and guidelines.
Although we have identified general criteria and
guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter into our initial business
combination will not have all of these positive attributes. If we complete our initial business combination with a target that does not
meet some or all of these guidelines, such combination may not be as successful as a combination with a business that does meet all of
our general criteria and guidelines. In addition, if we announce a prospective business combination with a target that does not meet our
general criteria and guidelines, a greater number of shareholders may exercise their 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:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
with which we enter into our initial business
combination will not have all of these positive attributes. If we complete our initial business combination with a target that does not
meet some or all of these guidelines, such combination may not be as successful as a combination with a business that does meet all of
our general criteria and guidelines. In addition, if we announce a prospective business combination with a target that does not meet our
general criteria and guidelines, a greater number of shareholders may exercise their redemption rights, which may make it difficult for
us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain amount of cash. In addition,
if shareholder approval of the transaction is required by applicable law or stock exchange listing requirements, or we decide to obtain
shareholder approval for business or other reasons, it may be more difficult for us to attain shareholder approval of our initial business
combination if the target business does not meet our general criteria and guidelines. 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.
36
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
decide to obtain
shareholder approval for business or other reasons, it may be more difficult for us to attain shareholder approval of our initial business
combination if the target business does not meet our general criteria and guidelines. 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.
36
We are not required to obtain an opinion from an independent
accounting or investment banking firm, and consequently, you may have no assurance from an independent source that the price we are paying
for the business is fair to our shareholders from a financial point of view.
Unless we complete our initial business combination
with an affiliated entity, we are not required to obtain an opinion from an independent investment banking firm or another independent
entity that commonly renders valuation opinions that the price we are paying is fair to our shareholders from a financial point of view.
If no opinion is obtained, our shareholders will be relying on the judgment of our board of directors, who will determine fair market
value based on standards generally accepted by the financial community. Such standards used will be disclosed in our proxy solic
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
complete our initial business combination
with an affiliated entity, we are not required to obtain an opinion from an independent investment banking firm or another independent
entity that commonly renders valuation opinions that the price we are paying is fair to our shareholders from a financial point of view.
If no opinion is obtained, our shareholders will be relying on the judgment of our board of directors, who will determine fair market
value based on standards generally accepted by the financial community. Such standards used will be disclosed in our proxy solicitation
or tender offer materials, as applicable, related to our initial business combination.
We may issue additional Class A ordinary shares or preference
shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination.
We may also issue Class A ordinary shares upon the conversion of the Founder Shares at a ratio greater than one-to-one at the time
of our initial business combination as a result of the anti-dilution provisions contained in our amended and restated memorandum and articles
of association. Any such issuances would dilute the interest of our shareholders and likely present other risks.
Our amended and restated memorandum and articles
of association will authorize the issuance of up to 500,000,000 Class A ordinary shares, par
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
A ordinary shares upon the conversion of the Founder Shares at a ratio greater than one-to-one at the time
of our initial business combination as a result of the anti-dilution provisions contained in our amended and restated memorandum and articles
of association. Any such issuances would dilute the interest of our shareholders and likely present other risks.
Our amended and restated memorandum and articles
of association will authorize the issuance of up to 500,000,000 Class A ordinary shares, par value $0.0001 per share, 50,000,000
Founder Shares, par value $0.0001 per share, and 5,000,000 preference shares, par value $0.0001 per share. There currently are 474,700,000
and 43,675,000 authorized but unissued Class A ordinary shares and Founder Shares, respectively, available for issuance which amount
does not take into account shares reserved for issuance upon exercise of outstanding warrants or shares issuable upon conversion of the
Founder Shares, if any. The Founder Shares will automatically convert into Class A ordinary shares (which such Class A ordinary
shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the Trust
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
,000
and 43,675,000 authorized but unissued Class A ordinary shares and Founder Shares, respectively, available for issuance which amount
does not take into account shares reserved for issuance upon exercise of outstanding warrants or shares issuable upon conversion of the
Founder Shares, if any. The Founder Shares will automatically convert into Class A ordinary shares (which such Class A ordinary
shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the Trust Account
if we fail to consummate an initial business combination) at the time of our initial business combination or earlier at the option of
the holders thereof as described herein and in our amended and restated memorandum and articles of association. There are currently no
preference shares issued and outstanding.
We may issue a substantial number of additional
Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after
completion of our initial business combination. We may also issue Class A ordinary shares in connection with our redeeming the warrants
or upon conversion of the Founder Shares at a ratio greater than one-to-one at the time of our initial business combination as a result
of the anti-dilution provisions as set forth herein. However,
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
and outstanding.
We may issue a substantial number of additional
Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after
completion of our initial business combination. We may also issue Class A ordinary shares in connection with our redeeming the warrants
or upon conversion of the Founder Shares at a ratio greater than one-to-one at the time of our initial business combination as a result
of the anti-dilution provisions as set forth herein. However, our amended and restated memorandum and articles of association provide,
among other things, that prior to or in connection with our initial business combination, we may not issue additional shares that would
entitle the holders thereof to (i) receive funds from the Trust Account or (ii) vote on any initial business combination or
on any other proposal presented to shareholders prior to or in connection with the completion of an initial business combination. These
provisions of our amended and restated memorandum and articles of association, like all provisions of our amended and restated memorandum
and articles of association, may be amended with a shareholder vote. The issuance of additional ordinary or preference shares:
may significantly dilute the equity interest of investors,
which dilution would increase if the anti-dil
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
) vote on any initial business combination or
on any other proposal presented to shareholders prior to or in connection with the completion of an initial business combination. These
provisions of our amended and restated memorandum and articles of association, like all provisions of our amended and restated memorandum
and articles of association, may be amended with a shareholder vote. The issuance of additional ordinary or preference shares:
may significantly dilute the equity interest of investors,
which dilution would increase if the anti-dilution provisions in the Founder Shares resulted in the issuance of Class A ordinary
shares on a greater than one-to-one basis upon conversion of the Founder 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
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;
37
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;
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
our Class A ordinary shares;
could cause a change in control if a substantial number of
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;
37
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.
Unlike some other similarly structured blank check companies,
our Sponsor will receive additional Class A ordinary shares if we issue shares to consummate an initial business combination.
The Founder Shares will automatically convert into
Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have any redemption rights or
be entitled to liquidating distributions from the Trust Account if we fail to consummate an initial business combination) at the time
of our initial business combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary
shares issuable upon conversion
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
we issue shares to consummate an initial business combination.
The Founder Shares will automatically convert into
Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have any redemption rights or
be entitled to liquidating distributions from the Trust Account if we fail to consummate an initial business combination) at the time
of our initial business combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary
shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the
total number of ordinary shares issued and outstanding upon completion of our Initial Public Offering, plus (ii) the total number
of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights
issued or deemed issued, by the company in connection with or in relation to the consummation of the initial business combination, excluding
any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued,
deemed issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued 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:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights
issued or deemed issued, by the company in connection with or in relation to the consummation of the initial business combination, excluding
any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued,
deemed issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our Sponsor,
any of its affiliates or any members of our management team upon conversion of working capital loans. In no event will the Founder Shares
convert into Class A ordinary shares at a rate of less than one-to-one. This is different than some other similarly structured blank
check companies in which the initial shareholders will only be issued an aggregate of 20% of the total number of shares to be outstanding
prior to the initial business combination.
Resources could be wasted in researching acquisitions that are
not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. 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
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
companies in which the initial shareholders will only be issued an aggregate of 20% of the total number of shares to be outstanding
prior to the initial business combination.
Resources could be wasted in researching acquisitions that are
not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we
have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately
$10.15 per public share, or less in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless.
We anticipate that the investigation of each specific
target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require
substantial management time and attention and substantial costs for accountants, attorneys and others. If we decide not to complete a
specific initial business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable.
Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial business combination
for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs incurred
which could materially adversely affect subsequent attempts to locate
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
costs for accountants, attorneys and others. If we decide not to complete a
specific initial business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable.
Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial business combination
for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs incurred
which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we have not consummated
our initial business combination within the required time period, our public shareholders may receive only approximately $10.15 per public
share, or less in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless.
We may be a passive foreign investment company, or “PFIC,”
which could result in adverse U.S. federal income tax consequences to U.S. investors.
If we are a PFIC for any taxable year (or portion
thereof) that is included in the holding period of a U.S. Holder (as defined below) of our Class A ordinary shares or warrants, the
U.S. Holder may be subject to adverse U.S. federal
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
and our warrants will expire worthless.
We may be a passive foreign investment company, or “PFIC,”
which could result in adverse U.S. federal income tax consequences to U.S. investors.
If we are a PFIC for any taxable year (or portion
thereof) that is included in the holding period of a U.S. Holder (as defined below) of our Class A ordinary shares or warrants, the
U.S. Holder may be subject to adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. Our
PFIC status for our current and subsequent taxable years may depend on whether we qualify for the PFIC start-up exception. Depending on
the particular circumstances, the application of the start-up exception may be subject to uncertainty, and there cannot be any assurance
that we will qualify for the start-up exception. Accordingly, there can be no assurances with respect to our status as a PFIC for our
current taxable year or any subsequent taxable year. Our actual PFIC status for any taxable year, however, will not be determinable until
after the end of such taxable year (and, in the case of the start-up exception, potentially not until after the two taxable years following
our current taxable year).
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
uncertainty, and there cannot be any assurance
that we will qualify for the start-up exception. Accordingly, there can be no assurances with respect to our status as a PFIC for our
current taxable year or any subsequent taxable year. Our actual PFIC status for any taxable year, however, will not be determinable until
after the end of such taxable year (and, in the case of the start-up exception, potentially not until after the two taxable years following
our current taxable year). Moreover, if we determine we are a PFIC for any taxable year, upon written request by a U.S. Holder, we will
endeavor to provide to a U.S. Holder such information as the Internal Revenue Service (“IRS”) may require, including a PFIC
Annual Information Statement, in order to enable the U.S. Holder to make and maintain a “qualified electing fund” election,
but there can be no assurance that we will timely provide such required information, and such election would be unavailable with respect
to our warrants in all cases. We urge U.S. investors to consult their tax advisors regarding the possible application of the PFIC rules.
38
As used herein, the term “U.S. Holder”
means a beneficial owner of units, Class
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
Annual Information Statement, in order to enable the U.S. Holder to make and maintain a “qualified electing fund” election,
but there can be no assurance that we will timely provide such required information, and such election would be unavailable with respect
to our warrants in all cases. We urge U.S. investors to consult their tax advisors regarding the possible application of the PFIC rules.
38
As used herein, the term “U.S. Holder”
means a beneficial owner of units, Class A ordinary shares or warrants that is for U.S. federal income tax purposes:
an individual citizen or resident of the United States;
a corporation (or other entity treated as a corporation for
U.S. federal income tax purposes) that is created or organized (or treated as created or organized) in or under the laws of the United
States, any state thereof or the District of Columbia;
an estate the income of which is subject to U.S. federal
income taxation regardless of its source; or
a trust if (A) a court within the United States is able to
exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial
decisions of the trust, or (B) it has in
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
or organized) in or under the laws of the United
States, any state thereof or the District of Columbia;
an estate the income of which is subject to U.S. federal
income taxation regardless of its source; or
a trust if (A) a court within the United States is able to
exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial
decisions of the trust, or (B) it has in effect under applicable U.S. Treasury regulations a valid election to be treated as a U.S. person.
We may reincorporate in another jurisdiction in connection with
our initial business combination and such reincorporation may result in taxes imposed on shareholders or warrant holders.
We may, in connection with our initial business
combination and subject to requisite shareholder approval under the Companies Act, reincorporate in the jurisdiction in which the target
company or business is located or in another jurisdiction. The transaction may require a shareholder or warrant holder to recognize taxable
income, or otherwise subject it to adverse tax consequences, in the jurisdiction in which the shareholder or warrant holder is a tax resident
or in which its members are resident if it is a tax transparent entity. We do not intend to make
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
in connection with our initial business
combination and subject to requisite shareholder approval under the Companies Act, reincorporate in the jurisdiction in which the target
company or business is located or in another jurisdiction. The transaction may require a shareholder or warrant holder to recognize taxable
income, or otherwise subject it to adverse tax consequences, in the jurisdiction in which the shareholder or warrant holder is a tax resident
or in which its members are resident if it is a tax transparent entity. We do not intend to make any cash distributions to shareholders
or warrant holders to pay such taxes. Shareholders or warrant holders may be subject to withholding taxes or other taxes, or other adverse
tax consequences, with respect to their ownership of our Class A ordinary shares or warrants after the reincorporation.
After our initial business combination, it is possible that a
majority of our directors and officers will live outside the United States and all of our assets will be located outside the United States;
therefore investors may not be able to enforce federal securities laws or their other legal rights.
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
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
our initial business combination, it is possible that a
majority of our directors and officers will live outside the United States and all of our assets will be located outside the United States;
therefore investors may not be able to enforce federal securities laws or their other legal rights.
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 dependent upon our executive officers and directors and
their loss could adversely affect our ability to operate.
Our operations are dependent upon a relatively small
group of individuals and, in particular, our executive officers and directors. We believe that our success depends on the continued service
of our officers and directors, at least until we have completed our initial business combination. In addition, our executive officers
and directors are not required to commit any
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
criminal penalties on our directors and officers under United States laws.
We are dependent upon our executive officers and directors and
their loss could adversely affect our ability to operate.
Our operations are dependent upon a relatively small
group of individuals and, in particular, our executive officers and directors. We believe that our success depends on the continued service
of our officers and directors, at least until we have completed our initial business combination. In addition, our executive officers
and directors are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest
in allocating their time among various business activities, including identifying potential business combinations and monitoring the related
due diligence. We do not have an employment agreement with, or key-man insurance on the life of, any of our directors or executive officers.
The unexpected loss of the services of one or more
of our directors or executive officers could have a detrimental effect on us.
39
Our ability to successfully effect our initial business combination
and to be successful thereafter will be totally dependent upon the efforts of our key personnel, some of whom may join us following our
initial business combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination
business.
Our ability to
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
, any of our directors or executive officers.
The unexpected loss of the services of one or more
of our directors or executive officers could have a detrimental effect on us.
39
Our ability to successfully effect our initial business combination
and to be successful thereafter will be totally dependent upon the efforts of our key personnel, some of whom may join us following our
initial business combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination
business.
Our ability to successfully effect our initial business
combination is dependent upon the efforts of our key personnel. The role of our key personnel in the target business, however, cannot
presently be ascertained. Although some of our key personnel may remain with the target business in senior management, director or advisory
positions following our initial business combination, it is likely that some or all of the management of the target business will remain
in place. While we intend to closely scrutinize any individuals we engage after our initial business combination, we cannot assure you
that our assessment of these individuals will prove to be correct and such management may not possess the skills, qualifications or abilities
necessary to manage a public company. These individuals may be unfamiliar with the requirements of operating a company regulated by the
SEC
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
or advisory
positions following our initial business combination, it is likely that some or all of the management of the target business will remain
in place. While we intend to closely scrutinize any individuals we engage after our initial business combination, we cannot assure you
that our assessment of these individuals will prove to be correct and such management may not possess the skills, qualifications or abilities
necessary to manage a public company. These individuals may be unfamiliar with the requirements of operating a company regulated by the
SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements.
Our key personnel may negotiate employment or consulting agreements
with a target business in connection with a particular business combination, and a particular business combination may be conditioned
on the retention or resignation of such key personnel. These agreements may provide for them to receive compensation following our initial
business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination
is the most advantageous.
Our key personnel may remain with our company after
the completion of our initial business combination only if they are able to negotiate employment or consulting agreements in connection
with the business combination. Such negotiations would take place simultaneously with the negotiation of the business combination and
could provide for
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
of such key personnel. These agreements may provide for them to receive compensation following our initial
business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination
is the most advantageous.
Our key personnel may remain with our company after
the completion of our initial business combination only if they are able to negotiate employment or consulting agreements in connection
with the business combination. Such negotiations would take place simultaneously with the negotiation of the business combination and
could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would
render to us after the completion of the business combination. Such negotiations also could make such key personnel’s retention
or resignation a condition to any such agreement. The personal and financial interests of such individuals may influence their motivation
in identifying and selecting a target business. In addition, pursuant to an agreement entered into at the IPO Closing Date, our Sponsor,
upon and following consummation of an initial business combination, will be entitled to nominate three individuals for appointment to
our board of directors, as long as the Sponsor holds any securities covered by the registration and shareholder rights agreement.
We may have a limited ability to assess the management of a prospective
target business and, as a result
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
of such individuals may influence their motivation
in identifying and selecting a target business. In addition, pursuant to an agreement entered into at the IPO Closing Date, our Sponsor,
upon and following consummation of an initial business combination, will be entitled to nominate three individuals for appointment to
our board of directors, as long as the Sponsor holds any securities covered by the registration and shareholder rights agreement.
We may have a limited ability to assess the management of a prospective
target business and, as a result, may affect our initial business combination with a target business whose management may not have the
skills, qualifications or abilities to manage a public company.
When evaluating the desirability of effecting our
initial business combination with a prospective target business, our ability to assess the target business’s management may be limited
due to a lack of time, resources or information. Our assessment of the capabilities of the target business’s management, therefore,
may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should the target business’s
management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability
of the post-combination business may be negatively impacted. Accordingly, any holders who choose to retain their securities following
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
’s management may be limited
due to a lack of time, resources or information. Our assessment of the capabilities of the target business’s management, therefore,
may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should the target business’s
management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability
of the post-combination business may be negatively impacted. Accordingly, any holders who choose to retain their securities following
the business combination could suffer a reduction in the value of their securities. Such holders are unlikely to have a remedy for such
reduction in value.
The officers and directors of an acquisition candidate may resign
upon completion of our initial business combination. The loss of a business combination target’s key personnel could negatively
impact the operations and profitability of our post-combination business.
The role of an acquisition candidate’s key
personnel upon the completion of our initial business combination cannot be ascertained at this time. Although we contemplate that certain
members of an acquisition candidate’s management team will remain associated with the acquisition candidate following our initial
business combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place.
40
Our executive
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
target’s key personnel could negatively
impact the operations and profitability of our post-combination business.
The role of an acquisition candidate’s key
personnel upon the completion of our initial business combination cannot be ascertained at this time. Although we contemplate that certain
members of an acquisition candidate’s management team will remain associated with the acquisition candidate following our initial
business combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place.
40
Our executive officers and directors will allocate their time
to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict
of interest could have a negative impact on our ability to complete our initial business combination.
Our executive officers and directors are not required
to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our
operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior
to the completion of our initial business combination. Each of our executive officers is engaged in several other business endeavors for
which he may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
not required
to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our
operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior
to the completion of our initial business combination. Each of our executive officers is engaged in several other business endeavors for
which he may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number of
hours per week to our affairs. Our independent directors also serve as officers and board members for other entities. If our executive
officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess
of their current commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact on our
ability to complete our initial business combination. For a complete discussion of our executive officers’ and directors’
other business affairs, please see “Item 10. Directors, Officers and Corporate Governance.”
Our officers and directors presently have, and any of them in
the future may have, additional, fiduciary or contractual obligations to other entities, including another blank check company, and,
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
, it could limit their ability to devote time to our affairs which may have a negative impact on our
ability to complete our initial business combination. For a complete discussion of our executive officers’ and directors’
other business affairs, please see “Item 10. Directors, Officers and Corporate Governance.”
Our officers and directors presently have, and any of them in
the future may have, additional, fiduciary or contractual obligations to other entities, including another blank check company, and, accordingly,
may have conflicts of interest in determining to which entity a particular business opportunity should be presented.
Until we consummate our initial business combination,
we intend to engage in the business of identifying and combining with one or more businesses or entities. Each of our officers and directors
presently has, and any of them in the future may have, additional fiduciary or contractual obligations to other entities pursuant to which
such officer or director is or will be required to present a business combination opportunity to such entity, subject to his or her fiduciary
duties under Cayman Islands law. Accordingly, they may have conflicts of interest in determining to which entity a particular business
opportunity should be presented. These conflicts may not be resolved in our favor and a potential target
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
ly has, and any of them in the future may have, additional fiduciary or contractual obligations to other entities pursuant to which
such officer or director is or will be required to present a business combination opportunity to such entity, subject to his or her fiduciary
duties under Cayman Islands law. Accordingly, they may have conflicts of interest in determining to which entity a particular business
opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to
another entity prior to its presentation to us, subject to their fiduciary duties under Cayman Islands law.
In addition, our Sponsor, officers and directors
may in the future become affiliated with other blank check companies that may have acquisition objectives that are similar to ours during
the period in which we are seeking an initial business combination. Accordingly, they may have conflicts of interest in determining to
which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential target
business may be presented to such other blank check companies prior to its presentation to us, subject to our officers’ and directors’
fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association provide
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
similar to ours during
the period in which we are seeking an initial business combination. Accordingly, they may have conflicts of interest in determining to
which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential target
business may be presented to such other blank check companies prior to its presentation to us, subject to our officers’ and directors’
fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association provide that, to the fullest
extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent
expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of
business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential
transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other.
For a complete discussion of our executive officers’
and directors’ business affiliations and the potential conflicts of interest that you should be aware of, please see “Item
10. Directors, Officers and
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
lines of
business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential
transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other.
For a complete discussion of our executive officers’
and directors’ business affiliations and the potential conflicts of interest that you should be aware of, please see “Item
10. Directors, Officers and Corporate Governance,” “Item 10. Directors, Officers and Corporate Governance – Conflicts
of Interest” and “Item 13. Certain Relationships and Related Transactions, and Director Independence.”
Our executive officers, directors, security holders and their
respective affiliates may have competitive pecuniary interests that conflict with our interests.
We have not adopted a policy that expressly prohibits
our directors, executive officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in
any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. In fact, we may
enter into a business combination with a target business that is affiliated with our Sponsor, our directors or executive officers, although
we do 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:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
ary interests that conflict with our interests.
We have not adopted a policy that expressly prohibits
our directors, executive officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in
any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. In fact, we may
enter into a business combination with a target business that is affiliated with our Sponsor, our directors or executive officers, although
we do not intend to do so. We also do not have a policy that expressly prohibits any such persons from engaging for their own account
in business activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests
and ours.
41
The personal and financial interests of our directors
and officers may influence their motivation in timely identifying and selecting a target business and completing a business combination.
Consequently, our directors’ and officers’ discretion in identifying and selecting a suitable target business may result in
a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate
and in our shareholders’ best interest. If this were the case, it would be a breach of their fiduciary duties to us as a matter
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
and financial interests of our directors
and officers may influence their motivation in timely identifying and selecting a target business and completing a business combination.
Consequently, our directors’ and officers’ discretion in identifying and selecting a suitable target business may result in
a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate
and in our shareholders’ best interest. If this were the case, it would be a breach of their fiduciary duties to us as a matter
of Cayman Islands law and we or our shareholders might have a claim against such individuals for infringing on our shareholders’
rights. However, we might not ultimately be successful in any claim we may make against them for such reason.
We may engage in a business combination with one or more target
businesses that have relationships with entities that may be affiliated with our Sponsor, executive officers, directors, initial shareholders
or other affiliates which may raise potential conflicts of interest.
In light of the involvement of our Sponsor, executive
officers and directors with other entities, we may decide to acquire one or more businesses affiliated with our Sponsor, executive officers,
directors, initial shareholders or other affiliates. Our directors also serve as officers and board members for other entities, including,
without
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
one or more target
businesses that have relationships with entities that may be affiliated with our Sponsor, executive officers, directors, initial shareholders
or other affiliates which may raise potential conflicts of interest.
In light of the involvement of our Sponsor, executive
officers and directors with other entities, we may decide to acquire one or more businesses affiliated with our Sponsor, executive officers,
directors, initial shareholders or other affiliates. Our directors also serve as officers and board members for other entities, including,
without limitation, those described under “Management — Conflicts of Interest.” Our Sponsor, officers and directors
may Sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business
combination. Such entities may compete with us for business combination opportunities. Our Sponsor, officers and directors are not currently
aware of any specific opportunities for us to complete our initial business combination with any entities with which they are affiliated,
and there have been no substantive discussions concerning a business combination with any such entity or entities. Although we will not
be specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined
that such affiliated entity met our criteria and guidelines for a business combination as set forth
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
business combination opportunities. Our Sponsor, officers and directors are not currently
aware of any specific opportunities for us to complete our initial business combination with any entities with which they are affiliated,
and there have been no substantive discussions concerning a business combination with any such entity or entities. Although we will not
be specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined
that such affiliated entity met our criteria and guidelines for a business combination as set forth in “Proposed Business —
Effecting Our Initial Business Combination — Evaluation of a Target Business and Structuring of Our Initial Business Combination”
and such transaction was approved by a majority of our independent and disinterested directors. Despite our agreement to obtain an opinion
from an independent investment banking firm or another independent entity that commonly renders valuation opinions regarding the fairness
to our company from a financial point of view of a business combination with one or more domestic or international businesses affiliated
with our Sponsor, executive officers, directors, initial shareholders or other affiliates, potential conflicts of interest still may exist
and, as a result, the terms of the business combination may not be as advantageous to our public shareholders as they would be absent
any conflicts of interest.
Since our Sponsor, executive
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
independent investment banking firm or another independent entity that commonly renders valuation opinions regarding the fairness
to our company from a financial point of view of a business combination with one or more domestic or international businesses affiliated
with our Sponsor, executive officers, directors, initial shareholders or other affiliates, potential conflicts of interest still may exist
and, as a result, the terms of the business combination may not be as advantageous to our public shareholders as they would be absent
any conflicts of interest.
Since our Sponsor, executive officers, directors and other affiliates
will lose their entire investment in us if our initial business combination is not completed (other than with respect to public shares
they may acquire), a conflict of interest may arise in determining whether a particular business combination target is appropriate for
our initial business combination.
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, par value $0.0001. 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,
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
combination.
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, par value $0.0001. 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 effected a share capitalization 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 holding 474,375 Founder Shares. Prior to the initial investment
in the company of $25,000 by the Sponsor, the company had no assets, tangible or intangible. The per share price of the Founder Shares
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
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 holding 474,375 Founder Shares. Prior to the initial investment
in the company of $25,000 by the Sponsor, the company had no assets, tangible or intangible. The per share price of the Founder Shares
was determined by dividing the amount contributed to the company by the number of Founder Shares issued. Our Sponsor owns 20% of our issued
and outstanding shares. The Founder Shares will be worthless if we do not complete an initial business combination. In addition, our Sponsor
has purchased 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, at a price of $1.00 per warrant, resulting in total proceeds to us of $8,875,000, in a private placement
that closed simultaneously with the IPO Closing Date. If we do not consummate an initial business combination within 12 months from the
IPO Closing Date, the private
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
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, at a price of $1.00 per warrant, resulting in total proceeds to us of $8,875,000, in a private placement
that closed simultaneously with the IPO Closing Date. If we do not consummate an initial business combination within 12 months from the
IPO Closing Date, the private placement warrants will expire worthless. While we do not expect our board of directors to approve any amendment
to or waiver of the letter agreement or registration and shareholder rights agreement prior to our initial business combination, it may
be possible that our board of directors, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one
or more amendments to or waivers of such agreements in connection with the consummation of our initial business combination. Any such
amendments or waivers would not require approval from our shareholders, may result in the completion of our initial business combination
that may not otherwise have been possible, and may have an adverse effect on the value of an investment in our securities. The personal
and financial interests of our executive officers and directors may
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
and subject to its fiduciary duties, chooses to approve one
or more amendments to or waivers of such agreements in connection with the consummation of our initial business combination. Any such
amendments or waivers would not require approval from our shareholders, may result in the completion of our initial business combination
that may not otherwise have been possible, and may have an adverse effect on the value of an investment in our securities. The personal
and financial interests of our executive officers and directors may influence their motivation in identifying and selecting a target business
combination, completing an initial business combination and influencing the operation of the business following the initial business combination.
This risk may become more acute as the 12 month anniversary of the IPO Closing Date nears, which is the deadline for our consummation
of an initial business combination.
42
We may issue notes or other debt securities, or otherwise incur
substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively
impact the value of our shareholders’ investment in us.
Although we have no commitments as of the date of
this Annual Report to issue any notes or other debt securities, or to otherwise incur outstanding debt, we may choose to incur substantial
debt to
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
our consummation
of an initial business combination.
42
We may issue notes or other debt securities, or otherwise incur
substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively
impact the value of our shareholders’ investment in us.
Although we have no commitments as of the date of
this Annual Report to issue any notes or other debt securities, or to otherwise incur outstanding debt, we may choose to incur substantial
debt to complete our initial business combination. We and our officers have agreed that we will not incur any indebtedness unless we have
obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in the Trust Account. As
such, no issuance of debt will affect the per-share amount available for redemption from the Trust Account. Nevertheless, the incurrence
of debt could have a variety of negative effects, including:
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
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
As
such, no issuance of debt will affect the per-share amount available for redemption from the Trust Account. Nevertheless, the incurrence
of debt could have a variety of negative effects, including:
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
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
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 expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages
compared to our competitors who have less debt.
We may only be able to complete one business combination with
the proceeds of our Initial Public Offering and the sale of the private placement warrants, which will cause us to be solely dependent
on a single business which may have a limited number of products or services. This lack of diversification may negatively impact our operations
and profitability.
The net proceeds from our Initial Public Offering
and the sale of the private placement warrants provided us with up to $253,000,000 that we may
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
less debt.
We may only be able to complete one business combination with
the proceeds of our Initial Public Offering and the sale of the private placement warrants, which will cause us to be solely dependent
on a single business which may have a limited number of products or services. This lack of diversification may negatively impact our operations
and profitability.
The net proceeds from our Initial Public Offering
and the sale of the private placement warrants provided us with up to $253,000,000 that we may use to complete our initial business combination
(after taking into account the $13,915,000 of deferred underwriting commissions being held in the Trust Account and the non-reimbursed
expenses of our Initial Public Offering).
43
We may effectuate our initial business combination
with a single-target business or multiple-target businesses simultaneously or within a short period of time. However, we may not be able
to effectuate our initial business combination with more than one target business because of various factors, including the existence
of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present operating
results and the financial condition of several target businesses as if they had been operated on a combined basis. By completing our initial
business combination with only a
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
a single-target business or multiple-target businesses simultaneously or within a short period of time. However, we may not be able
to effectuate our initial business combination with more than one target business because of various factors, including the existence
of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present operating
results and the financial condition of several target businesses as if they had been operated on a combined basis. By completing our initial
business combination with only a single entity, our lack of diversification may subject us to numerous economic, competitive and regulatory
developments. Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting
of losses, unlike other entities which may have the resources to complete several business combinations in different industries or different
areas of a single industry. Accordingly, the prospects for our success may be:
solely dependent upon the performance of a single business,
property or asset; or
dependent upon the development or market acceptance of a
single or limited number of products, processes or services.
This lack of diversification may subject us to numerous
economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry in
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
resources to complete several business combinations in different industries or different
areas of a single industry. Accordingly, the prospects for our success may be:
solely dependent upon the performance of a single business,
property or asset; or
dependent upon the development or market acceptance of a
single or limited number of products, processes or services.
This lack of diversification may subject us to numerous
economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry in
which we may operate subsequent to our initial business combination.
We may attempt to simultaneously complete business combinations
with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased
costs and risks that could negatively impact our operations and profitability.
If we determine to simultaneously acquire several
businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent
on the simultaneous closings of the other business combinations, which may make it more difficult for us, and delay our ability, to complete
our initial business combination. With multiple business combinations, we could also face additional risks, including additional burdens
and costs with respect to possible multiple negotiations and due diligence (if there are
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
If we determine to simultaneously acquire several
businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent
on the simultaneous closings of the other business combinations, which may make it more difficult for us, and delay our ability, to complete
our initial business combination. With multiple business combinations, we could also face additional risks, including additional burdens
and costs with respect to possible multiple negotiations and due diligence (if there are multiple sellers) and the additional risks associated
with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business.
If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations.
We may attempt to 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
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
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:GGAAW
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:GGAAW
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:GGAAW
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:GGAAW
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:GGAAW
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:GGAAW
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:GGAAW
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:GGAAW
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
|
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