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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:
. Lallia, will
expire at our first annual general meeting. The term of office of the second class of directors, consisting of Mr. Baker and Mr. Prelz-Oltramonti,
will expire at our second annual general meeting. The term of office of the third class of directors, consisting of Mr. Perez and Mr.
Lahyani, will expire at our third annual general meeting.
Prior
to the completion of an initial business combination, any vacancy on the board of directors may be filled by a nominee chosen by holders
of a majority of our Founder Shares. In addition, prior to the completion of an initial business combination, holders of a majority of
our Founder Shares may remove a member of the board of directors for any reason.
65
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 election to our board of directors, as long as the Sponsor holds any securities covered
by the registration and shareholder rights agreement.
Our
officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms
of office. Our board of directors 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:
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 election to our board of directors, as long as the Sponsor holds any securities covered
by the registration and shareholder rights agreement.
Our
officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms
of office. Our board of directors is authorized to appoint persons to the offices set forth in our amended and restated memorandum and
articles of association as it deems appropriate. Our amended and restated memorandum and articles of association provide that our officers
may consist of one or more chairman of the board, chief executive officer, president, chief financial officer, vice presidents, secretary,
treasurer and such other offices as may be determined by the board of directors.
Director
Independence
Nasdaq
listing standards require that a majority of our board of directors be independent. An “independent director” is defined
generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship
which in the opinion of the company’s board of directors, would interfere with
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
, president, chief financial officer, vice presidents, secretary,
treasurer and such other offices as may be determined by the board of directors.
Director
Independence
Nasdaq
listing standards require that a majority of our board of directors be independent. An “independent director” is defined
generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship
which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment
in carrying out the responsibilities of a director. Our board of directors has determined that Mr. Habib, Mr. Prelz-Oltramonti and Mr.
Lallia are “independent directors” as defined in the Nasdaq listing standards. Our independent directors will have regularly
scheduled meetings at which only independent directors are present.
Executive
Officer and Director Compensation
None
of our executive officers or directors have received any cash compensation for services rendered to us. Commencing on the date that our
securities are first listed on the Nasdaq and through the earlier of the consummation of our initial business combination and our liquidation,
we will reimburse an affiliate of our Sponsor for office space, secretarial and administrative services
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
listing standards. Our independent directors will have regularly
scheduled meetings at which only independent directors are present.
Executive
Officer and Director Compensation
None
of our executive officers or directors have received any cash compensation for services rendered to us. Commencing on the date that our
securities are first listed on the Nasdaq and through the earlier of the consummation of our initial business combination and our liquidation,
we will reimburse an affiliate of our Sponsor for office space, secretarial and administrative services provided to us in the amount
of $10,000 per month. In addition, our Sponsor, executive officers and directors, or their respective affiliates will be reimbursed for
any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing
due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made by
us to our Sponsor, executive officers or directors, or their affiliates. Any such payments prior to an initial business combination will
be made using funds held outside the Trust Account. Other than quarterly audit committee review of such reimbursements, we do not expect
to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket
expenses
|
YOU are 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:
performing
due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made by
us to our Sponsor, executive officers or directors, or their affiliates. Any such payments prior to an initial business combination will
be made using funds held outside the Trust Account. Other than quarterly audit committee review of such reimbursements, we do not expect
to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket
expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business
combination. Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees,
will be paid by the company to our Sponsor, executive officers and directors, or their respective affiliates, prior to completion of
our initial business combination.
After
the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting
or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in
the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed business combination.
We have not established any limit on the
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
and directors, or their respective affiliates, prior to completion of
our initial business combination.
After
the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting
or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in
the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed business combination.
We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of
management. It is unlikely the amount of such compensation will be known at the time of the proposed business combination, because the
directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation
to be paid to our executive officers will be determined, or recommended to the board of directors for determination, either by a compensation
committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.
We
do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation
of our initial business combination, although it is possible that some or all 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:
for determining executive officer and director compensation. Any compensation
to be paid to our executive officers will be determined, or recommended to the board of directors for determination, either by a compensation
committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.
We
do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation
of our initial business combination, although it is possible that some or all of our executive officers and directors may negotiate employment
or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or
consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting
a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business
combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any
agreements with our executive officers and directors that provide for benefits upon termination of employment.
66
Committees
of the Board of Directors
Our
board of directors has three standing committees: an audit committee, a nominating committee and a compensation committee. Subject
|
YOU are 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 do not believe that the ability of our management to remain with us after the consummation of our initial business
combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any
agreements with our executive officers and directors that provide for benefits upon termination of employment.
66
Committees
of the Board of Directors
Our
board of directors has three standing committees: an audit committee, a nominating committee and a compensation committee. Subject to
phase-in rules and a limited exception, the rules of the Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee
of a listed company be comprised solely of independent directors. Subject to phase-in rules and a limited exception, the rules of the
Nasdaq require that the compensation committee and the nominating committee of a listed company be comprised solely of independent directors.
Audit
Committee
We
have established an audit committee of the board of directors. Mr. Prelz-Oltramonti, Mr. Lallia and Mr. Habib will serve as members of
our audit committee. Our board of directors has determined that each of Mr. Prelz-Oltramonti, Mr. Lallia 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:
of the
Nasdaq require that the compensation committee and the nominating committee of a listed company be comprised solely of independent directors.
Audit
Committee
We
have established an audit committee of the board of directors. Mr. Prelz-Oltramonti, Mr. Lallia and Mr. Habib will serve as members of
our audit committee. Our board of directors has determined that each of Mr. Prelz-Oltramonti, Mr. Lallia and Mr. Habib are independent
under the Nasdaq listing standards and applicable SEC rules. Mr. Prelz-Oltramonti will serve as the Chairman of the audit committee.
Under the Nasdaq listing standards and applicable SEC rules, all the directors on the audit committee must be independent. Each member
of the audit committee is financially literate and our board of directors has determined that Mr. Prelz-Oltramonti qualifies as an “audit
committee financial expert” as defined in applicable SEC rules.
The
audit committee is responsible for:
appointing
or replacing a firm to serve as the independent registered public accounting firm to audit our financial statements;
meeting
with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
be independent. Each member
of the audit committee is financially literate and our board of directors has determined that Mr. Prelz-Oltramonti qualifies as an “audit
committee financial expert” as defined in applicable SEC rules.
The
audit committee is responsible for:
appointing
or replacing a firm to serve as the independent registered public accounting firm to audit our financial statements;
meeting
with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control
systems;
monitoring
the independence of the independent registered public accounting firm;
discussing
the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent
accountants, our interim and year-end operating results;
developing
procedures for employees to anonymously submit concerns about questionable accounting or audit matters; and;
pre-approving
all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting
firm engaged by us, and establishing pre-approval policies and procedures; and
considering
the adequacy of our internal accounting controls and audit procedures.
Nominating
Committee
We
have established a nominating committee of our board
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
results;
developing
procedures for employees to anonymously submit concerns about questionable accounting or audit matters; and;
pre-approving
all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting
firm engaged by us, and establishing pre-approval policies and procedures; and
considering
the adequacy of our internal accounting controls and audit procedures.
Nominating
Committee
We
have established a nominating committee of our board of directors. The members of our nominating committee are Mr. Prelz-Oltramonti and
Mr. Habib, and Mr. Prelz-Oltramonti will serve as chairman of the nominating committee. Under the Nasdaq listing standards, we are required
to have a nominating committee composed entirely of independent directors. Our board of directors has determined that Mr. Prelz-Oltramonti
and Mr. Habib are independent.
The
nominating committee is responsible for overseeing the selection of persons to be nominated to serve on our board of directors. The nominating
committee considers persons identified by its members, management, shareholders and others.
67
We
will adopt a nominating committee charter, which will detail the purpose 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:
required
to have a nominating committee composed entirely of independent directors. Our board of directors has determined that Mr. Prelz-Oltramonti
and Mr. Habib are independent.
The
nominating committee is responsible for overseeing the selection of persons to be nominated to serve on our board of directors. The nominating
committee considers persons identified by its members, management, shareholders and others.
67
We
will adopt a nominating committee charter, which will detail the purpose and responsibilities of the nominating committee, including:
identifying,
screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the board, and recommending
to the board of directors candidates for nomination for appointment at the annual general meeting or to fill vacancies on the board of
directors;
developing
and recommending to the board of directors and overseeing implementation of our corporate governance guidelines;
coordinating
and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance
of the company; and
reviewing
on a regular basis our overall corporate governance and recommending improvements as and when necessary.
The
nominating committee will consider a number of qualifications relating to management and leadership experience, background and integrity
|
YOU are 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
directors;
developing
and recommending to the board of directors and overseeing implementation of our corporate governance guidelines;
coordinating
and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance
of the company; and
reviewing
on a regular basis our overall corporate governance and recommending improvements as and when necessary.
The
nominating committee will consider a number of qualifications relating to management and leadership experience, background and integrity
and professionalism in evaluating a person’s candidacy for membership on the board of directors. The nominating committee may require
certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and
will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members. Prior to our
initial business combination, holders of our public shares will not have the right to recommend director candidates for nomination to
our board of directors.
Compensation
Committee
We
have established a compensation committee of our board of directors. The members of our compensation committee are Mr. Prelz-Oltramonti
and Mr. Habib and Mr. Habib will serve as chairman of the compensation committee
|
YOU are 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:
makeup of its members to obtain a broad and diverse mix of board members. Prior to our
initial business combination, holders of our public shares will not have the right to recommend director candidates for nomination to
our board of directors.
Compensation
Committee
We
have established a compensation committee of our board of directors. The members of our compensation committee are Mr. Prelz-Oltramonti
and Mr. Habib and Mr. Habib will serve as chairman of the compensation committee.
Under
the Nasdaq listing standards, we are required to have a compensation committee composed entirely of independent directors. Our board
of directors has determined that each of Mr. Prelz-Oltramonti and Mr. Habib are independent. We will adopt a compensation committee charter,
which will detail the principal functions of the compensation committee, including:
reviewing
and approving on an annual basis the corporate goals and objectives relevant to our chief executive officer’s compensation, evaluating
our chief executive officer’s performance in light of such goals and objectives and determining and approving the remuneration
(if any) of our chief executive officer based on such evaluation;
reviewing
and making recommendations to our board of directors with respect to the compensation, and any incentive compensation and equity based
|
YOU are 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:
charter,
which will detail the principal functions of the compensation committee, including:
reviewing
and approving on an annual basis the corporate goals and objectives relevant to our chief executive officer’s compensation, evaluating
our chief executive officer’s performance in light of such goals and objectives and determining and approving the remuneration
(if any) of our chief executive officer based on such evaluation;
reviewing
and making recommendations to our board of directors with respect to the compensation, and any incentive compensation and equity based
plans that are subject to board approval of all of our other officers;
reviewing
our executive compensation policies and plans;
implementing
and administering our incentive compensation equity-based remuneration plans;
assisting
management in complying with our proxy statement and annual report disclosure requirements;
approving
all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and
employees;
producing
a report on executive compensation to be included in our annual proxy statement; and
reviewing,
evaluating and recommending changes, if appropriate, to the remuneration for directors.
68
The
charter will also provide that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation
consultant, legal counsel or other
|
YOU are 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:
ving
all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and
employees;
producing
a report on executive compensation to be included in our annual proxy statement; and
reviewing,
evaluating and recommending changes, if appropriate, to the remuneration for directors.
68
The
charter will also provide that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation
consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work
of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other
adviser, the compensation committee will consider the independence of each such adviser, including the factors required by the Nasdaq
and the SEC.
Compensation
Committee Interlocks and Insider Participation
None
of our executive officers currently serves, and in the past year has not served, as a member of the compensation committee of any entity
that has one or more executive officers serving on our board of directors.
Code
of Ethics
We
have adopted a Code of Ethics and Business Conduct (“Code of Ethics”) applicable to our directors, officers and employees.
A copy
|
YOU are 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:
, including the factors required by the Nasdaq
and the SEC.
Compensation
Committee Interlocks and Insider Participation
None
of our executive officers currently serves, and in the past year has not served, as a member of the compensation committee of any entity
that has one or more executive officers serving on our board of directors.
Code
of Ethics
We
have adopted a Code of Ethics and Business Conduct (“Code of Ethics”) applicable to our directors, officers and employees.
A copy of the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers
of certain provisions of our Code of Ethics in a Current Report on Form 8-K.
Conflicts
of Interest
Under
Cayman Islands law, directors and officers owe the following fiduciary duties:
duty
to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;
duty
to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;
directors
should not improperly fetter the exercise of future discretion;
duty
to exercise powers fairly as between different sections of shareholders;
duty
not to put themselves in a position
|
YOU are 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:
, directors and officers owe the following fiduciary duties:
duty
to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;
duty
to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;
directors
should not improperly fetter the exercise of future discretion;
duty
to exercise powers fairly as between different sections of shareholders;
duty
not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and
duty
to exercise independent judgment.
In
addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement
to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person
carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience
of that director.
As
set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing,
or to otherwise benefit as a result of their
|
YOU are 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 requirement
to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person
carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience
of that director.
As
set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing,
or to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be
forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be
done by way of permission granted in the amended and restated memorandum and articles of association or alternatively by shareholder
approval at general meetings.
69
Certain
of our officers and directors presently have, and any of them in the future may have additional, fiduciary and contractual duties to
other entities. As a result, if any of our officers or directors becomes aware of a business combination opportunity which is suitable
for an entity to which he or she has then-current fiduciary or contractual obligations, then, subject to their fiduciary duties under
C
|
YOU are 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 articles of association or alternatively by shareholder
approval at general meetings.
69
Certain
of our officers and directors presently have, and any of them in the future may have additional, fiduciary and contractual duties to
other entities. As a result, if any of our officers or directors becomes aware of a business combination opportunity which is suitable
for an entity to which he or she has then-current fiduciary or contractual obligations, then, subject to their fiduciary duties under
Cayman Islands law, he or she will need to honor such fiduciary or contractual obligations to present such business combination opportunity
to such entity, before we can pursue such opportunity. If these other entities decide to pursue any such opportunity, we may be precluded
from pursuing the same. However, we do not expect these duties to materially affect our ability to complete our initial business combination.
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 ren
|
YOU are 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 same. However, we do not expect these duties to materially affect our ability to complete our initial business combination.
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.
Below
is a table summarizing the entities to which our executive officers and directors currently have fiduciary duties, contractual obligations
or other material management relationships:
Individual
Entity
Entity’s Business
Affiliation
Michael Lahyani
Property Finder
Real Estate Classifieds
Chief Executive Officer
Dubicars.com
Consumer Internet
Chairman
Hosco.com
Consumer Internet
Director
Zingat.com
Consumer Internet
Director
Foxstone.ch
Consumer Internet
Director
Merro
Investment Management
|
YOU are 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 entities to which our executive officers and directors currently have fiduciary duties, contractual obligations
or other material management relationships:
Individual
Entity
Entity’s Business
Affiliation
Michael Lahyani
Property Finder
Real Estate Classifieds
Chief Executive Officer
Dubicars.com
Consumer Internet
Chairman
Hosco.com
Consumer Internet
Director
Zingat.com
Consumer Internet
Director
Foxstone.ch
Consumer Internet
Director
Merro
Investment Management
Co-Founder
Eyal Perez
Genesis Advisors GmbH
Investment Management
President and Chief Investment Officer
Simon Baker
PropTech Group
SaaS
Director
CAV Investment Holdings Ltd.
Investment Management
Executive Chairman
Cian plc
Internet Classifieds
Director
Property Portal Watch
Real Estate
Chairman
Vertical Networks Group
Internet Editorial
Director
Net Ventures Limited
Investment Management
Advisor
Solaredge Holdings Limited
Internet Classifieds
Advisor
Glokal Dijital Hiz Paz ve Tic AS
Internet Classifieds
Advisor
Grupo Cardinal Ltd
Internet Classifieds
Advisor
SG Shwe Property Pte Ltd
Internet Classifieds
Advisor
Pierre-Etienne Lallia
Globe Invest UK Ltd
|
YOU are 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:
Property Portal Watch
Real Estate
Chairman
Vertical Networks Group
Internet Editorial
Director
Net Ventures Limited
Investment Management
Advisor
Solaredge Holdings Limited
Internet Classifieds
Advisor
Glokal Dijital Hiz Paz ve Tic AS
Internet Classifieds
Advisor
Grupo Cardinal Ltd
Internet Classifieds
Advisor
SG Shwe Property Pte Ltd
Internet Classifieds
Advisor
Pierre-Etienne Lallia
Globe Invest UK Ltd
Investment Management
Director
Globe Invest Finance Ltd.
Financial Services
Director
Runtech Group Ltd.
Technology
Director
Kape Technologies plc
Cybersecurity
Director
Babylon Park UK Play & Entertainment Ltd
Entertainment
Director
SkyWind Holdings Ltd
Gaming
Director
Massimo Prelz-Oltramonti
DN Capital
Venture Capital
Senior Advisor
Datrix SpA
Artificial Intelligence Software
Director
Techwald Holding SpA
Medical Technology
Chairman
Zzoomm Group plc
Fiber Network Provider
Chairman
Pamono GmbH
Marketplace
Member of Supervisory Board
Cem Habib
Septema DMCC
Management Consulting
Director
Bella Blue Creations DMCC
|
YOU are 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:
Gaming
Director
Massimo Prelz-Oltramonti
DN Capital
Venture Capital
Senior Advisor
Datrix SpA
Artificial Intelligence Software
Director
Techwald Holding SpA
Medical Technology
Chairman
Zzoomm Group plc
Fiber Network Provider
Chairman
Pamono GmbH
Marketplace
Member of Supervisory Board
Cem Habib
Septema DMCC
Management Consulting
Director
Bella Blue Creations DMCC
Trading
Founder
(1)
Includes
certain of its funds and other affiliates.
70
Potential
investors should also be aware of the following other potential conflicts of interest:
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 number of hours per week to our affairs.
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:
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
Sponsor has purchased private placement warrants in a transaction that closed on the IPO Closing Date.
Our
Sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their
redemption rights with respect to any Founder Shares and public shares held by them in connection with (i) the completion of our
initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles
of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares
the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if
we do not
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
Shares and public shares held by them in connection with (i) the completion of our
initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles
of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares
the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if
we do not complete our initial business combination within 12 months from the IPO Closing Date (extendable at our Sponsor’s option
up to 18 months) or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares.
Additionally, our Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to its Founder
Shares if we fail to complete our initial business combination within the prescribed time frame. If we do not complete our initial business
combination within the prescribed time frame, the private placement warrants will expire worthless. Except as described herein, pursuant
to a letter agreement that our Sponsor and each member of our management team have entered into with us, our Sponsor and each member
of our management team have
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
our Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to its Founder
Shares if we fail to complete our initial business combination within the prescribed time frame. If we do not complete our initial business
combination within the prescribed time frame, the private placement warrants will expire worthless. Except as described herein, pursuant
to a letter agreement that our Sponsor and each member of our management team have entered into with us, our Sponsor and each member
of our management team have agreed not to transfer, assign or sell any of their Founder Shares until the earliest of (A) one year
after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the
closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share
capitalizations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day
period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation,
merger, share exchange or other similar transaction that results in all of our public
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share
capitalizations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day
period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation,
merger, share exchange or other similar transaction that results in all of our public shareholders having the right to exchange their
ordinary shares for cash, securities or other property. Except as described herein, the private placement warrants will not be transferable
until 30 days following the completion of our initial business combination. Because each of our executive officers and directors
will own ordinary shares or warrants directly or indirectly, they may have a conflict of interest in determining whether a particular
target business is an appropriate business with which to effectuate our initial business combination.
Our
officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention
or resignation of any such officers and directors is included by a target business as a condition to any agreement with respect to our
initial business combination. In addition, our Sponsor, 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:
will own ordinary shares or warrants directly or indirectly, they may have a conflict of interest in determining whether a particular
target business is an appropriate business with which to effectuate our initial business combination.
Our
officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention
or resignation of any such officers and directors is included by a target business as a condition to any agreement with respect to our
initial business combination. In addition, 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. Any such companies may present additional
conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates.
We
are not prohibited from pursuing an initial business combination with a company that is affiliated with our Sponsor, officers or directors
or making the acquisition through a joint venture or other form of shared ownership with our Sponsor, directors of officers. In the event
we seek to complete our initial business combination with a company that is affiliated with our Sponsor or any of our officers or directors,
we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent
|
YOU are 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
are not prohibited from pursuing an initial business combination with a company that is affiliated with our Sponsor, officers or directors
or making the acquisition through a joint venture or other form of shared ownership with our Sponsor, directors of officers. In the event
we seek to complete our initial business combination with a company that is affiliated with our Sponsor or any of our officers or directors,
we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent
entity that commonly renders valuation opinions that such initial business combination is fair to our company from a financial point
of view. We are not required to obtain such an opinion in any other context.
Furthermore,
in no event will our Sponsor or any of our existing officers or directors, or their respective affiliates, be paid by us any finder’s
fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the completion of our initial
business combination. Further, commencing on the date that our securities are first listed on the Nasdaq and through the earlier of the
consummation of our initial business combination and our liquidation, we will reimburse an affiliate of our Sponsor for office space,
secretarial and administrative services provided to us
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
their respective affiliates, be paid by us any finder’s
fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the completion of our initial
business combination. Further, commencing on the date that our securities are first listed on the Nasdaq and through the earlier of the
consummation of our initial business combination and our liquidation, we will reimburse an affiliate of our Sponsor for office space,
secretarial and administrative services provided to us in the amount of $10,000 per month.
71
We
cannot assure you that any of the above mentioned conflicts will be resolved in our favor.
If
we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution
under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting
of the company. In such case, our Sponsor and each member of our management team have agreed to vote their Founder Shares and public
shares in favor of our initial business combination.
Limitation
on Liability and Indemnification of Officers and Directors
Cayman
Islands law does not limit the extent to which a company’s 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:
under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting
of the company. In such case, our Sponsor and each member of our management team have agreed to vote their Founder Shares and public
shares in favor of our initial business combination.
Limitation
on Liability and Indemnification of Officers and Directors
Cayman
Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification
of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public
policy, such as to provide indemnification against willful default, willful neglect, civil fraud or the consequences of committing a
crime. Our amended and restated memorandum and articles of association provide for indemnification of our officers and directors to the
maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud,
willful default or willful neglect. We will enter into agreements with our directors and officers to provide contractual indemnification
in addition to the indemnification provided for in our amended and restated memorandum and articles of association. We expect to purchase
|
YOU are 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:
committing a
crime. Our amended and restated memorandum and articles of association provide for indemnification of our officers and directors to the
maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud,
willful default or willful neglect. We will enter into agreements with our directors and officers to provide contractual indemnification
in addition to the indemnification provided for in our amended and restated memorandum and articles of association. We expect to purchase
a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense,
settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.
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 have agreed to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of,
any services provided to us and will 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
|
YOU are 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 waive any right, title, interest or claim of any kind in or to any monies in the Trust Account,
and have agreed to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of,
any services provided to us and will 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
only be able to be satisfied by us if (i) we have sufficient funds outside of the Trust Account or (ii) we consummate an initial
business combination.
Our
indemnification obligations 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.
We
believe that these provisions, 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:
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.
We
believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced
officers and directors.
Item 11.
Executive Compensation.
None
of our officers or directors have received any cash compensation for services rendered to us. Commencing on the date that our securities
were first listed on Nasdaq through the earlier of consummation of our initial business combination and our liquidation, we have agreed
to pay an affiliate of our Sponsor up to $10,000 per month for office space, utilities, secretarial support and administrative services.
In addition, our Sponsor, executive officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket
expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due
|
YOU are 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:
first listed on Nasdaq through the earlier of consummation of our initial business combination and our liquidation, we have agreed
to pay an affiliate of our Sponsor up to $10,000 per month for office space, utilities, secretarial support and administrative services.
In addition, our Sponsor, executive officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket
expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence
on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, officers
or directors, or our or their affiliates. Any such payments prior to an initial business combination will be made using funds held outside
the Trust Account. Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls
in place governing our reimbursement payments to our directors and officers for their out-of-pocket expenses incurred in connection with
our activities on our behalf in connection with identifying and consummating an initial business combination. Other than these payments
and reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid by the company to our Sponsor,
officers and directors, or
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
. Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls
in place governing our reimbursement payments to our directors and officers for their out-of-pocket expenses incurred in connection with
our activities on our behalf in connection with identifying and consummating an initial business combination. Other than these payments
and reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid by the company to our Sponsor,
officers and directors, or any of their respective affiliates, prior to completion of our initial business combination.
72
After
the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting
or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in
the proxy solicitation or tender offer materials (as applicable) furnished to our shareholders in connection with a proposed business
combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or
members of management. It is unlikely the amount of such compensation will be known at the time of the proposed business combination,
because the directors of the post-combination business will 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:
be fully disclosed to shareholders, to the extent then known, in
the proxy solicitation or tender offer materials (as applicable) furnished to our shareholders in connection with a proposed business
combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or
members of management. It is unlikely the amount of such compensation will be known at the time of the proposed business combination,
because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation
to be paid to our officers will be determined, or recommended to the board of directors for determination, either by a compensation committee
constituted solely by independent directors or by a majority of the independent directors on our board of directors.
We
do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation
of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment
or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or
consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting
a target business but
|
YOU are 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:
directors.
We
do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation
of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment
or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or
consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting
a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business
combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any
agreements with our officers and directors that provide for benefits upon termination of employment.
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The
following table sets forth information regarding the beneficial ownership of our ordinary shares as of March 15, 2022 by:
each
person known by us to be the beneficial owner of more than 5% of our outstanding ordinary
shares;
each
of our named executive officers and directors that beneficially owns our ordinary shares;
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:
provide for benefits upon termination of employment.
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The
following table sets forth information regarding the beneficial ownership of our ordinary shares as of March 15, 2022 by:
each
person known by us to be the beneficial owner of more than 5% of our outstanding ordinary
shares;
each
of our named executive officers and directors that beneficially owns our ordinary shares;
and
all
our executive officers and directors as a group.
Unless
otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all ordinary
shares beneficially owned by them. The following table does not reflect record or beneficial ownership of the public warrants or the
private placement warrants.
Name and Address of Beneficial Owner(1)
Number of Shares Beneficially
Owned(2)
Approximate
Percentage of Issued and Outstanding Ordinary Shares
Genesis Growth Tech LLC (our Sponsor)(3)
5,850,625
18.5
Eyal Perez(3)
5,850,625
18.5
Michael Lahyani(3)
Simon Baker(3)
Massimo Prelz-O
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
the public warrants or the
private placement warrants.
Name and Address of Beneficial Owner(1)
Number of Shares Beneficially
Owned(2)
Approximate
Percentage of Issued and Outstanding Ordinary Shares
Genesis Growth Tech LLC (our Sponsor)(3)
5,850,625
18.5
Eyal Perez(3)
5,850,625
18.5
Michael Lahyani(3)
Simon Baker(3)
Massimo Prelz-Oltramonti(3)
Cem Habib(3)
Pierre-Etienne Lallia(3)
Nomura Securities International, Inc.
474,375
1.5
All officers and directors as a group (6 individuals)
5,850,625
18.5
(1)
Unless otherwise noted, the business address of each of our shareholders is Bahnhofstrasse 3, 6052 Hergiswil,
Nidwalden, Switzerland.
73
(2)
Interests shown consist solely of Founder Shares, classified as Founder Shares. Such shares will automatically
convert into Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof.
(3)
Represents 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:
,625
18.5
(1)
Unless otherwise noted, the business address of each of our shareholders is Bahnhofstrasse 3, 6052 Hergiswil,
Nidwalden, Switzerland.
73
(2)
Interests shown consist solely of Founder Shares, classified as Founder Shares. Such shares will automatically
convert into Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof.
(3)
Represents the interests directly held by Genesis Growth Tech LLC, our Sponsor. Mr. Eyal Perez is the managing
member of our Sponsor. As such, he may be deemed to have beneficial ownership of the Founder Shares held directly by our Sponsor. Mr.
Perez disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein,
directly or indirectly. Each of our officers and directors is a member of our Sponsor or have direct or indirect economic interests in
our Sponsor, and each of them disclaims any beneficial ownership other than to the extent of his pecuniary interest.
Our
Sponsor beneficially owns 20% of the then issued and outstanding ordinary shares and will have the right to appoint all of our 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:
of the reported shares other than to the extent of any pecuniary interest he may have therein,
directly or indirectly. Each of our officers and directors is a member of our Sponsor or have direct or indirect economic interests in
our Sponsor, and each of them disclaims any beneficial ownership other than to the extent of his pecuniary interest.
Our
Sponsor beneficially owns 20% of the then issued and outstanding ordinary shares and will have the right to appoint all of our directors
prior to our initial business combination. Holders of our public shares will not have the right to elect any directors to our board of
directors prior to our initial business combination. Because of this ownership block, our Sponsor may be able to effectively influence
the outcome of all other matters requiring approval by our shareholders, including amendments to our amended and restated memorandum
and articles of association and approval of significant corporate transactions including our initial business combination.
Our
Sponsor has agreed (a) to vote any Founder Shares and public shares held by it in favor of any proposed business combination and
(b) not to redeem any Founder Shares or public shares held by it in connection with a shareholder vote to approve a proposed initial
business combination.
Our
Sponsor is deemed 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:
matters requiring approval by our shareholders, including amendments to our amended and restated memorandum
and articles of association and approval of significant corporate transactions including our initial business combination.
Our
Sponsor has agreed (a) to vote any Founder Shares and public shares held by it in favor of any proposed business combination and
(b) not to redeem any Founder Shares or public shares held by it in connection with a shareholder vote to approve a proposed initial
business combination.
Our
Sponsor is deemed to be our “promoter” as such term is defined under the federal securities laws.
Transfers
of Founder Shares and Private Placement Warrants
The
Founder Shares, private placement warrants and any Class A ordinary shares issued upon conversion or exercise thereof are each subject
to transfer restrictions pursuant to lock-up provisions in the agreement entered into by our Sponsor and management team. Our Sponsor
and each member of our management team have agreed not to transfer, assign or sell any of their Founder Shares until the earliest of
(a) one year after the completion of our initial business combination and (b) subsequent to our initial business combination,
(x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted 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:
restrictions pursuant to lock-up provisions in the agreement entered into by our Sponsor and management team. Our Sponsor
and each member of our management team have agreed not to transfer, assign or sell any of their Founder Shares until the earliest of
(a) one year after the completion of our initial business combination and (b) subsequent to our initial business combination,
(x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions,
share capitalizations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading
day period commencing at least 150 days after our initial business combination or (y) the date on which we complete a liquidation,
merger, share exchange or other similar transaction that results in all of our public shareholders having the right to exchange their
Class A ordinary shares for cash, securities or other property. The private placement warrants and the respective Class A ordinary
shares underlying such warrants are not transferable or saleable until 30 days after the completion of our initial business combination.
The foregoing restrictions are not applicable to transfers (a) to our officers or directors, 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:
which we complete a liquidation,
merger, share exchange or other similar transaction that results in all of our public shareholders having the right to exchange their
Class A ordinary shares for cash, securities or other property. The private placement warrants and the respective Class A ordinary
shares underlying such warrants are not transferable or saleable until 30 days after the completion of our initial business combination.
The foregoing restrictions are not applicable to transfers (a) to our officers or directors, any affiliates or family members of
any of our officers or directors, any members or partners of our Sponsor or their affiliates, any affiliates of our Sponsor, or any employees
of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family or to
a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable
organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in
the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection
with any forward purchase
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
of the individual’s immediate family or to
a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable
organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in
the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection
with any forward purchase agreement or similar arrangement or in connection with the consummation of a business combination at prices
no greater than the price at which the Founder Shares, private placement warrants or Class A ordinary shares, as applicable, were
originally purchased; (f) by virtue of our Sponsor’s organizational documents upon liquidation or dissolution of our Sponsor;
(g) to the company for no value for cancellation in connection with the consummation of our initial business combination; (h) in
the event of our liquidation prior to the completion of our initial business combination; or (i) in the event of our completion
of a liquidation, merger, share exchange or other similar transaction which results in all of our public shareholders having the right
to exchange their
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
our Sponsor’s organizational documents upon liquidation or dissolution of our Sponsor;
(g) to the company for no value for cancellation in connection with the consummation of our initial business combination; (h) in
the event of our liquidation prior to the completion of our initial business combination; or (i) in the event of our completion
of a liquidation, merger, share exchange or other similar transaction which results in all of our public shareholders having the right
to exchange their Class A ordinary shares for cash, securities or other property subsequent to our completion of our initial business
combination; provided, however, that in the case of clauses (a) through (f) these permitted transferees must enter into
a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained in the letter agreement.
74
Item 13.
Certain Relationships and Related Transactions, and Director Independence.
Founder
Shares
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
|
YOU are 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 bound by these transfer restrictions and the other restrictions contained in the letter agreement.
74
Item 13.
Certain Relationships and Related Transactions, and Director Independence.
Founder
Shares
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. The number of 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:
ura 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. The number of Founder Shares issued was determined based on the expectation that such Founder
Shares would represent 20% of the issued and outstanding shares upon completion of our Initial Public Offering. The Founder Shares (including
the Class A ordinary shares issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned
or sold by the holder.
Private
Placement Warrants
Our
Sponsor has purchased an aggregate of 8,875,000 private placement warrants for a purchase price of $1.00 per whole warrant in a private
placement that occurred at the IPO Closing Date. As such, our Sponsor’s interest in us is valued at $8,875,000. Each private placement
warrant entitles the holder to purchase one Class A ordinary share at
|
YOU are 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:
exceptions, be transferred, assigned
or sold by the holder.
Private
Placement Warrants
Our
Sponsor has purchased an aggregate of 8,875,000 private placement warrants for a purchase price of $1.00 per whole warrant in a private
placement that occurred at the IPO Closing Date. As such, our Sponsor’s interest in us is valued at $8,875,000. Each private placement
warrant entitles the holder to purchase one Class A ordinary share at $11.50 per share, subject to adjustment. The private placement
warrants (including the Class A ordinary shares issuable upon exercise thereof) may not, subject to certain limited exceptions,
be transferred, assigned or sold by the holder until 30 days after the completion of our initial business combination.
Conflicts
of Interest
As
more fully discussed in the section of this Annual Report entitled “Part III, Item 10. Directors, Executive Officers and Corporate
Governance—Conflicts of Interest,” if any of our officers or directors becomes aware of a business combination opportunity
that falls within the line of business of any entity to which he or she has then-current fiduciary or contractual obligations, he or
she will honor his or her fiduci
|
YOU are 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:
completion of our initial business combination.
Conflicts
of Interest
As
more fully discussed in the section of this Annual Report entitled “Part III, Item 10. Directors, Executive Officers and Corporate
Governance—Conflicts of Interest,” if any of our officers or directors becomes aware of a business combination opportunity
that falls within the line of business of any entity to which he or she has then-current fiduciary or contractual obligations, he or
she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. Our officers and directors
currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us.
Administrative
Services Agreement
We
currently maintain our executive offices at Bahnhofstrasse 3, 6052 Hergiswil, Nidwalden, Switzerland. Commencing on the date that our
securities are first listed on Nasdaq and through the earlier of the consummation of our initial business combination and our liquidation,
we will reimburse an affiliate of our Sponsor for office space, secretarial and administrative services provided to us in the amount
of $10,000 per month.
No
compensation of any kind, including finder’s 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:
ofstrasse 3, 6052 Hergiswil, Nidwalden, Switzerland. Commencing on the date that our
securities are first listed on Nasdaq and through the earlier of the consummation of our initial business combination and our liquidation,
we will reimburse an affiliate of our Sponsor for office space, secretarial and administrative services provided to us in the amount
of $10,000 per month.
No
compensation of any kind, including finder’s and consulting fees, will be paid to our Sponsor, officers and directors, or their
respective affiliates, for services rendered prior to or in connection with the completion of an initial business combination. However,
these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying
potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly
basis all payments that were made by us to our Sponsor, officers, directors or their affiliates and will determine which expenses and
the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by
such persons in connection with activities on our behalf.
75
Related
Party Loans and Advances
|
YOU are 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:
activities on our behalf such as identifying
potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly
basis all payments that were made by us to our Sponsor, officers, directors or their affiliates and will determine which expenses and
the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by
such persons in connection with activities on our behalf.
75
Related
Party Loans and Advances
Prior
to the IPO Closing Date, our Sponsor agreed to loan us up to $500,000 to be used for a portion of the expenses of our Initial Public
Offering. We borrowed approximately $369,000 under the promissory note with our Sponsor. These loans are non-interest bearing, unsecured
and are due at the earlier of March 31, 2022 and the IPO Closing Date. The loan was repaid at the IPO Closing Date out of the offering
proceeds not held in the Trust Account.
In
addition, in order to finance transaction costs in connection with an intended initial business combination, our Sponsor or an affiliate
of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds
|
YOU are 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:
are non-interest bearing, unsecured
and are due at the earlier of March 31, 2022 and the IPO Closing Date. The loan was repaid at the IPO Closing Date out of the offering
proceeds not held in the Trust Account.
In
addition, in order to finance transaction costs in connection with an intended initial business combination, our Sponsor or an affiliate
of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete
an initial business combination, we may repay such loaned amounts out of the proceeds of the Trust Account released to us. In the event
that the initial business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay
such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible
into warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants,
including as to exercise price, exercisability and exercise period. The terms of such loans by our officers and directors, if any, have
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:
outside the Trust Account to repay
such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible
into warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants,
including as to exercise price, exercisability and exercise period. The terms of such loans by our officers and directors, if any, have
not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than
our Sponsor, its affiliates or our management team as we do not believe third parties will be willing to loan such funds and provide
a waiver against any and all rights to seek access to funds in our Trust Account.
After
our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees
from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the tender
offer or proxy solicitation materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will
be known at the time of distribution of such tender offer
|
YOU are 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:
all rights to seek access to funds in our Trust Account.
After
our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees
from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the tender
offer or proxy solicitation materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will
be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider our initial
business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director
compensation.
Registration
Rights
We
have entered into a registration and shareholder rights agreement pursuant to which our Sponsor and Nomura are entitled to certain registration
rights with respect to the private placement warrants, the warrants issuable upon conversion of working capital loans (if any) and the
Class A ordinary shares issuable upon exercise of the foregoing and upon conversion of the Founder Shares, and, upon consummation
of our initial business combination, to nominate three individuals for election to our board of directors, as long as the Sponsor holds
any securities covered by
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
and shareholder rights agreement pursuant to which our Sponsor and Nomura are entitled to certain registration
rights with respect to the private placement warrants, the warrants issuable upon conversion of working capital loans (if any) and the
Class A ordinary shares issuable upon exercise of the foregoing and upon conversion of the Founder Shares, and, upon consummation
of our initial business combination, to nominate three individuals for election to our board of directors, as long as the Sponsor holds
any securities covered by the registration and shareholder rights agreement.
Policy
for Approval of Related Party Transactions
The
audit committee of our board of directors has adopted a charter, providing for the review, approval and/or ratification of “related
party transactions,” which are those transactions required to be disclosed pursuant to Item 404 of Regulation S-K as promulgated
by the SEC, by the audit committee. At its meetings, the audit committee shall be provided with the details of each new, existing, or
proposed related party transaction, including the terms of the transaction, any contractual restrictions that the company has already
committed to, the business purpose of the transaction, and the benefits of the transaction to the company and to the relevant related
party. Any member of the committee who has an
|
YOU are 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 Item 404 of Regulation S-K as promulgated
by the SEC, by the audit committee. At its meetings, the audit committee shall be provided with the details of each new, existing, or
proposed related party transaction, including the terms of the transaction, any contractual restrictions that the company has already
committed to, the business purpose of the transaction, and the benefits of the transaction to the company and to the relevant related
party. Any member of the committee who has an interest in the related party transaction under review by the committee shall abstain from
voting on the approval of the related party transaction, but may, if so requested by the chairman of the committee, participate in some
or all of the committee’s discussions of the related party transaction. Upon completion of its review of the related party transaction,
the committee may determine to permit or to prohibit the related party transaction.
76
Director
Independence
Nasdaq
listing standards require that a majority of our board of directors be independent. An “independent director” is defined
generally as a person who has no material relationship with the listed company (either directly or as a partner, shareholders or officer
of an organization that has a relationship with the company). Our board 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:
. Upon completion of its review of the related party transaction,
the committee may determine to permit or to prohibit the related party transaction.
76
Director
Independence
Nasdaq
listing standards require that a majority of our board of directors be independent. An “independent director” is defined
generally as a person who has no material relationship with the listed company (either directly or as a partner, shareholders or officer
of an organization that has a relationship with the company). Our board of directors has determined that each of Messrs. Prelz-Oltramonti,
Habib and Lallia are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules. Our independent
directors have regularly scheduled meetings at which only independent directors are present.
Item 14.
Principal Accountant Fees and Services.
Fees
for professional services provided by our independent registered public accounting firm since inception include:
For the
period Ended
December 31,
2021
Audit Fees(1)
70,850
Audit-Related Fees(2)
Tax Fees(3)
All
Other Fees(4)
Total
70,850
(1)
Audit
Fees. Audit fees consist of fees billed for professional services rendered
|
YOU are 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:
directors are present.
Item 14.
Principal Accountant Fees and Services.
Fees
for professional services provided by our independent registered public accounting firm since inception include:
For the
period Ended
December 31,
2021
Audit Fees(1)
70,850
Audit-Related Fees(2)
Tax Fees(3)
All
Other Fees(4)
Total
70,850
(1)
Audit
Fees. Audit fees consist of fees billed for professional services rendered by our independent
registered public accounting firm for the audit of our annual financial statements and review
of financial statements included in our Quarterly Reports on Form 10-Q or services that are
normally provided by our independent registered public accounting firm in connection with
statutory and regulatory filings or engagements.
(2)
Audit-Related
Fees. Audit-related fees consist of fees billed for assurance and related services that
are reasonably related to performance of the audit or review of our financial statements
and are not reported under “Audit Fees.” These services include attest services
that are not required by statute or regulation and consultation concerning financial accounting
and reporting standards.
(3)
Tax
Fees. Tax fees consist of fees billed for professional services rendered by
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
regulatory filings or engagements.
(2)
Audit-Related
Fees. Audit-related fees consist of fees billed for assurance and related services that
are reasonably related to performance of the audit or review of our financial statements
and are not reported under “Audit Fees.” These services include attest services
that are not required by statute or regulation and consultation concerning financial accounting
and reporting standards.
(3)
Tax
Fees. Tax fees consist of fees billed for professional services rendered by our independent
registered public accounting firm for tax compliance, tax advice, and tax planning.
(4)
All
Other Fees. All other fees consist of fees billed for all other services.
Policy
on Board Pre-Approval of Audit and Permissible Non-Audit Services of the Independent Auditors
The
audit committee is responsible for appointing, setting compensation and overseeing the work of our independent registered public accounting
firm. In recognition of this responsibility, the audit committee shall review and, in its sole discretion, pre-approve all audit and
permitted non-audit services to be provided by our independent registered public accounting firm as provided under the audit committee
charter.
77
PART
IV
Item 15.
Exhibits and Financial Statement Schedules
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
of the Independent Auditors
The
audit committee is responsible for appointing, setting compensation and overseeing the work of our independent registered public accounting
firm. In recognition of this responsibility, the audit committee shall review and, in its sole discretion, pre-approve all audit and
permitted non-audit services to be provided by our independent registered public accounting firm as provided under the audit committee
charter.
77
PART
IV
Item 15.
Exhibits and Financial Statement Schedules.
(a) The
following documents are filed as part of this Annual Report on Form 10-K:
Financial
Statements: See “Index to Financial Statements” at “Item 8. Financial Statements and Supplementary Data”
herein.
(b) Exhibits:
The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Annual Report on Form
10-K. Exhibits not incorporated by reference to a prior filing are designated by an asterisk (*); all exhibits not so designated are
incorporated by reference to a prior filing as indicated.
Exhibit Number
Description
3.1
Amended and Restated Memorandum and Articles of Association of Genesis Growth Tech Acquisition Corp. (incorporated by reference to Exhibit
|
YOU are 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:
exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Annual Report on Form
10-K. Exhibits not incorporated by reference to a prior filing are designated by an asterisk (*); all exhibits not so designated are
incorporated by reference to a prior filing as indicated.
Exhibit Number
Description
3.1
Amended and Restated Memorandum and Articles of Association of Genesis Growth Tech Acquisition Corp. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-41138) filed with the SEC on December 14, 2021).
4.1
Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (File No. 333-261248) filed with the SEC on November 19, 2021).
4.2
Specimen Class A Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1 (File No. 333-261248) filed with the SEC on November 19, 2021).
4.3
Specimen Private W
|
YOU are 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:
1 to the Company’s Registration Statement on Form S-1 (File No. 333-261248) filed with the SEC on November 19, 2021).
4.2
Specimen Class A Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1 (File No. 333-261248) filed with the SEC on November 19, 2021).
4.3
Specimen Private Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-1 (File No. 333-261248) filed with the SEC on November 19, 2021).
4.4
Specimen Public Warrant Certificate (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-1 (File No. 333-261248) filed with the SEC on November 19, 2021).
4.5
Public Warrant Agreement, dated December 8, 2021, between the Company and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form
|
YOU are 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:
arrant Certificate (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-1 (File No. 333-261248) filed with the SEC on November 19, 2021).
4.5
Public Warrant Agreement, dated December 8, 2021, between the Company and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-41138) filed with the SEC on December 14, 2021).
4.6
Private Warrant Agreement, dated December 8, 2021, between the Company and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K (File No. 001-41138) filed with the SEC on December 14, 2021).
4.7*
Description of Securities.
10.1
Letter Agreement, dated December 8, 2021, among the Company, its officers and directors, Nomura and the Sponsor (incorporated by reference to Exhibit 10.5 to the
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
warrant agent (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K (File No. 001-41138) filed with the SEC on December 14, 2021).
4.7*
Description of Securities.
10.1
Letter Agreement, dated December 8, 2021, among the Company, its officers and directors, Nomura and the Sponsor (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K (File No. 001-41138) filed with the SEC on December 14, 2021).
10.2
Investment Management Trust Agreement, dated December 8, 2021, between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-41138) filed with the SEC on December 14, 2021).
10.3
Registration Rights Agreement, dated December 8, 2021, among the Company, its officers and directors, and the Sponsor (incorporated by reference to Exhibit 10.2 to the Company’s Current
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-41138) filed with the SEC on December 14, 2021).
10.3
Registration Rights Agreement, dated December 8, 2021, among the Company, its officers and directors, and the Sponsor (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-41138) filed with the SEC on December 14, 2021).
10.4
Administrative Services Agreement, dated December 8, 2021, between the Company and the Sponsor (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No. 001-41138) filed with the SEC on December 14, 2021).
10.5
Private Placement Warrants Purchase Agreement, dated December 8, 2021, between the Company, the Sponsor and Nomura (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No.
|
YOU are 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:
ated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No. 001-41138) filed with the SEC on December 14, 2021).
10.5
Private Placement Warrants Purchase Agreement, dated December 8, 2021, between the Company, the Sponsor and Nomura (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 001-41138) filed with the SEC on December 14, 2021).
10.6
Form of Indemnification Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1 (File No. 333-261248) filed with the SEC on November 19, 2021).
31.1*
Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification of Principal Financial Officer pursuant to Rules 13a-14(a) 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:
333-261248) filed with the SEC on November 19, 2021).
31.1*
Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*
Inline XBRL Instance Document
101.SCH*
Inline XBRL Taxonomy Extension Schema Document
101.CAL*
Inline XBRL Tax
|
YOU are 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:
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*
Inline XBRL Instance Document
101.SCH*
Inline XBRL Taxonomy Extension Schema Document
101.CAL*
Inline XBRL Taxonomy Extension Calculation Linkbase
Document
101.DEF*
Inline XBRL Taxonomy Extension Definition Linkbase
Document
101.LAB*
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*
Inline XBRL Taxonomy Extension Presentation Linkbase
Document
104
Cover Page Interactive Data File (formatted as Inline
XBRL and contained in Exhibit 101)
78
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: April 15, 2022
GENESIS GROWTH TECH ACQUISITION
|
YOU are 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:
Cover Page Interactive Data File (formatted as Inline
XBRL and contained in Exhibit 101)
78
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: April 15, 2022
GENESIS GROWTH TECH ACQUISITION CORP.
By:
/s/ Eyal
Perez
Eyal Perez
Chief Executive Officer, Chief Financial Officer and Director
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the
following persons on behalf of the registrant in the capacities and on the dates indicated.
Name
Title
Date
/s/
Eyal Perez
Chief Executive Officer,
Chief Financial Officer and
April 15, 2022
Eyal Perez
Chairman of the Board of
Directors
(Principal
Executive Officer)
(Principal
Financial Officer and Principal Accounting Officer)
/s/
Michael Lahyani
Co-Executive Chairman 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:
been signed below by the
following persons on behalf of the registrant in the capacities and on the dates indicated.
Name
Title
Date
/s/
Eyal Perez
Chief Executive Officer,
Chief Financial Officer and
April 15, 2022
Eyal Perez
Chairman of the Board of
Directors
(Principal
Executive Officer)
(Principal
Financial Officer and Principal Accounting Officer)
/s/
Michael Lahyani
Co-Executive Chairman of
the Board, Chief Strategy Officer and
April 15, 2022
Michael
Lahyani
President
/s/
Simon Baker
Co-Executive Chairman of
the Board, Chief Operating Officer and
April 15, 2022
Simon Baker
Executive Head of M&A
/s/
Pierre-Etienne Lallia
Director
April 15, 2022
Pierre-Etienne Lallia
/s/
Massimo Prelz-Oltramonti
Director
April 15, 2022
Massimo Prelz-Oltramonti
/s/
Cem Habib
Director
April 15, 2022
Cem Habib
79
|
YOU are 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:
Baker
Executive Head of M&A
/s/
Pierre-Etienne Lallia
Director
April 15, 2022
Pierre-Etienne Lallia
/s/
Massimo Prelz-Oltramonti
Director
April 15, 2022
Massimo Prelz-Oltramonti
/s/
Cem Habib
Director
April 15, 2022
Cem Habib
79
|
YOU are 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-Q
Text:
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30,
2022
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to
__________
GENESIS GROWTH TECH ACQUISITION CORP.
(Exact name of registrant as specified in its
charter)
Cayman Islands
001-41138
98-1601264
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(IRS Employer
Identification No.)
Bahnhofstrasse 3 Hergiswil Nidwalden, Switzerland
6052
(Address Of Principal Executive Offices)
(Zip Code)
+41 78 607 99 01
Registrant’s telephone number, including
area code
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
|
YOU are 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-Q
Text:
1264
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(IRS Employer
Identification No.)
Bahnhofstrasse 3 Hergiswil Nidwalden, Switzerland
6052
(Address Of Principal Executive Offices)
(Zip Code)
+41 78 607 99 01
Registrant’s telephone number, including
area code
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant
GGAAU
The Nasdaq Stock Market LLC
Class A ordinary shares par value $0.0001 per share, included as part of the units
GGAA
The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share
GGAAW
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act 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-Q
Text:
value $0.0001 per share, included as part of the units
GGAA
The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share
GGAAW
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes ☐ No ☒
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated
|
YOU are 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-Q
Text:
by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant
is a shell company (as defined in Rule
|
YOU are 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-Q
Text:
.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒
No ☐
As of November 11, 2022, 25,300,000 Class A ordinary shares, par value
$0.0001 per share, and 6,325,000 Class B ordinary shares, par value $0.0001 per share, were issued and outstanding.
GENESIS GROWTH TECH ACQUISITION CORP.
Form 10-Q
Table of Contents
Page
PART
I. FINANCIAL INFORMATION
Item
1.
Condensed
Financial Statements
Condensed
Balance Sheets as of September 30, 2022 (Unaudited) and December 31, 2021
Unaudited
|
YOU are 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-Q
Text:
000 Class B ordinary shares, par value $0.0001 per share, were issued and outstanding.
GENESIS GROWTH TECH ACQUISITION CORP.
Form 10-Q
Table of Contents
Page
PART
I. FINANCIAL INFORMATION
Item
1.
Condensed
Financial Statements
Condensed
Balance Sheets as of September 30, 2022 (Unaudited) and December 31, 2021
Unaudited
Condensed Statements of Operations for the Three Months Ended September 30, 2022 and 2021, for the Nine Months Ended September 30,
2022 and for the Period From March 17, 2021 (Inception) Through September 30, 2021
Unaudited
Condensed Statements of Changes in Shareholders’ Deficit for the Three and Nine Months Ended September 30, 2022, for the Three
Months Ended September 30, 2021 and for the Period From March 17, 2021 (Inception) Through September 30, 2021
Unaudited
Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2022
|
YOU are 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-Q
Text:
30, 2021
Unaudited
Condensed Statements of Changes in Shareholders’ Deficit for the Three and Nine Months Ended September 30, 2022, for the Three
Months Ended September 30, 2021 and for the Period From March 17, 2021 (Inception) Through September 30, 2021
Unaudited
Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2022 and for the Period From March 17, 2021 (Inception)
Through September 30, 2021
Notes
to Unaudited Condensed Financial Statements
Item
2.
Management’s
Discussion and Analysis of Financial Condition and Results of Operations
19
Item
3.
Quantitative
and Qualitative Disclosures About Market Risk
24
Item
4.
Controls
and Procedures
24
PART
II. OTHER INFORMATION
Item
1.
Legal
Proceedings
25
Item
1A.
Risk
Factors
25
Item
2.
Unregistered
Sales of Equity Securities and Use of Proceeds from Registered Securities
26
|
YOU are 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-Q
Text:
of Operations
19
Item
3.
Quantitative
and Qualitative Disclosures About Market Risk
24
Item
4.
Controls
and Procedures
24
PART
II. OTHER INFORMATION
Item
1.
Legal
Proceedings
25
Item
1A.
Risk
Factors
25
Item
2.
Unregistered
Sales of Equity Securities and Use of Proceeds from Registered Securities
26
Item
3.
Defaults
Upon Senior Securities
27
Item
4.
Mine
Safety Disclosures
27
Item
5.
Other
Information
27
Item
6.
Exhibits
28
PART I. FINANCIAL INFORMATION
Item 1. Condensed Financial Statements
GENESIS GROWTH TECH ACQUISITION CORP.
CONDENSED BALANCE SHEETS
September 30, 2022
December 31, 2021
(unaudited)
Assets:
Current assets:
Cash
1,338,005
2,325,000
Prepaid expenses
183,561
44,133
Total current assets
1,521,566
2
|
YOU are 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-Q
Text:
I. FINANCIAL INFORMATION
Item 1. Condensed Financial Statements
GENESIS GROWTH TECH ACQUISITION CORP.
CONDENSED BALANCE SHEETS
September 30, 2022
December 31, 2021
(unaudited)
Assets:
Current assets:
Cash
1,338,005
2,325,000
Prepaid expenses
183,561
44,133
Total current assets
1,521,566
2,369,133
Investments held in Trust Account
258,284,967
256,795,678
Total Assets
259,806,533
259,164,811
Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit:
Current liabilities:
Accounts payable
1,392,843
319,628
Accrued expenses
178,000
94,742
Note payable - related party
228,077
Total current liabilities
1,570,843
642,447
Deferred underwriting commissions
13,915,000
13,915,000
Total Liabilities
15,485,843
14,557,447
Commitments and Contingencies
Class A ordinary shares subject 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-Q
Text:
:
Current liabilities:
Accounts payable
1,392,843
319,628
Accrued expenses
178,000
94,742
Note payable - related party
228,077
Total current liabilities
1,570,843
642,447
Deferred underwriting commissions
13,915,000
13,915,000
Total Liabilities
15,485,843
14,557,447
Commitments and Contingencies
Class A ordinary shares subject to possible redemption; 25,300,000 shares at redemption value of approximately $10.20 and $10.15 per share at September 30, 2022 and December 31, 2021, respectively
258,184,967
256,795,000
Shareholders’ Deficit:
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; no non-redeemable shares issued or outstanding
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 6,325,000 shares issued and outstanding
|
YOU are 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-Q
Text:
Shareholders’ Deficit:
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; no non-redeemable shares issued or outstanding
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 6,325,000 shares issued and outstanding
633
633
Additional paid-in capital
Accumulated deficit
(13,864,910
(12,188,269
Total shareholders’ deficit
(13,864,277
(12,187,636
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit
259,806,533
259,164,811
The accompanying notes are an integral part
of these unaudited condensed financial statements.
GENESIS GROWTH TECH ACQUISITION CORP.
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
For the Three Months ended September 30,
For the Nine Months ended September 30,
For the Period from March 17, 2021 (Inception) through September
|
YOU are 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-Q
Text:
to Possible Redemption and Shareholders’ Deficit
259,806,533
259,164,811
The accompanying notes are an integral part
of these unaudited condensed financial statements.
GENESIS GROWTH TECH ACQUISITION CORP.
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
For the Three Months ended September 30,
For the Nine Months ended September 30,
For the Period from March 17, 2021 (Inception) through September 30,
2022
2021
2022
2021
General and administrative expenses
1,101,589
2,668
1,685,963
34,625
General and administrative expenses - related party
30,000
90,000
Loss from operations
(1,131,589
(2,668
(1,775,963
(34,625
Other income:
Paid-in-kind interest income on investments held in Trust Account
1,136,330
1,489,289
Total other income
1,136,330
1,489,289
Net income (loss)
4,741
(2,668
(286,674
(34,625
Weighted average 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-Q
Text:
Loss from operations
(1,131,589
(2,668
(1,775,963
(34,625
Other income:
Paid-in-kind interest income on investments held in Trust Account
1,136,330
1,489,289
Total other income
1,136,330
1,489,289
Net income (loss)
4,741
(2,668
(286,674
(34,625
Weighted average Class A ordinary shares - basic and diluted
25,300,000
25,300,000
Basic and diluted net income (loss) per share, Class A ordinary shares
0.00
(0.01
Weighted average Class B ordinary shares - basic and diluted
6,325,000
5,500,000
6,325,000
3,555,556
Basic and diluted net income (loss) per share, Class B ordinary shares
0.00
(0.00
(0.01
(0.01
The accompanying notes are an integral part
of these unaudited condensed financial statements.
GENESIS GROWTH TECH ACQUISITION CORP.
UNAUDITED CONDENSED STATEMENTS OF CH
|
YOU are 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-Q
Text:
6,325,000
5,500,000
6,325,000
3,555,556
Basic and diluted net income (loss) per share, Class B ordinary shares
0.00
(0.00
(0.01
(0.01
The accompanying notes are an integral part
of these unaudited condensed financial statements.
GENESIS GROWTH TECH ACQUISITION CORP.
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN
SHAREHOLDERS’ DEFICIT
For
the Three AND NINE Months Ended SEPTEMBER 30, 2022
Ordinary Shares
Additional
Total
Class A
Class B
Paid-in
Accumulated
Shareholders’
Shares
Amount
Shares
Amount
Capital
Deficit
Deficit
Balance - December 31, 2021
6,325,000
633
(12,188,269
(12,187,636
Net loss
(206,237
(206,237
Balance - March 31, 2022 (unaudited)
6,325,000
633
(12,394,506
(12,393,873
Increase in redemption 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-Q
Text:
Amount
Shares
Amount
Capital
Deficit
Deficit
Balance - December 31, 2021
6,325,000
633
(12,188,269
(12,187,636
Net loss
(206,237
(206,237
Balance - March 31, 2022 (unaudited)
6,325,000
633
(12,394,506
(12,393,873
Increase in redemption value of Class A ordinary shares subject to possible redemption
(253,637
(253,637
Net loss
(85,178
(85,178
Balance - June 30, 2022 (unaudited)
6,325,000
633
(12,733,321
(12,732,688
Increase in redemption value of Class A ordinary shares subject to possible redemption
(1,136,330
(1,136,330
Net income
4,741
4,741
Balance - September 30, 2022 (unaudited)
6,325,000
633
(13,864,910
(13,864,277
For
the Three Months Ended SEPTEMBER 30,
|
YOU are 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-Q
Text:
12,733,321
(12,732,688
Increase in redemption value of Class A ordinary shares subject to possible redemption
(1,136,330
(1,136,330
Net income
4,741
4,741
Balance - September 30, 2022 (unaudited)
6,325,000
633
(13,864,910
(13,864,277
For
the Three Months Ended SEPTEMBER 30, 2021 and for the period from
March
17, 2021 (inception) through SEPTEMBER 30, 2021
Ordinary Shares
Additional
Total
Class A
Class B
Paid-in
Accumulated
Shareholders’
Shares
Amount
Shares
Amount
Capital
Deficit
Deficit
Balance - March 17, 2021 (inception)
Net loss
Balance - March 31, 2021 (unaudited)
Issuance of Class B ordinary shares to Sponsor
6,325,000
633
24,367
25,000
Net loss
(31,957
(31,957
Balance - June 30, 2021 (un
|
YOU are 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-Q
Text:
Amount
Shares
Amount
Capital
Deficit
Deficit
Balance - March 17, 2021 (inception)
Net loss
Balance - March 31, 2021 (unaudited)
Issuance of Class B ordinary shares to Sponsor
6,325,000
633
24,367
25,000
Net loss
(31,957
(31,957
Balance - June 30, 2021 (unaudited)
6,325,000
633
24,367
(31,957
(6,957
Net loss
(2,668
(2,668
Balance - September 30, 2021 (unaudited)
6,325,000
633
24,367
(34,625
(9,625
The accompanying notes are an integral part
of these unaudited condensed financial statements.
GENESIS GROWTH TECH ACQUISITION CORP.
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
For the nine months ended September 30, 2022
For the Period from March 17, 2021 (Inception) through September 30, 2021
|
YOU are 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-Q
Text:
000
633
24,367
(34,625
(9,625
The accompanying notes are an integral part
of these unaudited condensed financial statements.
GENESIS GROWTH TECH ACQUISITION CORP.
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
For the nine months ended September 30, 2022
For the Period from March 17, 2021 (Inception) through September 30, 2021
Cash Flows from Operating Activities:
Net loss
(286,674
(34,625
Adjustments to reconcile net loss to net cash used in operating activities:
General and administrative expenses paid by Sponsor in exchange for issuance of Class B ordinary shares
25,000
Paid-in-kind interest income on investments held in Trust Account
(1,489,289
Changes in operating assets:
Prepaid expenses
(139,428
Accounts payable
976,415
Accrued expenses
83,258
2,669
Net cash used in operating activities
(855,718
(6,956
Cash Flows from Financing Activities:
Repayment of note payable to related party
(228,077
Proceeds from note payable to related party
|
YOU are 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-Q
Text:
Paid-in-kind interest income on investments held in Trust Account
(1,489,289
Changes in operating assets:
Prepaid expenses
(139,428
Accounts payable
976,415
Accrued expenses
83,258
2,669
Net cash used in operating activities
(855,718
(6,956
Cash Flows from Financing Activities:
Repayment of note payable to related party
(228,077
Proceeds from note payable to related party
6,956
Offering costs
96,800
Net cash provided by (used in) financing activities
(131,277
6,956
Net change in cash
(986,995
Cash - beginning of the period
2,325,000
Cash - end of the period
1,338,005
Supplemental disclosure of noncash financing activities:
Offering costs paid by related party under promissory note
311,572
Offering costs included in accrued expenses
20,500
Prepaid expenses paid by Sponsor in exchange for issuance of Class B ordinary shares
25,000
Increase in redemption value of Class A ordinary shares subject to possible redemption
1,389,967
The accompanying notes are an integral part
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-Q
Text:
- end of the period
1,338,005
Supplemental disclosure of noncash financing activities:
Offering costs paid by related party under promissory note
311,572
Offering costs included in accrued expenses
20,500
Prepaid expenses paid by Sponsor in exchange for issuance of Class B ordinary shares
25,000
Increase in redemption value of Class A ordinary shares subject to possible redemption
1,389,967
The accompanying notes are an integral part
of these unaudited condensed financial statements.
GENESIS GROWTH TECH ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED
FINANCIAL STATEMENTS
Note 1 - Description of Organization and Business Operations
Genesis Growth Tech Acquisition Corp. (the “Company”)
was incorporated as a Cayman Islands exempted company on March 17, 2021. Genesis Growth Tech Acquisition Corp. was incorporated for the purpose of effecting a merger,
share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities
(the “Business Combination”). Genesis Growth Tech Acquisition Corp. is an emerging growth company and, as such, the Company is subject to all of the
risks associated with emerging growth companies.
As of September 30,
|
YOU are 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-Q
Text:
the “Company”)
was incorporated as a Cayman Islands exempted company on March 17, 2021. Genesis Growth Tech Acquisition Corp. was incorporated for the purpose of effecting a merger,
share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities
(the “Business Combination”). Genesis Growth Tech Acquisition Corp. is an emerging growth company and, as such, the Company is subject to all of the
risks associated with emerging growth companies.
As of September 30, 2022, the Company had not
commenced any operations. All activity for the period from March 17, 2021 (inception) through September 30, 2022, relates to the Company’s
formation and the initial public offering (the “Initial Public Offering”) described below, and, subsequent to the Initial
Public Offering, identifying a target company for a Business Combination. Genesis Growth Tech Acquisition Corp. will not generate any operating revenues until after
the completion of its initial Business Combination, at the earliest. Genesis Growth Tech Acquisition Corp. generates non-operating income from the proceeds derived
from the Initial Public Offering and placed in a Trust Account (as defined below). Genesis Growth Tech Acquisition Corp. has selected December 31 as its fiscal
year end.
Upon the closing of the Initial Public Offering,
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-Q
Text:
Public Offering”) described below, and, subsequent to the Initial
Public Offering, identifying a target company for a Business Combination. Genesis Growth Tech Acquisition Corp. will not generate any operating revenues until after
the completion of its initial Business Combination, at the earliest. Genesis Growth Tech Acquisition Corp. generates non-operating income from the proceeds derived
from the Initial Public Offering and placed in a Trust Account (as defined below). Genesis Growth Tech Acquisition Corp. has selected December 31 as its fiscal
year end.
Upon the closing of the Initial Public Offering,
the over-allotment and the Private Placement, $256.8 million (or $10.15 per Unit) of the net proceeds of the sale of the Units in the
Initial Public Offering, the over-allotment and the Private Placement Warrants in the Private Placement were placed in a trust account
(“Trust Account”), located in the United States, with Continental Stock Transfer & Trust Company acting as trustee, and
will invest only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company
Act 1940, as amended (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
|
YOU are 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-Q
Text:
placed in a trust account
(“Trust Account”), located in the United States, with Continental Stock Transfer & Trust Company acting as trustee, and
will invest only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company
Act 1940, as amended (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 that invest only in direct U.S. government treasury obligations.
Except with respect to interest and other income earned on the funds held in the Trust Account that may be released to the Company to
pay taxes, if any, and up to $100,000 for dissolution costs, the proceeds from the Initial Public Offering, the over-allotment and the
sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (i) the completion of an initial
Business Combination, (ii) the redemption of the Company’s public shares if the Company does not complete an initial Business Combination
within the Combination Period (as defined below), subject to applicable law, or (iii) the redemption of the Company’s Public Shares
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-Q
Text:
for dissolution costs, the proceeds from the Initial Public Offering, the over-allotment and the
sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (i) the completion of an initial
Business Combination, (ii) the redemption of the Company’s public shares if the Company does not complete an initial Business Combination
within the Combination Period (as defined below), subject to applicable law, or (iii) the redemption of the Company’s Public Shares
properly submitted in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum
and articles of association.
GENESIS GROWTH TECH ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Genesis Growth Tech Acquisition Corp.’s management has broad discretion
with respect to the specific application of the net proceeds of the Initial Public Offering, the over-allotment and the sale of Private
Placement Warrants. Although substantially all of the net proceeds are intended to be applied generally towards consummating a Business
Combination, there is no assurance that the Company will be able to complete a Business Combination successfully. Genesis Growth Tech Acquisition Corp. must complete
one or more initial Business Combinations having an aggregate fair market value of at
|
YOU are 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-Q
Text:
Genesis Growth Tech Acquisition Corp.’s management has broad discretion
with respect to the specific application of the net proceeds of the Initial Public Offering, the over-allotment and the sale of Private
Placement Warrants. Although substantially all of the net proceeds are intended to be applied generally towards consummating a Business
Combination, there is no assurance that the Company will be able to complete a Business Combination successfully. Genesis Growth Tech Acquisition Corp. must complete
one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account
(excluding the deferred underwriting commissions and taxes payable on the interest and other income earned on the Trust Account) at the
time of signing a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a
Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or
otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under
the Investment Company Act.
Genesis Growth Tech Acquisition Corp. will provide holders (the “Public
Shareholders”) of its Public Shares, with the opportunity to redeem all or a portion of their Public Shares upon the completion
of 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-Q
Text:
will only complete a
Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or
otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under
the Investment Company Act.
Genesis Growth Tech Acquisition Corp. will provide holders (the “Public
Shareholders”) of its Public Shares, with the opportunity to redeem all or a portion of their Public Shares upon the completion
of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means
of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender
offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem all or a portion of their
Public Shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination,
including interest and other income earned on the funds held in the Trust Account and not previously released to the Company to pay the
Company’s income
|
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