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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:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-Q
Text:
of annuities for participants to cover all benefit
liabilities. The Cooperative anticipates that the process of terminating the
plan will conclude in July 2024.
The plan’s fair value and benefit obligation will vary over
time as a result of changes in market interest rates, the life expectancy of
plan participants, and benefit payments. As of December 31, 2022, the plan had a
total fair value of $704,000 and a benefit obligation of $636,000. As of
December 31, 2021, the plan had a total fair value of $910,000 and a benefit
obligation of $718,000.
For the three-month periods ended March 31, 2023 and 2022, the
Cooperative made $0 in contributions. The Cooperative does not anticipate making
a contribution in 2023. Contributions in 2022 totaled $0.
NOTE 6 REVENUE RECOGNITION
The Cooperative derives revenue from two sources: operations
related to the marketing of members’ corn and income derived from the
Cooperative’s membership interest in ProGold LLC. The Cooperative recognizes
revenue from its corn marketing operations equal to the value of
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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-Q
Text:
2022, the
Cooperative made $0 in contributions. The Cooperative does not anticipate making
a contribution in 2023. Contributions in 2022 totaled $0.
NOTE 6 REVENUE RECOGNITION
The Cooperative derives revenue from two sources: operations
related to the marketing of members’ corn and income derived from the
Cooperative’s membership interest in ProGold LLC. The Cooperative recognizes
revenue from its corn marketing operations equal to the value of the corn that
is delivered to Cargill and certain purchased corn and agency fees paid by
members.
Identify Contracts with Customers
Annually, the Cooperative is required to deliver approximately 15,490,480
bushels of corn to Cargill for processing at the ProGold LLC wet-milling facility. To fulfill that requirement, the Cooperative’s
members are contractually obligated to annually deliver corn to the Cooperative by either Method A or Method B or a combination of both.
Under Method A, a member is required to physically deliver corn to the Cooperative and under Method B a member appoints the Cooperative
as its agent to arrange for the acquisition and delivery of corn on the member’s behalf. The Cooperative contractually appoints
Cargill as its
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-Q
Text:
at the ProGold LLC wet-milling facility. To fulfill that requirement, the Cooperative’s
members are contractually obligated to annually deliver corn to the Cooperative by either Method A or Method B or a combination of both.
Under Method A, a member is required to physically deliver corn to the Cooperative and under Method B a member appoints the Cooperative
as its agent to arrange for the acquisition and delivery of corn on the member’s behalf. The Cooperative contractually appoints
Cargill as its agent to arrange for the delivery of the corn by its members who elect to deliver corn using Method A and to acquire corn
on its behalf for its members who elect to deliver corn using Method B. In exchange for these services, the Cooperative pays an annual
fee of $60,000, paid in quarterly installments.
4
Performance Obligations
Members who deliver corn under Method A are paid the market
price or contracted price for their corn at the time of delivery, as well as an
incentive payment of $.10 per bushel. Cargill pays the aggregate purchase price
for corn purchased from the Cooperative’s members to the Cooperative and then,
on the Cooperative’s behalf, makes individual payments for corn and incentive
payments directly to the Cooperative’s
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-Q
Text:
,000, paid in quarterly installments.
4
Performance Obligations
Members who deliver corn under Method A are paid the market
price or contracted price for their corn at the time of delivery, as well as an
incentive payment of $.10 per bushel. Cargill pays the aggregate purchase price
for corn purchased from the Cooperative’s members to the Cooperative and then,
on the Cooperative’s behalf, makes individual payments for corn and incentive
payments directly to the Cooperative’s members. In the event a member who has
elected to deliver corn by Method A delivers to Cargill less than its committed
amount of corn, the quantity of the shortfall is then purchased and delivered by
Cargill on the Cooperative’s behalf. The purchase price is equal to the average
price reported for Method A corn for the final month of the year. In addition,
the Method A member with a shortfall will be charged a purchased corn fee and
agency fee determined by the Cooperative’s Board of Directors. The aggregate
purchase price for corn purchased from the Cooperative’s members, plus any
applicable purchased corn fee and agency fee comprise Method A corn revenue. At
the end of each month, Cargill reports the number of Method A bushels
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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:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-Q
Text:
is equal to the average
price reported for Method A corn for the final month of the year. In addition,
the Method A member with a shortfall will be charged a purchased corn fee and
agency fee determined by the Cooperative’s Board of Directors. The aggregate
purchase price for corn purchased from the Cooperative’s members, plus any
applicable purchased corn fee and agency fee comprise Method A corn revenue. At
the end of each month, Cargill reports the number of Method A bushels delivered
and the average daily price paid for corn that Cargill purchased from Members on
the Cooperative’s behalf. The product of the number of bushels delivered
multiplied by the average monthly market price is reported as Method A corn
expense. The incentive payment is also a component of Method A corn expense.
Members who elect Method B to deliver corn pay the Cooperative
a $.02 per bushel agency fee for the cost of having the Cooperative deliver corn
on their behalf. Cargill acquires the corn as the Cooperative’s agent. Method B
corn revenue will be equal to the price paid by Cargill to acquire the corn from
the Cooperative, plus the member agency fee. Corn expense for Method B
deliveries will be the weighted average price
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-Q
Text:
a component of Method A corn expense.
Members who elect Method B to deliver corn pay the Cooperative
a $.02 per bushel agency fee for the cost of having the Cooperative deliver corn
on their behalf. Cargill acquires the corn as the Cooperative’s agent. Method B
corn revenue will be equal to the price paid by Cargill to acquire the corn from
the Cooperative, plus the member agency fee. Corn expense for Method B
deliveries will be the weighted average price for Method A corn during the
quarter multiplied by the number of Method B bushels purchased during the
quarter.
Variable Consideration
The Cooperative’s Board of Directors has the discretion to
change the member incentive payment, purchased corn and agency fees based on the
Cooperative’s corn delivery needs. The Cargill agency fee is also a component of
corn expense.
Significant Judgments
The evaluation of contracts with customers, performance
obligations, and variable consideration requires significant judgment. The
decision to combine contracts or separate a combined or single contract into
multiple performance obligations could change the amount of revenue and profit
recorded in a given period.
31.3 million and
$30.3 million,
respectively. Disaggregated revenue for the three
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-Q
Text:
corn delivery needs. The Cargill agency fee is also a component of
corn expense.
Significant Judgments
The evaluation of contracts with customers, performance
obligations, and variable consideration requires significant judgment. The
decision to combine contracts or separate a combined or single contract into
multiple performance obligations could change the amount of revenue and profit
recorded in a given period.
31.3 million and
$30.3 million,
respectively. Disaggregated revenue for the three-month periods ended March 31,
2023 and 2022 is as follows: revenue from
Method A deliveries totaled
$12.8
million and
$11.8 million, respectively; and revenue from
Method B deliveries
totaled
$18.5 million and
$18.5 million, respectively.
NOTE 7 DISTRIBUTIONS TO MEMBERS
On February 24, 2023, the Cooperative made distributions to its
members totaling $2,478,477 or $0.16 per outstanding membership unit. On
February 16, 2022, the Cooperative made distributions to its members totaling
$2,168,667, or $0.14 per outstanding membership unit.
NOTE 8 LINE OF 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:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-Q
Text:
million and
$18.5 million, respectively.
NOTE 7 DISTRIBUTIONS TO MEMBERS
On February 24, 2023, the Cooperative made distributions to its
members totaling $2,478,477 or $0.16 per outstanding membership unit. On
February 16, 2022, the Cooperative made distributions to its members totaling
$2,168,667, or $0.14 per outstanding membership unit.
NOTE 8 LINE OF CREDIT
The Cooperative has a $2,000,000 line of credit with a variable
interest rate. This line of credit matures on October 16, 2024. The line of
credit is secured by the investment management agency account for the
Cooperative maintained by Bell Bank. There was no outstanding balance as of
March 31, 2023 or December 31, 2022.
NOTE 9 COMMITMENTS AND CONTINGENCIES
The Cooperative contracts with Cargill in connection with the procurement of corn and other agency services
for an annual fee of $60,000,
which is paid by the Cooperative to Cargill in quarterly installments. 4
The agreements between Cargill and the Cooperative terminate concurrently with Carg
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-Q
Text:
Bell Bank. There was no outstanding balance as of
March 31, 2023 or December 31, 2022.
NOTE 9 COMMITMENTS AND CONTINGENCIES
The Cooperative contracts with Cargill in connection with the procurement of corn and other agency services
for an annual fee of $60,000,
which is paid by the Cooperative to Cargill in quarterly installments. 4
The agreements between Cargill and the Cooperative terminate concurrently with Cargill’s Second Amended and Restated
Facility Lease with ProGold LLC, as amended, which terminates on December 31, 2026.
NOTE 10 SUBSEQUENT EVENTS
The Cooperative has evaluated events through the date the
financial statements were issued for potential recognition or disclosure in the
March 31, 2023 financial statements and concluded that no subsequent events have
occurred that would require recognition in the March 31, 2023 financial
statements.
Item 2. Management’s Discussion and Analysis of Financial
Condition and Results of Operations
Forward Looking Statements
The following discussion and
analysis should be read in conjunction with the financial statements and notes
thereto included in Item 1 of Part I of this Quarterly Report on Form
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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:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-Q
Text:
potential recognition or disclosure in the
March 31, 2023 financial statements and concluded that no subsequent events have
occurred that would require recognition in the March 31, 2023 financial
statements.
Item 2. Management’s Discussion and Analysis of Financial
Condition and Results of Operations
Forward Looking Statements
The following discussion and
analysis should be read in conjunction with the financial statements and notes
thereto included in Item 1 of Part I of this Quarterly Report on Form 10-Q and
the audited consolidated financial statements and related notes thereto and Item
7, Management’s Discussion and Analysis of Financial Conditions and Results of Operations, included in the Cooperative’s
Annual Report Form on 10-K for the fiscal year ended December 31, 2022. This
Quarterly Report on Form 10-Q contains forward-looking statements that involve
risks and uncertainties. Such forward-looking statements include, among others,
those statements including the words “expect”, “anticipate”, “believe”, “may”
and similar expressions. The Cooperative’s actual results or actions could and
likely will differ materially from those anticipated in the forward-looking
statements for many reasons, including but not limited to: (i) the impact of the
Co
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-Q
Text:
2022. This
Quarterly Report on Form 10-Q contains forward-looking statements that involve
risks and uncertainties. Such forward-looking statements include, among others,
those statements including the words “expect”, “anticipate”, “believe”, “may”
and similar expressions. The Cooperative’s actual results or actions could and
likely will differ materially from those anticipated in the forward-looking
statements for many reasons, including but not limited to: (i) the impact of the
Cooperative’s joint ownership interest in ProGold LLC following Cargill’s
acquisition of a 50% interest in ProGold LLC; (ii) fluctuations in the market
price per bushel of corn; (iii) the impact of the war in Ukraine; (iv) the
effect of inflation as well as general economic conditions; and (v) other
factors described from time to time in the Cooperative’s Securities and Exchange
Commission filings. The Cooperative does not intend to update the
forward-looking statements contained in this Quarterly Report on Form 10-Q other
than as required by law and qualifies all of its forward-looking statements by
these cautionary statements.
Overview
Golden Growers Cooperative is a
value-added agricultural cooperative association governed under Minnesota
Stat
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-Q
Text:
) the
effect of inflation as well as general economic conditions; and (v) other
factors described from time to time in the Cooperative’s Securities and Exchange
Commission filings. The Cooperative does not intend to update the
forward-looking statements contained in this Quarterly Report on Form 10-Q other
than as required by law and qualifies all of its forward-looking statements by
these cautionary statements.
Overview
Golden Growers Cooperative is a
value-added agricultural cooperative association governed under Minnesota
Statutes Chapter 308B owned by 1,472 members in the business of providing value
to its members by facilitating their delivery of corn to the corn wet-milling
facility owned by ProGold Limited Liability Company (“ProGold LLC”), a Minnesota
limited liability company in which the Cooperative and Cargill Incorporated
(“Cargill”) each own a 50% membership interest. The Cooperative accomplishes its
business on behalf of its members through its contractual relationships with all
of the parties involved in the ownership and operation of the facility.
Annually, the Cooperative is required to deliver approximately 15,490,480
bushels of corn to Cargill for processing at the ProGold LLC facility.
Ownership in ProGold. From an income production
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-Q
Text:
the Cooperative and Cargill Incorporated
(“Cargill”) each own a 50% membership interest. The Cooperative accomplishes its
business on behalf of its members through its contractual relationships with all
of the parties involved in the ownership and operation of the facility.
Annually, the Cooperative is required to deliver approximately 15,490,480
bushels of corn to Cargill for processing at the ProGold LLC facility.
Ownership in ProGold. From an income production
perspective, the Cooperative’s membership interest in ProGold LLC is its primary
asset that, in addition to giving the Cooperative the right to receive
distributions from ProGold LLC, also provides the Cooperative’s members with
additional value for the delivery of their corn for processing. Prior to March
1, 2022, the Cooperative and American Crystal Sugary Company (“American
Crystal”) owned a 49% interest and 51% in ProGold LLC, respectively. In
connection with its interest in ProGold LLC, the Cooperative has the right and
obligation to deliver corn to be processed at the wet-milling facility. On April
4, 2017, the Cooperative, Cargill, and American Crystal entered into a Consent
Agreement
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-Q
Text:
Prior to March
1, 2022, the Cooperative and American Crystal Sugary Company (“American
Crystal”) owned a 49% interest and 51% in ProGold LLC, respectively. In
connection with its interest in ProGold LLC, the Cooperative has the right and
obligation to deliver corn to be processed at the wet-milling facility. On April
4, 2017, the Cooperative, Cargill, and American Crystal entered into a Consent
Agreement, effective on January 1, 2018 (the “Consent Agreement”), relating to
the lease of ProGold LLC’s wet-milling facility to Cargill and the Cooperative’s
interest in ProGold LLC. On the same day, Cargill and American Crystal entered
into an Option Agreement, effective on January 1, 2018 (the “Option Agreement”),
detailing the price, term and other conditions under which American Crystal
granted to Cargill an exclusive option (the “Option”) to purchase a 50% interest
in ProGold LLC from American Crystal during the first four years of the lease.
Under the Consent Agreement, the Cooperative approved and consented to the
transfer of the 50% interest in ProGold
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-Q
Text:
Crystal entered
into an Option Agreement, effective on January 1, 2018 (the “Option Agreement”),
detailing the price, term and other conditions under which American Crystal
granted to Cargill an exclusive option (the “Option”) to purchase a 50% interest
in ProGold LLC from American Crystal during the first four years of the lease.
Under the Consent Agreement, the Cooperative approved and consented to the
transfer of the 50% interest in ProGold LLC from American Crystal to Cargill in
the event Cargill exercised its option. The Cooperative also secured the right
to purchase American Crystal’s remaining 1% interest in ProGold LLC for a base
price ranging from $1.3 million to $1.7 million, depending on when Cargill
notified American Crystal of its intention to exercise its option. The
Cooperative would also be required to pay to American Crystal a capital
adjustment in an amount equal to 1% of the portion of costs that had not been
paid by Cargill to ProGold LLC through additional rent with respect to certain
projects at the facility.
Cargill exercised its Option
under the Option Agreement to purchase a 50% interest in Pro
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-Q
Text:
7 million, depending on when Cargill
notified American Crystal of its intention to exercise its option. The
Cooperative would also be required to pay to American Crystal a capital
adjustment in an amount equal to 1% of the portion of costs that had not been
paid by Cargill to ProGold LLC through additional rent with respect to certain
projects at the facility.
Cargill exercised its Option
under the Option Agreement to purchase a 50% interest in ProGold LLC from
American Crystal. Simultaneously with the exercise of the Option, the
Cooperative, pursuant to the Consent Agreement, elected to purchase American
Crystal’s remaining 1% interest in ProGold LLC. As a result of these
transactions, effective March 1, 2022, the Cooperative and Cargill each own a
50% interest in ProGold LLC.
In connection with the Option
exercise, the Cooperative, Cargill and ProGold LLC entered into that certain
ProGold Limited Liability Company Agreement (the “Operating Agreement”),
effective March 1, 2022, in order to set forth the structure, governance and
operation of ProGold LLC according to certain operational principles and other
guidelines described in the Consent Agreement
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-Q
Text:
1, 2022, the Cooperative and Cargill each own a
50% interest in ProGold LLC.
In connection with the Option
exercise, the Cooperative, Cargill and ProGold LLC entered into that certain
ProGold Limited Liability Company Agreement (the “Operating Agreement”),
effective March 1, 2022, in order to set forth the structure, governance and
operation of ProGold LLC according to certain operational principles and other
guidelines described in the Consent Agreement. Beginning March 1, 2022, the
Cooperative will be allocated 50% of the profits and losses of ProGold LLC and
will be entitled to receive 50% of any cash that is distributed to ProGold LLC’s
members.
For more information relating to
the Cooperative’s ownership interest in ProGold LLC, please refer to Part I,
Item 1 of the Cooperative’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2022.
ProGold Facility Lease.
ProGold LLC leases its corn wet milling facility to Cargill, which uses the
facility to process corn into high fructose corn syrup. In connection with the
Option exercise, ProGold LLC and Cargill entered into that certain
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-Q
Text:
relating to
the Cooperative’s ownership interest in ProGold LLC, please refer to Part I,
Item 1 of the Cooperative’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2022.
ProGold Facility Lease.
ProGold LLC leases its corn wet milling facility to Cargill, which uses the
facility to process corn into high fructose corn syrup. In connection with the
Option exercise, ProGold LLC and Cargill entered into that certain First
Amendment to Second Amended and Restated Facility Lease, effective March 1,
2022, which extended the term of the Facility Lease through December 31,
2026.
Membership and Delivery
Obligations. Any person residing in the United States can own membership
units of the Cooperative (“Units”) as long as that person delivers or provides
for the delivery of corn for processing at the ProGold LLC facility. Ownership
of Units requires members to deliver bushels of corn to the Cooperative for
processing in proportion to the number of Units each member holds. Currently,
15,490,480 Units are issued and outstanding. The Cooperative’s income and losses
are allocated to its members based on the volume of corn they deliver. Subject
to certain limitations
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-Q
Text:
membership
units of the Cooperative (“Units”) as long as that person delivers or provides
for the delivery of corn for processing at the ProGold LLC facility. Ownership
of Units requires members to deliver bushels of corn to the Cooperative for
processing in proportion to the number of Units each member holds. Currently,
15,490,480 Units are issued and outstanding. The Cooperative’s income and losses
are allocated to its members based on the volume of corn they deliver. Subject
to certain limitations, as long as a member patronizes the Cooperative by
delivering one (1) bushel of corn for each Unit held by the member, the member
will be allocated a corresponding portion of the Cooperative’s income (or loss).
In this way, the Cooperative operates on a cooperative basis.
To hold Units, a member is
required to execute a Uniform Member Agreement that obligates the member to
deliver corn to the Cooperative and an Annual Delivery Agreement by which each
member annually elects the member’s method to deliver corn - either Method A or
Method B, or a combination of both. Under Method A, a member is required to
physically deliver the required bushels of corn to the Cooperative either at the
facility or another location designated by the Cooperative
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-Q
Text:
a cooperative basis.
To hold Units, a member is
required to execute a Uniform Member Agreement that obligates the member to
deliver corn to the Cooperative and an Annual Delivery Agreement by which each
member annually elects the member’s method to deliver corn - either Method A or
Method B, or a combination of both. Under Method A, a member is required to
physically deliver the required bushels of corn to the Cooperative either at the
facility or another location designated by the Cooperative. Under Method B, a
member appoints the Cooperative as its agent to arrange for the acquisition and
delivery of the required bushels of corn on the member’s behalf. The Cooperative
appoints Cargill as its agent to arrange for the delivery of the corn by members
who elect to deliver corn using Method A, and the Cooperative appoints Cargill
as its agent to acquire corn on the Cooperative’s behalf for members who elect
to deliver corn using Method B. If a member elects to deliver corn using Method
B, the price per bushel the Cooperative pays to the member is equal to the price
per bushel paid by Cargill to acquire the corn as its agent. Members who deliver
corn under Method A are paid 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:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-Q
Text:
members
who elect to deliver corn using Method A, and the Cooperative appoints Cargill
as its agent to acquire corn on the Cooperative’s behalf for members who elect
to deliver corn using Method B. If a member elects to deliver corn using Method
B, the price per bushel the Cooperative pays to the member is equal to the price
per bushel paid by Cargill to acquire the corn as its agent. Members who deliver
corn under Method A are paid the market price or contracted price for their corn
at the time of delivery. Members who deliver corn under Method A receive from
the Cooperative an incentive payment of $.10 per bushel on the corn that they
deliver while members who elect Method B to deliver corn pay to the Cooperative
a $.02 per bushel agency fee for the cost of having the Cooperative deliver corn
on their behalf. The incentive payment for Method A deliveries and the agency
fee for Method B deliveries are subject to annual adjustment at the sole
discretion of the Cooperative’s Board of Directors. While the Cooperative is
financially responsible for the various payments to the members for corn,
Cargill, serving as the Cooperative’s administrative agent, issues payments to
members for corn on the Cooperative’s
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-Q
Text:
a $.02 per bushel agency fee for the cost of having the Cooperative deliver corn
on their behalf. The incentive payment for Method A deliveries and the agency
fee for Method B deliveries are subject to annual adjustment at the sole
discretion of the Cooperative’s Board of Directors. While the Cooperative is
financially responsible for the various payments to the members for corn,
Cargill, serving as the Cooperative’s administrative agent, issues payments to
members for corn on the Cooperative’s behalf.
Annually, the Cooperative
notifies Cargill of the number of bushels of Method A corn to be delivered by
each member who has elected to deliver corn by Method A. Once the Cooperative
provides notification to Cargill of the number of bushels of corn, Cargill then
confirms the amount of corn with each member and notifies that member with
respect to quality specifications, allowances, deductions and premiums to be
applicable to that corn. The member with a Method A corn commitment then
directly contracts with Cargill for corn delivered by Method A. At the end of
each month, Cargill reports the number of Method A bushels delivered and the
average daily price paid for corn that Cargill
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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:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-Q
Text:
els of corn, Cargill then
confirms the amount of corn with each member and notifies that member with
respect to quality specifications, allowances, deductions and premiums to be
applicable to that corn. The member with a Method A corn commitment then
directly contracts with Cargill for corn delivered by Method A. At the end of
each month, Cargill reports the number of Method A bushels delivered and the
average daily price paid for corn that Cargill purchased from members on the
Cooperative’s behalf. The product of the number of bushels delivered multiplied
by the average monthly market price is reported as Method A corn expense. In the
event a member who has elected to deliver corn by Method A delivers to Cargill
more than its delivery commitment, any corn delivered in excess of that
commitment is handled as a direct sale of corn to Cargill. In the event a member
who has elected to deliver corn by Method A delivers to Cargill less than its
committed amount of corn, the quantity of the shortfall is then purchased and
delivered by Cargill on our behalf. The purchase price is equal to the average
price reported for Method A corn for the final month of the
|
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The report is about the company's financial status.
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ticker:GGROU
name:Golden Growers Cooperative
exchange:
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Text:
more than its delivery commitment, any corn delivered in excess of that
commitment is handled as a direct sale of corn to Cargill. In the event a member
who has elected to deliver corn by Method A delivers to Cargill less than its
committed amount of corn, the quantity of the shortfall is then purchased and
delivered by Cargill on our behalf. The purchase price is equal to the average
price reported for Method A corn for the final month of the year. In addition,
the Method A member with a shortfall will be charged a purchased corn fee and
agency fee determined by the Cooperative’s Board of Directors.
Cargill then purchases the
remainder of the corn to be delivered by the Cooperative on behalf of the Method
B delivering members at such time and in such quantities as it deems appropriate
and in the best interest of the Cooperative and Cargill. The Cooperative
notifies Cargill of the number of Method B bushels to be purchased during the
quarter. Cargill will certify to the Cooperative that it has purchased the
necessary Method B bushels. The price paid will be the weighted average price
for Method A corn during the quarter multiplied by the number of Method B
bushels
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-Q
Text:
delivering members at such time and in such quantities as it deems appropriate
and in the best interest of the Cooperative and Cargill. The Cooperative
notifies Cargill of the number of Method B bushels to be purchased during the
quarter. Cargill will certify to the Cooperative that it has purchased the
necessary Method B bushels. The price paid will be the weighted average price
for Method A corn during the quarter multiplied by the number of Method B
bushels. Method B corn revenue will be equal to the price paid.
The Cooperative’s Third Amended
and Restated Bylaws (“Bylaws”) establish a Method A delivery pool and a Method B
delivery pool. Generally, the Cooperative’s income and/or losses are allocated
annually based on the percentage of bushels of corn the members elect to deliver
using either Method A or Method B. Regardless of the actual percentage
allocation between the members who deliver bushels of corn using Method A or
Method B, the Bylaws require the Cooperative to annually allocate at least 15%
of its income and/or losses to the Method A pool. The amount of our income
and/or losses actually allocated to the Method A pool is a percentage equal to
the greater 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:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-Q
Text:
ually based on the percentage of bushels of corn the members elect to deliver
using either Method A or Method B. Regardless of the actual percentage
allocation between the members who deliver bushels of corn using Method A or
Method B, the Bylaws require the Cooperative to annually allocate at least 15%
of its income and/or losses to the Method A pool. The amount of our income
and/or losses actually allocated to the Method A pool is a percentage equal to
the greater of 15% or the actual percentage of bushels of corn delivered by
members using Method A.
For fiscal year 2023, members
elected to deliver 27.5% of their corn by Method A and members elected to
deliver 72.5% of their corn by Method B. This election will result in 27.5% of
the Cooperative’s income and/or losses and 27.5% of any cash distributions being
allocated to the Method A pool in fiscal year 2023, which reflects the actual
percentage of corn members elected to deliver using Method A and does not result
in reallocation to meet the 15% requirement set forth in the Cooperative’s
Bylaws.
Results of Operations
Revenues. The Cooperative
der
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cik:1489874
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corn by Method B. This election will result in 27.5% of
the Cooperative’s income and/or losses and 27.5% of any cash distributions being
allocated to the Method A pool in fiscal year 2023, which reflects the actual
percentage of corn members elected to deliver using Method A and does not result
in reallocation to meet the 15% requirement set forth in the Cooperative’s
Bylaws.
Results of Operations
Revenues. The Cooperative
derives revenue from two sources: operations related to the marketing of
members’ corn and income derived from the Cooperative’s membership interest in
ProGold LLC. The corn marketing operations generate revenue for the Cooperative
equal to the value of the corn that is delivered to Cargill. The Cooperative
recognizes expense equal to this same amount, which results in the corn
marketing operations being revenue neutral to the Cooperative, except for
revenue from the Method B agency fee and expenses related to the Method A
incentive payments and the service fee paid to Cargill.
For the three-month period ended
March 31, 2023, the Cooperative sold approximately 4.7 million bushels of corn
compared to approximately 4.6 million bushels
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-Q
Text:
The Cooperative
recognizes expense equal to this same amount, which results in the corn
marketing operations being revenue neutral to the Cooperative, except for
revenue from the Method B agency fee and expenses related to the Method A
incentive payments and the service fee paid to Cargill.
For the three-month period ended
March 31, 2023, the Cooperative sold approximately 4.7 million bushels of corn
compared to approximately 4.6 million bushels of corn sold during the
three-month period ended March 31, 2022. For the three-month period ended March
31, 2023, the members, on the Cooperative’s behalf, delivered to Cargill for
processing at the facility approximately 1.9 million bushels of corn using
Method A and 2.8 million bushels of corn using Method B. In the same period in
2022, its members, on the Cooperative’s behalf, delivered to Cargill for
processing at the facility 1.8 million bushels of corn using Method A and 2.8
million bushels of corn using Method B.
For the three-month period ended
March 31, 2023, the Cooperative recognized corn revenue
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-Q
Text:
9 million bushels of corn using
Method A and 2.8 million bushels of corn using Method B. In the same period in
2022, its members, on the Cooperative’s behalf, delivered to Cargill for
processing at the facility 1.8 million bushels of corn using Method A and 2.8
million bushels of corn using Method B.
For the three-month period ended
March 31, 2023, the Cooperative recognized corn revenue of $31,283,000 compared
to $30,302,000 during the same period in 2022, an increase of 3% for the first
quarter due primarily to an increase in the price per bushel of corn sold year
to date in 2023 compared to 2022.
Expenses. The Cooperative
recognized corn expense of $31,297,000 and $30,317,000 for the three-month
period ended March 31, 2023 and 2022 respectively, an increase of 3% for the
first quarter due primarily to an increase in the price per bushel of corn
purchased in 2023 compared to 2022.
The Cooperative recognized
expense of $15,000 for 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:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-Q
Text:
2023 compared to 2022.
Expenses. The Cooperative
recognized corn expense of $31,297,000 and $30,317,000 for the three-month
period ended March 31, 2023 and 2022 respectively, an increase of 3% for the
first quarter due primarily to an increase in the price per bushel of corn
purchased in 2023 compared to 2022.
The Cooperative recognized
expense of $15,000 for the three-month periods ended March 31, 2023 and 2022 in
connection with costs incurred to Cargill related to the Cooperative’s corn
marketing operation.
Income from ProGold LLC.
The Cooperative derived income from ProGold LLC for the three-month periods
ended March 31, 2023 and 2022 of $1,605,000 and $2,796,000, respectively, a
decrease of 43% for the first quarter. The decrease is primarily due to a
decrease in ProGold’s lease revenue related to ProGold’s amended lease agreement
with Cargill dated March 1, 2022.
General and Administrative
Expenses. The Cooperative’s general and administrative expenses include
salaries and benefits,
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-Q
Text:
March 31, 2023 and 2022 of $1,605,000 and $2,796,000, respectively, a
decrease of 43% for the first quarter. The decrease is primarily due to a
decrease in ProGold’s lease revenue related to ProGold’s amended lease agreement
with Cargill dated March 1, 2022.
General and Administrative
Expenses. The Cooperative’s general and administrative expenses include
salaries and benefits, professional fees and fees paid to its Board of
Directors. The general and administrative expenses for the three-month period
ended March 31, 2023 was $210,000, compared to $202,000 during the same
respective period in 2022. The increase in administrative expenses is primarily
due to timing of payments.
Other Income. Interest
income for the three-month period ended March 31, 2023 was $92,000 compared to
$27,000 during the same period in 2022. The increase in other income relates to
increased interest rates on investments.
10
Liquidity and Capital Resources
The Cooperative’s working capital
at March 31, 2023 was $6,556,000 compared
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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:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-Q
Text:
The increase in administrative expenses is primarily
due to timing of payments.
Other Income. Interest
income for the three-month period ended March 31, 2023 was $92,000 compared to
$27,000 during the same period in 2022. The increase in other income relates to
increased interest rates on investments.
10
Liquidity and Capital Resources
The Cooperative’s working capital
at March 31, 2023 was $6,556,000 compared to $7,836,000 at March 31, 2022. The
decreased working capital at the end of the first quarter of fiscal 2023 as
compared to the end of the first quarter of 2022 is primarily related to placing
more reserves into longer term investments. The Cooperative received cash
distributions from ProGold LLC totaling $1,929,000 for the three-month period
ended March 31, 2023 compared to $4,303,000 for the three-month period ended
March 31, 2022. The decrease in ProGold cash distributions were related to
assets distributed from ProGold as the result of the change in ownership of
ProGold in the first quarter of 2022.
In
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-Q
Text:
more reserves into longer term investments. The Cooperative received cash
distributions from ProGold LLC totaling $1,929,000 for the three-month period
ended March 31, 2023 compared to $4,303,000 for the three-month period ended
March 31, 2022. The decrease in ProGold cash distributions were related to
assets distributed from ProGold as the result of the change in ownership of
ProGold in the first quarter of 2022.
In fiscal year 2018, the
Cooperative invested a portion of its cash reserves in bonds. To ensure that the
Cooperative would have access to cash if needed before the maturity of the
bonds, the Cooperative also established a $2,000,000 line of credit at a
variable interest rate based on the prime rate. The line of credit will
terminate on October 16, 2024. The line of credit is secured by the investment
management agency account for the Cooperative maintained by Bell Bank. There was
no outstanding balance as of March 31, 2023 or December 31, 2022.
The Cooperative had no long-term
debt as of March 31, 2023 and March 31, 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:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-Q
Text:
credit at a
variable interest rate based on the prime rate. The line of credit will
terminate on October 16, 2024. The line of credit is secured by the investment
management agency account for the Cooperative maintained by Bell Bank. There was
no outstanding balance as of March 31, 2023 or December 31, 2022.
The Cooperative had no long-term
debt as of March 31, 2023 and March 31, 2022 and used operating cash flows of
$118,000 for the three-month period ended March 31, 2023 compared to used
operating cash flows of $168,000 for the three-month period ended March 31,
2022. The decrease in use of operating cash flows for the three-month period
ended March 31, 2023 compared to the three-month period ended March 31, 2022 is
primarily due to increased interest earnings on investments.
Management believes that non-cash
working capital levels, together with the Cooperative’s cash and cash
equivalents, are appropriate in the current business environment and does not
expect a significant increase or reduction of non-cash working capital in the
next 12 months. Management expects that
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YOU are a financial analyst. You are reading a report of a company.
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Source:
cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-Q
Text:
cash flows for the three-month period
ended March 31, 2023 compared to the three-month period ended March 31, 2022 is
primarily due to increased interest earnings on investments.
Management believes that non-cash
working capital levels, together with the Cooperative’s cash and cash
equivalents, are appropriate in the current business environment and does not
expect a significant increase or reduction of non-cash working capital in the
next 12 months. Management expects that the Cooperative’s cash and cash
equivalents, together with available borrowings under the line of credit, will
be sufficient to fund its operations for the foreseeable future, including at
least the next twelve months.
Significant Accounting Estimates and Policies
The Cooperative generally does
not pay out Method A incentive payments or collect Method B agency fees until
the end of its fiscal year. The total annual Method B agency fee was
determinable once the members completed their delivery method determination
prior to January 1, 2023. The quarterly Method B bushel delivery and agency fee
revenue is calculated by allocating the portion of the total annual agency fee
for that particular quarter or cumulating it for the particular period. The
Cooperative tracks Method A corn
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-Q
Text:
not pay out Method A incentive payments or collect Method B agency fees until
the end of its fiscal year. The total annual Method B agency fee was
determinable once the members completed their delivery method determination
prior to January 1, 2023. The quarterly Method B bushel delivery and agency fee
revenue is calculated by allocating the portion of the total annual agency fee
for that particular quarter or cumulating it for the particular period. The
Cooperative tracks Method A corn deliveries throughout the year so it can report
the bushels of corn delivered by its members as well as the corresponding Method
A incentive fees earned. The final amounts owed by or due to Cargill and/or the
Cooperative’s members who elect to deliver using Method A is not calculated
until after December 31 in order to account for any failures to deliver, or
over-deliveries, of corn.
The Cooperative’s significant
accounting policies are described in Note 2, Summary of Significant
Accounting Policies, of the Notes to the Financial Statements in the
Cooperative’s Annual Report on Form 10-K for the fiscal year ended December 31,
2022. The Cooperative’s critical accounting estimates are discussed in Item 7,
Management’s Discussion
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-Q
Text:
is not calculated
until after December 31 in order to account for any failures to deliver, or
over-deliveries, of corn.
The Cooperative’s significant
accounting policies are described in Note 2, Summary of Significant
Accounting Policies, of the Notes to the Financial Statements in the
Cooperative’s Annual Report on Form 10-K for the fiscal year ended December 31,
2022. The Cooperative’s critical accounting estimates are discussed in Item 7,
Management’s Discussion and Analysis of Financial Conditions and
Results of Operations, in the Cooperative’s Annual Report on Form 10-K for
the fiscal year ended December 31, 2022. There have been no other significant
changes in the Cooperative’s significant accounting policies or critical
accounting estimates since December 31, 2022.
Item 3. Quantitative and Qualitative Disclosures About
Market Risk
As a smaller reporting company,
the Cooperative is not required to provide disclosure pursuant to this item.
Item 4. Controls and Procedures
The Cooperative’s Chief Executive
Officer and Chief Financial Officer has reviewed and evaluated the effectiveness
of the Cooperative’s disclosure controls and procedures (as defined in Rules
240.13a -15(e) and 15d-15
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cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-Q
Text:
estimates since December 31, 2022.
Item 3. Quantitative and Qualitative Disclosures About
Market Risk
As a smaller reporting company,
the Cooperative is not required to provide disclosure pursuant to this item.
Item 4. Controls and Procedures
The Cooperative’s Chief Executive
Officer and Chief Financial Officer has reviewed and evaluated the effectiveness
of the Cooperative’s disclosure controls and procedures (as defined in Rules
240.13a -15(e) and 15d-15(e) promulgated under the Securities Exchange Act of
1934) as of March 31, 2023. Based on that review and evaluation, the Chief
Executive Officer and Chief Financial Officer has concluded that the
Cooperative’s current disclosure controls and procedures, as designed and
implemented, are effective and provide reasonable assurance that information
relating to the Cooperative required to be disclosed in the reports the
Cooperative files or submits under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in the Securities and
Exchange Commission’s rules and forms, including ensuring that such information
is accumulated and communicated to the Cooperative’s management, including the
Chief Executive Officer and Chief Financial Officer, as appropriate to allow
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-Q
Text:
designed and
implemented, are effective and provide reasonable assurance that information
relating to the Cooperative required to be disclosed in the reports the
Cooperative files or submits under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in the Securities and
Exchange Commission’s rules and forms, including ensuring that such information
is accumulated and communicated to the Cooperative’s management, including the
Chief Executive Officer and Chief Financial Officer, as appropriate to allow
timely decisions regarding required disclosure.
There were no changes in the
Cooperative’s internal controls over financial reporting that occurred during
the Cooperative’s most recent fiscal quarter that may have materially affected,
or are reasonably likely to materially affect, the Cooperative’s internal
control over financial reporting.
11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 1A. Risk Factors
As a smaller reporting company,
the Cooperative is not required to provide disclosure pursuant to this item.
Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
None.
Item 5. Other Information.
None.
Item 6.
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-Q
Text:
reporting.
11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 1A. Risk Factors
As a smaller reporting company,
the Cooperative is not required to provide disclosure pursuant to this item.
Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
None.
Item 5. Other Information.
None.
Item 6. Exhibits
Exhibit No.
Exhibit Description
31.1
Certification of Chief
Executive Officer and Chief Financial Officer pursuant to Securities
Exchange Act Rule 17 CFR 13a-14(a) filed herewith.
32.1
Certification of Chief
Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.
Section 1350 filed herewith.
101
The following materials from
this report, formatted in iXBRL (Inline Extensible Business Reporting
Language)are filed herewith: (i) balance sheets, (ii) statements of
operations and comprehensive income, (iii) statements of cash flows, and
(iv) the notes to the financial statements.
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-Q
Text:
ification of Chief
Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.
Section 1350 filed herewith.
101
The following materials from
this report, formatted in iXBRL (Inline Extensible Business Reporting
Language)are filed herewith: (i) balance sheets, (ii) statements of
operations and comprehensive income, (iii) statements of cash flows, and
(iv) the notes to the financial statements.
104
Cover Page Interactive Data
File (formatted as Inline XBRL and contained in Exhibit 101)
12
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
GOLDEN GROWERS COOPERATIVE
(Registrant)
Date: May 5, 2023
/s/
Scott Stofferahn
Scott Stofferahn
Executive Vice President,
Chief Financial Officer
Duly Authorized Officer
13
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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:1489874
ticker:GGROU
name:Golden Growers Cooperative
exchange:
filing_type:10-Q
Text:
its behalf by
the undersigned thereunto duly authorized.
GOLDEN GROWERS COOPERATIVE
(Registrant)
Date: May 5, 2023
/s/
Scott Stofferahn
Scott Stofferahn
Executive Vice President,
Chief Financial Officer
Duly Authorized Officer
13
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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:8-K
Text:
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
May 22, 2023
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)
(Commission File Number)
(IRS Employer
Identification No.)
Bahnhofstrasse 3
Hergiswil Nidwalden,
Switzerland 6052
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: +41 78 607 99 01
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
|
YOU are a financial analyst. You are reading a report of a company.
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Source:
cik:1865697
ticker:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:8-K
Text:
2
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: +41 78 607 99 01
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:8-K
Text:
240.14d-2(b))
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 included as part of the units
GGAA
The Nasdaq Stock Market LLC
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50
GGAAW
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:8-K
Text:
an exercise price of $11.50
GGAAW
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 1.01 Entry into a Material Definitive Agreement.
Merger Agreement
This section describes
the material provisions of the Merger Agreement (as defined below) but does not purport to describe all of the terms thereof. The following
summary is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is
filed as Exhibit 2.1 to this Current Report on Form 8-K. Genesis’s shareholders and other interested parties are urged to
read such agreement in its
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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:8-K
Text:
Definitive Agreement.
Merger Agreement
This section describes
the material provisions of the Merger Agreement (as defined below) but does not purport to describe all of the terms thereof. The following
summary is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is
filed as Exhibit 2.1 to this Current Report on Form 8-K. Genesis’s shareholders and other interested parties are urged to
read such agreement in its entirety. Unless otherwise defined herein, the capitalized terms used below are defined in the Merger Agreement.
General Description of the Merger Agreement
Pursuant to the Merger Agreement,
subject to the terms and conditions set forth therein, (i) upon the consummation of the transactions contemplated by the Merger Agreement
(the “Closing”), Merger Sub will merge with and into NextTrip (the “Merger” and, together with the
other transactions contemplated by the Merger Agreement, the “Transactions”), with NextTrip continuing as the surviving
corporation in the Merger and a wholly-owned subsidiary of Genesis. In the Merger, (i) all shares of NextTrip capital stock (together,
“NextTrip Stock”) issued and outstanding immediately prior
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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:8-K
Text:
the transactions contemplated by the Merger Agreement
(the “Closing”), Merger Sub will merge with and into NextTrip (the “Merger” and, together with the
other transactions contemplated by the Merger Agreement, the “Transactions”), with NextTrip continuing as the surviving
corporation in the Merger and a wholly-owned subsidiary of Genesis. In the Merger, (i) all shares of NextTrip capital stock (together,
“NextTrip Stock”) issued and outstanding immediately prior to the Effective Time will be converted into the right to
receive the Merger Consideration (as defined below); and (ii) each outstanding NextTrip security convertible into NextTrip Stock, if not
exercised or converted prior to the Effective Time, will be cancelled, retired and terminated and cease to represent a right to acquire,
be exchanged for or convert into NextTrip Stock or Merger Consideration (as defined below).
The Merger Agreement also
provides that, prior to the Effective Time, Genesis shall convert out of the Cayman Islands and into the State of Delaware so as to re-domicile
as and become a Delaware corporation (the “Conversion”). At the Closing, Genesis will change its name to “NextTrip,
Inc.”.
Merger
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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:8-K
Text:
retired and terminated and cease to represent a right to acquire,
be exchanged for or convert into NextTrip Stock or Merger Consideration (as defined below).
The Merger Agreement also
provides that, prior to the Effective Time, Genesis shall convert out of the Cayman Islands and into the State of Delaware so as to re-domicile
as and become a Delaware corporation (the “Conversion”). At the Closing, Genesis will change its name to “NextTrip,
Inc.”.
Merger Consideration
The aggregate merger consideration
to be paid pursuant to the Merger Agreement to holders of NextTrip Stock as of immediately prior to the Effective Time (the “NextTrip
Shareholders”) will be an amount equal to $150,000,000, subject to adjustments for NextTrip’s closing debt, net of cash
(the “Merger Consideration”). The Merger Consideration to be paid to the NextTrip Shareholders will be paid solely
by the delivery of new shares of Genesis common stock; no cash consideration will be paid.
The Merger Consideration will
be allocated, on a pro rata basis, among the holders of NextTrip’s common stock as of the Closing date, based on the number of shares
of NextTrip common stock owned
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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:8-K
Text:
for NextTrip’s closing debt, net of cash
(the “Merger Consideration”). The Merger Consideration to be paid to the NextTrip Shareholders will be paid solely
by the delivery of new shares of Genesis common stock; no cash consideration will be paid.
The Merger Consideration will
be allocated, on a pro rata basis, among the holders of NextTrip’s common stock as of the Closing date, based on the number of shares
of NextTrip common stock owned by such shareholders on such date.
Representations and Warranties
The Merger Agreement contains
a number of representations and warranties by each of Genesis, Merger Sub and NextTrip as of the date of the Merger Agreement and as of
the date of the Closing. Many of the representations and warranties are qualified by materiality or Material Adverse Effect. “Material
Adverse Effect,” as used in the Merger Agreement, means with respect to any specified person, any fact, event, occurrence, change
or effect that has had or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business,
assets, liabilities, results of operations, prospects or condition (financial or otherwise) of such person and its subsidiaries, taken
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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:8-K
Text:
Many of the representations and warranties are qualified by materiality or Material Adverse Effect. “Material
Adverse Effect,” as used in the Merger Agreement, means with respect to any specified person, any fact, event, occurrence, change
or effect that has had or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business,
assets, liabilities, results of operations, prospects or condition (financial or otherwise) of such person and its subsidiaries, taken
as a whole, or the ability of such person or entity or any of its subsidiaries on a timely basis to consummate the transactions contemplated
by the Merger Agreement or the ancillary documents to which it is a party or bound or to perform its obligations thereunder, in each case
subject to certain customary exceptions. Certain of the representations are subject to specified exceptions and qualifications contained
in the Merger Agreement or in information provided pursuant to certain disclosure schedules to the Merger Agreement, which disclosure
schedules shall not be publicly disclosed. The representations and warranties made by Genesis and NextTrip are customary for transactions
similar to the Transactions.
No Survival
The representations and warranties
of the parties contained in the Merger Agreement terminate as of, and do not survive, the
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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:8-K
Text:
each case
subject to certain customary exceptions. Certain of the representations are subject to specified exceptions and qualifications contained
in the Merger Agreement or in information provided pursuant to certain disclosure schedules to the Merger Agreement, which disclosure
schedules shall not be publicly disclosed. The representations and warranties made by Genesis and NextTrip are customary for transactions
similar to the Transactions.
No Survival
The representations and warranties
of the parties contained in the Merger Agreement terminate as of, and do not survive, the Closing, and there are no indemnification rights
for another party’s breach thereof. The covenants and agreements of the parties contained in the Merger Agreement do not survive
the Closing, except those covenants and agreements to be performed after the Closing, which covenants and agreements will survive until
fully performed.
Covenants of the Parties
Each party agreed in the Merger
Agreement to use its commercially reasonable efforts to effect the Closing. The Merger Agreement also contains certain customary covenants
by each of the parties during the period between the signing of the Merger Agreement and the earlier of the Closing or the termination
of the Merger Agreement in accordance with its terms (the “Interim Period”), including with respect to (1)
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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:8-K
Text:
ants and agreements will survive until
fully performed.
Covenants of the Parties
Each party agreed in the Merger
Agreement to use its commercially reasonable efforts to effect the Closing. The Merger Agreement also contains certain customary covenants
by each of the parties during the period between the signing of the Merger Agreement and the earlier of the Closing or the termination
of the Merger Agreement in accordance with its terms (the “Interim Period”), including with respect to (1) the provision
of access to their properties, books and personnel; (2) the operation of their respective businesses in the ordinary course of business;
(3) provision of financial statements by NextTrip; (4) Genesis’s public filings; (5) no insider trading; (6) notifications of certain
breaches, consent requirements or other matters; (7) efforts to consummate the Closing and obtain third party and regulatory approvals;
(8) tax matters; (9) further assurances; (10) public announcements and (11) confidentiality. Each party also agreed during the Interim
Period not to solicit or enter into any inquiry, proposal or offer, or any indication of interest in making an offer or proposal for an
alternative competing transactions, to notify the others
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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:8-K
Text:
6) notifications of certain
breaches, consent requirements or other matters; (7) efforts to consummate the Closing and obtain third party and regulatory approvals;
(8) tax matters; (9) further assurances; (10) public announcements and (11) confidentiality. Each party also agreed during the Interim
Period not to solicit or enter into any inquiry, proposal or offer, or any indication of interest in making an offer or proposal for an
alternative competing transactions, to notify the others as promptly as practicable in writing of the receipt of any inquiries, proposals
or offers, requests for information or requests relating to an alternative competing transaction or any requests for non-public information
relating to such transaction, and to keep the others informed of the status of any such inquiries, proposals, offers or requests for information.
There are also certain customary post-Closing covenants regarding (1) tax matters; (2) maintenance of books and records; (3) indemnification
of directors and officers; and (4) use of trust account proceeds.
The parties also agreed to
take all necessary action, so that effective at the Closing, the entire board of directors of Genesis (the “Post-Closing Board”)
will consist of seven individuals, four of
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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:8-K
Text:
inquiries, proposals, offers or requests for information.
There are also certain customary post-Closing covenants regarding (1) tax matters; (2) maintenance of books and records; (3) indemnification
of directors and officers; and (4) use of trust account proceeds.
The parties also agreed to
take all necessary action, so that effective at the Closing, the entire board of directors of Genesis (the “Post-Closing Board”)
will consist of seven individuals, four of whom shall be independent directors in accordance with Nasdaq requirements. Two of the members
of the Post-Closing Board will be individuals designated by Genesis prior to the Closing and five of the members of the Post-Closing Board
(at least four of whom shall be independent directors) will be designated by NextTrip prior to the Closing. At or prior to Closing, Genesis
will provide each of its director designees with a customary director indemnification agreement, in form and substance reasonably acceptable
to such director. The parties also agreed to take all action necessary, including causing Genesis’s executive officers to resign,
so that the individuals serving as the chief executive officer and chief financial officer, respectively, of Genesis immediately after
the Closing will be the same individuals as that of NextTrip immediately prior
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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:8-K
Text:
be designated by NextTrip prior to the Closing. At or prior to Closing, Genesis
will provide each of its director designees with a customary director indemnification agreement, in form and substance reasonably acceptable
to such director. The parties also agreed to take all action necessary, including causing Genesis’s executive officers to resign,
so that the individuals serving as the chief executive officer and chief financial officer, respectively, of Genesis immediately after
the Closing will be the same individuals as that of NextTrip immediately prior to the Closing.
Closing Conditions
The obligations of the parties
to complete the Closing are subject to various conditions, including the following mutual conditions of the parties unless waived:
receipt
of the Genesis Shareholder Approval;
receipt
of the NextTrip Shareholder Approval;
expiration
of any applicable waiting period under any antitrust laws;
receipt
of requisite consents from governmental authorities to consummate the Transactions, and receipt of specified requisite consents from
other third parties to consummate the Transactions;
the
absence of any law or order that would prohibit the consummation of the Merger or other transactions contemplated by the Merger Agreement;
the
Conversion having been consummated;
the
members of the Post-Closing Board shall have been elected or appointed as of the
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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:8-K
Text:
any applicable waiting period under any antitrust laws;
receipt
of requisite consents from governmental authorities to consummate the Transactions, and receipt of specified requisite consents from
other third parties to consummate the Transactions;
the
absence of any law or order that would prohibit the consummation of the Merger or other transactions contemplated by the Merger Agreement;
the
Conversion having been consummated;
the
members of the Post-Closing Board shall have been elected or appointed as of the Closing;
the
effectiveness of the Registration Statement; and
The
shares of Genesis common stock to be issued as Merger Consideration shall have been approved for listing on the Nasdaq, including satisfaction
of Nasdaq’s 300 round lot stockholder requirement, subject only to the official notice of issuance, or alternatively if mutually
agreed by the Purchaser and the Company, such shares shall have been approved for listing on the NYSE.
Unless waived by Genesis,
the obligations of Genesis and Merger Sub to consummate the Merger are subject to the satisfaction of additional conditions including
the following, in addition to customary certificates and other closing deliverables:
the
representations and warranties of NextTrip being true and correct as of the date of the Merger Agreement
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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:8-K
Text:
to the official notice of issuance, or alternatively if mutually
agreed by the Purchaser and the Company, such shares shall have been approved for listing on the NYSE.
Unless waived by Genesis,
the obligations of Genesis and Merger Sub to consummate the Merger are subject to the satisfaction of additional conditions including
the following, in addition to customary certificates and other closing deliverables:
the
representations and warranties of NextTrip being true and correct as of the date of the Merger Agreement and as of the Closing (subject
to Material Adverse Effect);
NextTrip
having performed in all material respects its obligations and complied in all material respects with its covenants and agreements under
the Merger Agreement required to be performed or complied with on or prior to the date of the Closing;
absence
of any Material Adverse Effect with respect to NextTrip and its subsidiaries, taken as a whole, since the date of the Merger Agreement
which is continuing and uncured;
Genesis
having received a copy of NextTrip’s charter certified by the Secretary of State of the State of Florida no more than ten business
days prior to the Closing date;
Genesis
having received a Lock-Up Agreement for each NextTrip Shareholder, duly executed by such Shareholder
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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:8-K
Text:
date of the Closing;
absence
of any Material Adverse Effect with respect to NextTrip and its subsidiaries, taken as a whole, since the date of the Merger Agreement
which is continuing and uncured;
Genesis
having received a copy of NextTrip’s charter certified by the Secretary of State of the State of Florida no more than ten business
days prior to the Closing date;
Genesis
having received a Lock-Up Agreement for each NextTrip Shareholder, duly executed by such Shareholder, and each Lock-Up shall be in full
force and effect as of the Closing; and
Genesis
shall have received evidence reasonably acceptable to Genesis that NextTrip shall have converted, terminated, extinguished and cancelled
in full any outstanding convertible securities or commitments therefor.
Unless waived by NextTrip,
the obligations of NextTrip to consummate the Merger are subject to the satisfaction of additional conditions including the following:
the
representations and warranties of Genesis being true and correct as of the date of the Merger Agreement and as of the Closing (subject
to Material Adverse Effect);
Genesis
having performed in all material respects its obligations and complied in all material respects with its covenants and agreements under
the Merger Agreement required to be performed or complied with on
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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:8-K
Text:
waived by NextTrip,
the obligations of NextTrip to consummate the Merger are subject to the satisfaction of additional conditions including the following:
the
representations and warranties of Genesis being true and correct as of the date of the Merger Agreement and as of the Closing (subject
to Material Adverse Effect);
Genesis
having performed in all material respects its obligations and complied in all material respects with its covenants and agreements under
the Merger Agreement required to be performed or complied with on or prior to the date of the Closing;
absence
of any Material Adverse Effect with respect to Genesis and its subsidiaries, taken as a whole, since the date of the Merger Agreement
which is continuing and uncured;
NextTrip having received a Lock-Up Agreement executed by the
Sponsor with respect to the shares held by the Sponsor in a form reasonably satisfactory to NextTrip; and
NextTrip
having received a copy of a Voting Agreement executed by the Sponsor with respect to the shares held by the Sponsor in a form reasonably
satisfactory to NextTrip.
Termination
The Merger Agreement may be
terminated under certain customary and limited circumstances at any time prior to the Closing, including:
By
mutual written consent of Genesis and NextTrip;
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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:8-K
Text:
by the
Sponsor with respect to the shares held by the Sponsor in a form reasonably satisfactory to NextTrip; and
NextTrip
having received a copy of a Voting Agreement executed by the Sponsor with respect to the shares held by the Sponsor in a form reasonably
satisfactory to NextTrip.
Termination
The Merger Agreement may be
terminated under certain customary and limited circumstances at any time prior to the Closing, including:
By
mutual written consent of Genesis and NextTrip;
by
either Genesis or NextTrip if any of the conditions to Closing have not been satisfied or waived by September 29, 2023 (the “Outside
Date”), provided that Genesis shall have the right to extend the Outside Date if it obtains an extension of the
deadline by which it must complete its business combination (an “Extension”) for an additional period the shortest
of (i) three months, (ii) the period ending on the last day for Genesis to consummate a business combination after such Extension and
(iii) such period as determined by Genesis;
by
either Genesis or NextTrip if a governmental authority of competent jurisdiction shall have issued an order or taken any other action
permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by the
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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:8-K
Text:
by which it must complete its business combination (an “Extension”) for an additional period the shortest
of (i) three months, (ii) the period ending on the last day for Genesis to consummate a business combination after such Extension and
(iii) such period as determined by Genesis;
by
either Genesis or NextTrip if a governmental authority of competent jurisdiction shall have issued an order or taken any other action
permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by the Merger Agreement, and such order or
other action has become final and non-appealable;
by
either Genesis or NextTrip of the other party’s uncured breach (subject to certain materiality qualifiers);
by
Genesis if there has been an event after the signing of the Merger Agreement that has had a Material Adverse Effect on NextTrip and its
subsidiaries taken as a whole that is continuing and uncured;
by either Genesis or
NextTrip if the Genesis Special Meeting is held and the Genesis Shareholder Approval is not received; and
by
either Genesis or NextTrip if a special meeting of NextTrip shareholders is held and the NextTrip Shareholder Approval is not received.
If the Merger Agreement is
terminated, all further
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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:8-K
Text:
of the Merger Agreement that has had a Material Adverse Effect on NextTrip and its
subsidiaries taken as a whole that is continuing and uncured;
by either Genesis or
NextTrip if the Genesis Special Meeting is held and the Genesis Shareholder Approval is not received; and
by
either Genesis or NextTrip if a special meeting of NextTrip shareholders is held and the NextTrip Shareholder Approval is not received.
If the Merger Agreement is
terminated, all further obligations of the parties under the Merger Agreement will terminate and will be of no further force and effect
(except that certain obligations related to public announcements, confidentiality, fees and expenses, termination, waiver of claims against
the trust, and certain general provisions will continue in effect), and no party will have any further liability to any other party thereto
except for liability for any fraud claims or claims arising out of a willful breach of the Merger Agreement prior to such termination.
Trust Account Waiver
NextTrip
and the Seller Representative agreed that they and their affiliates will not have any right, title, interest or claim of any kind in or
to any monies in Genesis’s trust account held for its public shareholders, and agreed not to, and waived any right
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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:8-K
Text:
and no party will have any further liability to any other party thereto
except for liability for any fraud claims or claims arising out of a willful breach of the Merger Agreement prior to such termination.
Trust Account Waiver
NextTrip
and the Seller Representative agreed that they and their affiliates will not have any right, title, interest or claim of any kind in or
to any monies in Genesis’s trust account held for its public shareholders, and agreed not to, and waived any right to, make any
claim against the trust account (including any distributions therefrom).
Purchaser Representative and Seller Representative
Eyal Perez, is serving as
the Purchaser Representative under the Merger Agreement, and in such capacity will represent the interests of Genesis’s shareholders
after the Closing (other than the NextTrip shareholders) with respect to certain matters under the Merger Agreement. William Kerby is
serving as the Seller Representative under the Merger Agreement, and in such capacity will represent the interests of the NextTrip shareholders
with respect to certain matters under the Merger Agreement, including with respect to the determination of any post-Closing adjustments
to the Merger Consideration.
Governing Law and Arbitration
The Merger Agreement is governed
by
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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:8-K
Text:
after the Closing (other than the NextTrip shareholders) with respect to certain matters under the Merger Agreement. William Kerby is
serving as the Seller Representative under the Merger Agreement, and in such capacity will represent the interests of the NextTrip shareholders
with respect to certain matters under the Merger Agreement, including with respect to the determination of any post-Closing adjustments
to the Merger Consideration.
Governing Law and Arbitration
The Merger Agreement is governed
by Delaware law and, subject to the required arbitration provisions, the parties are subject to exclusive jurisdiction of federal and
state courts located in the State of Delaware (and any appellate courts thereof). Any disputes under the Merger Agreement, other than
claims for injunctive or temporary equitable relief or enforcement of an arbitration award, will be subject to arbitration by the American
Arbitration Association, to be held in New York County, State of New York.
The foregoing description
of the Merger Agreement and the Transactions does not purport to be complete and is qualified in its entirety by the terms and conditions
of the Merger Agreement, a copy of which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.
The Merger Agreement contains
represent
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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:8-K
Text:
relief or enforcement of an arbitration award, will be subject to arbitration by the American
Arbitration Association, to be held in New York County, State of New York.
The foregoing description
of the Merger Agreement and the Transactions does not purport to be complete and is qualified in its entirety by the terms and conditions
of the Merger Agreement, a copy of which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.
The Merger Agreement contains
representations, warranties and covenants that the respective parties made to each other as of the date of such agreement or other specific
dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective
parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating such agreement.
The Merger Agreement has been filed to provide investors with information regarding its terms. It is not intended to provide any other
factual information about Genesis, NextTrip or any other party to the Merger Agreement. In particular, the representations, warranties,
covenants and agreements contained in the Merger Agreement, which were made only for purposes of such agreement and as of specific dates,
were solely for the benefit
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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:8-K
Text:
to important qualifications and limitations agreed to by the parties in connection with negotiating such agreement.
The Merger Agreement has been filed to provide investors with information regarding its terms. It is not intended to provide any other
factual information about Genesis, NextTrip or any other party to the Merger Agreement. In particular, the representations, warranties,
covenants and agreements contained in the Merger Agreement, which were made only for purposes of such agreement and as of specific dates,
were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties
(including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the
Merger Agreement instead of establishing these matters as facts), and may be subject to standards of materiality applicable to the contracting
parties that differ from those applicable to investors and reports and documents filed with the SEC. Investors should not rely on the
representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts
or condition of any party to the Merger Agreement. In addition, the representations, warranties, covenants and agreements and other terms
of the Merger Agreement may be subject to subsequent
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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:8-K
Text:
subject to standards of materiality applicable to the contracting
parties that differ from those applicable to investors and reports and documents filed with the SEC. Investors should not rely on the
representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts
or condition of any party to the Merger Agreement. In addition, the representations, warranties, covenants and agreements and other terms
of the Merger Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the
representations and warranties and other terms may change after the date of the Merger Agreement, which subsequent information may or
may not be fully reflected in Genesis’s public disclosures.
Related Agreements
Voting Agreement
At or prior to Closing,
the Purchaser shall deliver a copy of a Voting Agreement executed by the Sponsor with respect to the shares held by the Sponsor, in a
form reasonably satisfactory to NextTrip.
Lock-Up Agreement
At
or prior to Closing, each NextTrip Shareholder will enter into a Lock-Up Agreement with Genesis and the Purchaser Representative in the
form reasonably acceptable to the Purchaser Representative and the Seller Representative (each, a “Lock-Up Agreement”),
which Lock-Up
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:8-K
Text:
At or prior to Closing,
the Purchaser shall deliver a copy of a Voting Agreement executed by the Sponsor with respect to the shares held by the Sponsor, in a
form reasonably satisfactory to NextTrip.
Lock-Up Agreement
At
or prior to Closing, each NextTrip Shareholder will enter into a Lock-Up Agreement with Genesis and the Purchaser Representative in the
form reasonably acceptable to the Purchaser Representative and the Seller Representative (each, a “Lock-Up Agreement”),
which Lock-Up Agreements will become effective as of the Closing, provided that the Lock-Up Agreement shall not apply to the shares allocated
to satisfy the liquidation preference held by NextPlay Technologies, Inc., in respect of its interest in NextTrip Group, LLC, a NextTrip
Shareholder.
Item 7.01 Regulation FD Disclosure.
On March 22, 2023, Genesis
and NextTrip issued a press release announcing that on March 22, 2023, it executed the Merger Agreement. A copy of the press release
is furnished hereto as Exhibit 99.1.
The information in this Item
7.01 and Exhibit 99.1 attached hereto will not be deemed “filed” for purposes of Section
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:8-K
Text:
.
Item 7.01 Regulation FD Disclosure.
On March 22, 2023, Genesis
and NextTrip issued a press release announcing that on March 22, 2023, it executed the Merger Agreement. A copy of the press release
is furnished hereto as Exhibit 99.1.
The information in this Item
7.01 and Exhibit 99.1 attached hereto will not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section,
nor will it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth
by specific reference in such filing.
Additional Information and Where to Find It
Genesis intends to file the
Registration Statement with the SEC, which will include a preliminary proxy statement and a prospectus of Genesis, and certain related
documents, in connection with a meeting of shareholders to approve the Transactions and related matters. The definitive proxy statement
and other relevant documents will be mailed to Genesis shareholders as of a record date to be established for voting on the Transactions.
Genesis securityholders and other interested persons are urged
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:8-K
Text:
by specific reference in such filing.
Additional Information and Where to Find It
Genesis intends to file the
Registration Statement with the SEC, which will include a preliminary proxy statement and a prospectus of Genesis, and certain related
documents, in connection with a meeting of shareholders to approve the Transactions and related matters. The definitive proxy statement
and other relevant documents will be mailed to Genesis shareholders as of a record date to be established for voting on the Transactions.
Genesis securityholders and other interested persons are urged to read, when available, the Registration Statement, preliminary proxy
statement/prospectus, and any amendments thereto, and all other relevant documents filed or that will be filed with the SEC in connection
with the proposed Transactions as they become available, because they contain important information about Genesis, NextTrip, and the Transactions.
Investors, securityholders and other interested persons will also be able to obtain copies of the Registration Statement, the proxy statement/prospectus
and all other relevant documents filed or that will be filed with the SEC by Genesis, once such documents are filed, free of charge, on
the SEC’s website at www.sec.gov or by directing a request to: Genesis Growth Tech Acquisition Corp., Bahnhofstrasse 3 Hergiswil
N
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:8-K
Text:
Genesis, NextTrip, and the Transactions.
Investors, securityholders and other interested persons will also be able to obtain copies of the Registration Statement, the proxy statement/prospectus
and all other relevant documents filed or that will be filed with the SEC by Genesis, once such documents are filed, free of charge, on
the SEC’s website at www.sec.gov or by directing a request to: Genesis Growth Tech Acquisition Corp., Bahnhofstrasse 3 Hergiswil
Nidwalden, Switzerland 14564, Attention: Eyal Perez.
Forward-Looking Statements
This Current Report on Form 8-K
contains forward-looking statements for purposes of the “safe harbor” provisions under the United States Private Securities
Litigation Reform Act of 1995. Terms such as “anticipates,” “believe,” “continue,” “could,”
“estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,”
“potential,” “predicts,” “project,” “should,” “would” as well as similar terms,
are forward-looking in nature. The forward-looking statements contained in this discussion are based on Genesis’s current expectations
and beliefs concerning future developments and their potential effects. There
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:8-K
Text:
1995. Terms such as “anticipates,” “believe,” “continue,” “could,”
“estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,”
“potential,” “predicts,” “project,” “should,” “would” as well as similar terms,
are forward-looking in nature. The forward-looking statements contained in this discussion are based on Genesis’s current expectations
and beliefs concerning future developments and their potential effects. There can be no assurance that future developments affecting Genesis
will be those that it has anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond
Genesis’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed
or implied by these forward-looking statements. Factors that may cause actual results to differ materially from current expectations include,
but are not limited to: the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations
and any subsequent definitive agreements with respect to the Transactions; the outcome of any legal proceedings that may be instituted
against Genesis, NextTrip, the combined company or others following the announcement of the Transactions and any definitive agreements
with respect thereto; the
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:8-K
Text:
expressed
or implied by these forward-looking statements. Factors that may cause actual results to differ materially from current expectations include,
but are not limited to: the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations
and any subsequent definitive agreements with respect to the Transactions; the outcome of any legal proceedings that may be instituted
against Genesis, NextTrip, the combined company or others following the announcement of the Transactions and any definitive agreements
with respect thereto; the inability to complete the Transactions due to the failure to obtain approval of the shareholders of Genesis
or NextTrip, the possibility that due diligence completed following execution of the principal definitive transactions will not be satisfactorily
concluded, the inability to satisfy other conditions to Closing; changes to the proposed structure of the Merger that may be required
or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Transactions; the
ability to meet stock exchange listing standards following the consummation of the Merger; the risk that the Transactions disrupt current
plans and operations of NextTrip as a result of the announcement and consummation of the Transactions; the ability to recognize the anticipated
benefits of the Transactions or to realize estimated pro forma results
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:8-K
Text:
the proposed structure of the Merger that may be required
or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Transactions; the
ability to meet stock exchange listing standards following the consummation of the Merger; the risk that the Transactions disrupt current
plans and operations of NextTrip as a result of the announcement and consummation of the Transactions; the ability to recognize the anticipated
benefits of the Transactions or to realize estimated pro forma results and underlying assumptions, including with respect to estimated
shareholder redemptions; costs related to the Transactions; changes in applicable laws or regulations; the evolution of the markets in
which NextTrip competes; the inability of NextTrip to defend its intellectual property and satisfy regulatory requirements; the ability
to implement business plans, forecasts, and other expectations after the completion of the proposed Transactions, and identify and realize
additional opportunities; the risk of downturns in the highly competitive travel industry; the impact of the COVID-19 pandemic on NextTrip’s
business; and other risks and uncertainties to be set forth in in Genesis’s prospectus, risks and uncertainties indicated in the
Registration Statement and the definitive proxy statement to be delivered to Genesis’s shareholders, including those set forth under
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:8-K
Text:
; the ability
to implement business plans, forecasts, and other expectations after the completion of the proposed Transactions, and identify and realize
additional opportunities; the risk of downturns in the highly competitive travel industry; the impact of the COVID-19 pandemic on NextTrip’s
business; and other risks and uncertainties to be set forth in in Genesis’s prospectus, risks and uncertainties indicated in the
Registration Statement and the definitive proxy statement to be delivered to Genesis’s shareholders, including those set forth under
“Risk Factors” therein, and other documents filed or to be filed with the SEC by Genesis.
Should one or more of these
risks or uncertainties materialize, they could cause our actual results to differ materially from the forward-looking statements. Neither
Genesis nor NextTrip is undertaking any obligation to provide any additional information or to update or revise any forward-looking statements
whether as a result of new information, future events or otherwise except as required by law or applicable regulation. You should not
take any statement regarding past trends, activities or performance as a representation that the trends, activities or performance will
continue in the future. Accordingly, you should not put undue reliance on these statements.
Solicitation Participants
Genesis and NextTrip, and
certain of their respective
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:8-K
Text:
is undertaking any obligation to provide any additional information or to update or revise any forward-looking statements
whether as a result of new information, future events or otherwise except as required by law or applicable regulation. You should not
take any statement regarding past trends, activities or performance as a representation that the trends, activities or performance will
continue in the future. Accordingly, you should not put undue reliance on these statements.
Solicitation Participants
Genesis and NextTrip, and
certain of their respective directors and officers, under SEC rules, may be deemed to be participants in the eventual solicitation of
proxies of Genesis’s shareholders in connection with the proposed Transactions. Prospective investors and securityholders may obtain
more detailed information regarding the names and interest in the proposed transaction of such individuals in Genesis’s filings
with the SEC, and such information will also be contained in the proxy statement/prospectus when available. You may obtain free copies
of these documents from the sources indicated above.
No Offer or Solicitation
This Current Report on Form 8-K
does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed
Transactions or (ii) an offer to sell, a solicitation 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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:8-K
Text:
such individuals in Genesis’s filings
with the SEC, and such information will also be contained in the proxy statement/prospectus when available. You may obtain free copies
of these documents from the sources indicated above.
No Offer or Solicitation
This Current Report on Form 8-K
does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed
Transactions or (ii) an offer to sell, a solicitation of an offer to buy, or a recommendation to buy any security of NextTrip, Genesis
or any of their respective affiliates. There shall not be any sale of any securities in any state or jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or qualification under the laws of such other jurisdiction. No offering
of securities shall be made except by means of prospectus meeting the requirements of Section 10 of the Securities Act or an exemption
therefrom.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is filed
herewith:
Exhibit No.
Description
of Exhibits
2.1
Agreement and Plan of Merger, dated as of May 22, 202
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:8-K
Text:
or qualification under the laws of such other jurisdiction. No offering
of securities shall be made except by means of prospectus meeting the requirements of Section 10 of the Securities Act or an exemption
therefrom.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is filed
herewith:
Exhibit No.
Description
of Exhibits
2.1
Agreement and Plan of Merger, dated as of May 22, 2023, by and among Genesis Growth Tech Acquisition Corp., GGAC Merger Sub, Inc., Eyal Perez in the capacity as the Purchase Representative, William Kerby in the capacity as the Seller Representative and NextTrip Holdings, Inc.
99.1*
Press Release, dated March 22, 2023.
104
Cover Page Interactive
Data File (formatted as Inline XBRL)
Incorporated
by reference as an exhibit to Genesis’ Current Report on Form 8-K, as filed on May 23, 2023 and incorporated herein by reference.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:8-K
Text:
22, 2023.
104
Cover Page Interactive
Data File (formatted as Inline XBRL)
Incorporated
by reference as an exhibit to Genesis’ Current Report on Form 8-K, as filed on May 23, 2023 and incorporated herein by reference.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: May 24, 2023
GENESIS GROWTH TECH ACQUISITION CORP.
By:
/s/ Eyal Perez
Name:
Eyal Perez
Title:
Chief Executive Officer, Chief Financial Officer and Director
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:8-K
Text:
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): May 22, 2023
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)
(I.R.S.
Employer
Identification No.)
Bahnhofstrasse
3
Hergiswil Nidwalden, Switzerland
6052
(Address
of principal executive offices)
(Zip
Code)
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: +41 78 607 99 01
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:8-K
Text:
nhofstrasse
3
Hergiswil Nidwalden, Switzerland
6052
(Address
of principal executive offices)
(Zip
Code)
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: +41 78 607 99 01
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:8-K
Text:
the Exchange Act (17 CFR 240.14a-12)
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 included as part of the units
GGAA
The
Nasdaq Stock Market LLC
Redeemable
warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50
GGAAW
The
Nasdaq Stock Market LLC
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:8-K
Text:
LLC
Class
A Ordinary Shares included as part of the units
GGAA
The
Nasdaq Stock Market LLC
Redeemable
warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50
GGAAW
The
Nasdaq Stock Market LLC
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2
of the Securities Exchange Act of 1934.
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. ☐
Item
4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
In the course of the audit of Genesis Growth
Tech Acquisition Corp.’s (the “Company”) financial statements for the year ended December
31, 2022, it was learned that in an inadvertent error, the Company did not
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:8-K
Text:
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
In the course of the audit of Genesis Growth
Tech Acquisition Corp.’s (the “Company”) financial statements for the year ended December
31, 2022, it was learned that in an inadvertent error, the Company did not maintain an operating account in its name, but rather used
an operating account in the name of the Sponsor. Accordingly, the previously issued financial statements had a cash line on the balance
sheet representing cash that was thought to be in the Company’s bank account, but rather was in an account in the Sponsor’s
name. As a result, Company’s previously issued financial statements for the year ended December 31, 2021 and the quarters ended
March 31, 2022, June 30, 2022 and September 30, 2022 are incorrect.
As
a result of the inaccuracy, the previously issued financial statements are no longer to be relied upon and are to be restated and corrected
in order to reflect the appropriate accounting treatment.
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:8-K
Text:
an account in the Sponsor’s
name. As a result, Company’s previously issued financial statements for the year ended December 31, 2021 and the quarters ended
March 31, 2022, June 30, 2022 and September 30, 2022 are incorrect.
As
a result of the inaccuracy, the previously issued financial statements are no longer to be relied upon and are to be restated and corrected
in order to reflect the appropriate accounting treatment.
The
Company does not intend to file an amendment to the Company’s previously filed Annual Report on Form 10-K for the year ended December
31, 2021 and its previously filed Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022, June 30, 2022 and September 30,
2022. Rather, the Company will include restated and corrected financial statements for the year ended December 31, 2021, in its Form
10-K for the year ended December 31, 2022, which has not yet been filed as well as for the referenced quarterly periods.
The
Company’s accountants are currently conducting a materiality analysis of the impact of the error on the Company’s balance
sheets 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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:8-K
Text:
, June 30, 2022 and September 30,
2022. Rather, the Company will include restated and corrected financial statements for the year ended December 31, 2021, in its Form
10-K for the year ended December 31, 2022, which has not yet been filed as well as for the referenced quarterly periods.
The
Company’s accountants are currently conducting a materiality analysis of the impact of the error on the Company’s balance
sheets for the relevant periods, after which the Company will work with its current and predecessor auditing firms to restate and correct
the financial statements for the affected periods. The error only affects the Company’s balance sheets; it has no impact on its
profit and loss statements or its statements of cash flows.
As
a result of the error, the Company expects that its Annual Report on Form 10-K for the year ended December 31, 2022, when filed, will
also disclose that the Company’s internal controls over financial reporting were ineffective as of such date and set forth remediation
steps the Company plans to take to address such deficiency.
Item
8.01 Other Events.
On
May 22, 2023, the Company issued a press release announcing that
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:8-K
Text:
cash flows.
As
a result of the error, the Company expects that its Annual Report on Form 10-K for the year ended December 31, 2022, when filed, will
also disclose that the Company’s internal controls over financial reporting were ineffective as of such date and set forth remediation
steps the Company plans to take to address such deficiency.
Item
8.01 Other Events.
On
May 22, 2023, the Company issued a press release announcing that it has entered into a definitive Agreement and Plan of Merger
with NextTrip Holdings, Inc., a travel technology incubator based in Sunrise, Florida.
A
copy of the press release is attached to this report as Exhibit 99.1 to this report.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit No.
Description
99.1
Press
release dated May 22, 2023
104
Cover
Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:8-K
Text:
.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit No.
Description
99.1
Press
release dated May 22, 2023
104
Cover
Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
GENESIS
GROWTH TECH ACQUISITION CORP.
Date:
May 22, 2023
By:
/s/
Eyal Perez
Name:
Eyal
Perez
Title:
Chief
Executive Officer,
Chief Financial Officer and Director
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:8-K
Text:
Officer and Director
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:8-K
Text:
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
May 15, 2023
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)
(I.R.S. Employer
Identification No.)
Bahnhofstrasse
3
Hergiswil Nidwalden,
Switzerland
6052
(Address of principal executive
offices)
(Zip Code)
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: +41 78
607 99 01
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:8-K
Text:
3
Hergiswil Nidwalden,
Switzerland
6052
(Address of principal executive
offices)
(Zip Code)
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: +41 78
607 99 01
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading
Symbol(s)
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:8-K
Text:
240.14a-12)
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 included as part of the units
GGAA
The Nasdaq
Stock Market LLC
Redeemable
warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50
GGAAW
The Nasdaq
Stock Market LLC
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:8-K
Text:
Shares included as part of the units
GGAA
The Nasdaq
Stock Market LLC
Redeemable
warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50
GGAAW
The Nasdaq
Stock Market LLC
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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. ☐
Item 4.02 Non-Reliance on Previously Issued
Financial Statements or a Related Audit Report or Completed Interim Review.
(b) By letter dated May 15,
2023, Citrin Cooperman & Company, LLP (“Citrin”), our former independent registered public accounting firm, advised
the Audit Committee Chair and the Chief Executive Officer of Genesis Growth Tech Acquisition Corp. (the “Company”),
that
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:8-K
Text:
pursuant to Section 13(a) of the Exchange Act. ☐
Item 4.02 Non-Reliance on Previously Issued
Financial Statements or a Related Audit Report or Completed Interim Review.
(b) By letter dated May 15,
2023, Citrin Cooperman & Company, LLP (“Citrin”), our former independent registered public accounting firm, advised
the Audit Committee Chair and the Chief Executive Officer of Genesis Growth Tech Acquisition Corp. (the “Company”),
that for the reasons set forth below, Citrin could not continue to be associated with the following financial statements of the Company
(collectively, the “Impacted Financial Statements”):
(i)
the audited financial statements of the
Company as of December 31, 2021 and for the period from March 17, 2021 (inception) through
December 31, 2021, on which Citrin issued a report dated April 15, 2022; and
(ii)
the unaudited condensed financial statements
contained in the Company’s Quarterly Reports on Form 10-Q for the periods ended March
31, 2022, June 30, 2022 and September 30, 2022.
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:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:8-K
Text:
1 and for the period from March 17, 2021 (inception) through
December 31, 2021, on which Citrin issued a report dated April 15, 2022; and
(ii)
the unaudited condensed financial statements
contained in the Company’s Quarterly Reports on Form 10-Q for the periods ended March
31, 2022, June 30, 2022 and September 30, 2022.
Citrin advised that
the Impacted Financial Statements each included a line item entitled “Cash.”
Citrin stated that on May
12, 2023, it was notified by the Company’s Chief Executive Officer, Eyal Perez, that this cash account is not an asset of the Company.
Specifically, Mr. Perez indicated to Citrin that this cash account, which is an operating bank account in Geneva, Switzerland, is not
owned by the Company and was not owned by the Company during any of the periods covered by the Impacted Financial Statements. Based on
the information provided by Mr. Perez, Citrin stated its belief that the Impacted Financial Statements may be incorrect, and the impact
of this error may be material to the Impacted Financial Statements.
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:8-K
Text:
of the Company.
Specifically, Mr. Perez indicated to Citrin that this cash account, which is an operating bank account in Geneva, Switzerland, is not
owned by the Company and was not owned by the Company during any of the periods covered by the Impacted Financial Statements. Based on
the information provided by Mr. Perez, Citrin stated its belief that the Impacted Financial Statements may be incorrect, and the impact
of this error may be material to the Impacted Financial Statements.
The letter from Citrin noted
that during its audit and interim review procedures, Mr. Perez represented, among other things, that the cash account was owned by the
Company. As a result of Mr. Perez’s communication of May 12, 2023 to the contrary, Citrin determined that the audit evidence obtained
from the Company to perform the audit and interim review procedures over the Company’s cash account was not reliable. Citrin further
stated that given the discovery of this new information and possible misstatements in the Impacted Financial Statements, it had concerns
about the integrity of management including but not limited to their previously provided management representations.
As a result, Citrin advised
that it could not continue to be associated with the Impacted Financial Statements and was
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:8-K
Text:
, Citrin determined that the audit evidence obtained
from the Company to perform the audit and interim review procedures over the Company’s cash account was not reliable. Citrin further
stated that given the discovery of this new information and possible misstatements in the Impacted Financial Statements, it had concerns
about the integrity of management including but not limited to their previously provided management representations.
As a result, Citrin advised
that it could not continue to be associated with the Impacted Financial Statements and was withdrawing its reports dated April 15, 2022,
and September 23, 2022. Moreover, Citrin advised the Company that it had concluded that the Impacted Financial Statements should no longer
be relied upon and that the appropriate actions should be taken to prevent further reliance on the Impacted Financial Statements, including
disclosure in a Current Report on Form 8-K pursuant to Item 4.02(b) of that form.
Genesis Growth Tech Acquisition Corp. is making that disclosure
herewith and in a Current Report on Form 8-K filed on May 23, 2023, setting forth the steps it is taking to correct and remediate the
error.
Neither the Company’s
Audit Committee Chair nor its Board of Directors has discussed the matters disclosed in this filing
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:8-K
Text:
reliance on the Impacted Financial Statements, including
disclosure in a Current Report on Form 8-K pursuant to Item 4.02(b) of that form.
Genesis Growth Tech Acquisition Corp. is making that disclosure
herewith and in a Current Report on Form 8-K filed on May 23, 2023, setting forth the steps it is taking to correct and remediate the
error.
Neither the Company’s
Audit Committee Chair nor its Board of Directors has discussed the matters disclosed in this filing with Citrin.
Genesis Growth Tech Acquisition Corp. provided Citrin
with the disclosures under this Item 4.02(b) and requested Citrin to furnish the Company with a letter addressed to the Securities and
Exchange Commission stating whether it agrees with the statements made by the Company in this Item 4.02(b) and, if not, stating the respects
in which it does not agree. Upon receipt, Citrin’s letter will be filed as Exhibit 16.1 by an amendment to this report on Form
8-K/A.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit No.
Description
99.1
Letter from Citrin Cooperman
& Company, LLP (to be filed by amendment)
104
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAA
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:8-K
Text:
4.02(b) and, if not, stating the respects
in which it does not agree. Upon receipt, Citrin’s letter will be filed as Exhibit 16.1 by an amendment to this report on Form
8-K/A.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit No.
Description
99.1
Letter from Citrin Cooperman
& Company, LLP (to be filed by amendment)
104
Cover Page Interactive
Data File (embedded within the Inline XBRL document).
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
GENESIS GROWTH TECH ACQUISITION CORP.
Date: May 24, 2023
By:
/s/ Eyal Perez
Name:
Eyal Perez
Title:
Chief Executive Officer,
Chief Financial Officer and Director
|
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