Current Report Filing (8-k)
March 02 2023 - 6:28AM
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2023-03-01
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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
March
1, 2023
Date of Report (Date of earliest event reported)
GENESIS
UNICORN CAPITAL CORP.
(Exact
Name of Registrant as Specified in Charter)
Delaware |
|
001-41287 |
|
85-4283150 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
281
Witherspoon Street, Suite 120
Princeton,
New Jersey 08540
(Address
of Principal Executive Offices, and Zip Code)
(609)
466-0792
Registrant’s
Telephone Number, Including Area Code
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 (see General Instruction A.2. below):
| ☒ |
Written
communication 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
communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement
communication 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 share of Class A Common Stock, $0.0001 par value, and one redeemable warrant |
|
GENQU |
|
The
NASDAQ Stock Market LLC |
| Class
A Common Stock, $0.0001 par value |
|
GENQ |
|
The
NASDAQ Stock Market LLC |
| Redeemable
warrants, each warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share |
|
GENQW |
|
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 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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.
On
March 1, 2023, Genesis Unicorn Capital Corp. (the “Company”) issued an amended and restated promissory note (the “Note”)
in the principal amount of up to $2,000,000 to Genesis Unicorn Capital, LLC (the “Sponsor”), pursuant to which the
Sponsor shall loan to the Company up to $2,000,000 to pay, among other things, any extension fees and transaction costs associated with any extensions of time needed for the Company to
consummate its business combination.
The Note amends and restates the Promissory Note, dated as of October 12, 2022 (the “Original Note”). For the
purposes of clarity, the Company and the Sponsor hereby agreed that the certain instrument dated as of October 12, 2022 pursuant to which
the Sponsor purported to loan up to $500,000 to the Company was hereby canceled and deemed void ab initio.
The
Note bears no interest and is repayable in full upon the earlier of (a) February 17, 2024 or (b) the date of the consummation
of the Company’s initial business combination. The issuance of the Note was made pursuant to the exemption from registration contained
in Section 4(a)(2) of the Securities Act of 1933, as amended. The foregoing description is qualified in its entirety by reference to
the Note, a copy of which is attached as Exhibit 10.1 hereto and are incorporated herein by reference.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The
disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
Item
9.01. Financial Statements and Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Report on Form 8-K to be signed on its behalf
by the undersigned hereunto duly authorized.
| Dated:
March 1, 2023 |
|
| |
|
| GENESIS
UNICORN CAPITAL CORP. |
|
| |
|
|
| By: |
/s/
Samuel Lui |
|
| Name: |
Samuel
Lui |
|
| Title: |
President
and Chief Financial Officer |
|
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