Genesis Unicorn Capital Corp. (the “Company”), a special purpose
acquisition company (NASDAQ: GENQ) today announced the filing of an
Investor Presentation on Form 8-K with the U.S. Securities and
Exchange Commission (“SEC”) to further introduce the business
profile of Environmental Solutions Group Holdings Limited (“ESGL”),
a sustainable waste solutions provider whose mission is to
regenerate industrial waste into circular products using innovative
technologies and renewable energy.
On November 30, 2022, the Company announced that
it had signed a definitive merger agreement with ESGL. In
connection with the proposed transaction, ESGL Holdings Limited, a
Cayman Islands exempted company (“PubCo”), has publicly filed a
registration statement on Form F-4, as amended, File No.:
333-269078 (the “Registration Statement”), which Registration
Statement also includes a proxy statement of the Company.
To access the Investor Presentation, please go to:
http://www.genesisunicorn.com
Management Commentary
Samuel Lui,
President and CFO of Genesis
Unicorn Capital Corp.
"ESGL is a pioneer in terms of anchoring its
waste treatment business around the core concepts of circularity
and sustainability. Leveraging on the Singapore government’s push
towards net zero emissions by 2050, we believe ESGL is well-poised
to ride the wave of the country’s push towards its sustainability
and carbon reduction targets. We look forward to working with the
ESGL team in achieving their aim of becoming a market leader in the
circularity and sustainability space in Singapore and the larger
Southeast Asian markets.”
Quek Leng Chuang, Founder, CEO, and Chairman of the
Board of ESGL
“This is an exciting time for the ESGL team, our
partners and everyone else who believes that the circular economy
is a critical pillar to support and accelerate towards becoming a
net zero region. Our experienced management team has amassed
approximately a combined 100 years of relevant experience in waste
management and the chemical supply chain and general management and
is committed to executing our growth strategy and accelerating
growth in revenue and profitability in the next 3-4 years.”
About Genesis Unicorn Capital
Corp.
Genesis Unicorn Capital Corp. is a special
purpose acquisition company, or SPAC, formed for the purpose of
effecting a merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination with one
or more businesses or entities. On February 17, 2022, the Company
consummated its initial public offering (the “IPO”) of 8,625,000
units (including an additional 1,125,000 units pursuant to the
exercise in full of the underwriters’ over-allotment option) at
$10.00 per unit. Each unit consists of one share of Class A common
stock and one warrant entitling the holder thereof to purchase one
share of Class A common stock at a price of $11.50 per share. The
aggregate gross proceeds of the IPO, including the over-allotment,
were $86,250,000, prior to deducting underwriting discounts,
commissions, and other offering expenses. EF Hutton, division
of Benchmark Investments LLC, served as the sole book-running
manager of the IPO. For more information, please visit
www.genesisunicorn.com for Company filings.
About Environmental Solutions Group Holdings
Limited
Environmental Solutions Group Holdings Limited
(“ESGL”) is a holding company incorporated as an exempted company
under the laws of the Cayman Islands. ESGL conducts all of its
operations through its operating entity incorporated in Singapore,
Environmental Solutions (Asia) Pte. Ltd. (“ESA”). ESA is a waste
management, treatment and recycling company involved in the
collection and recycling of hazardous and non-hazardous industrial
waste from customers such as pharmaceutical, semiconductor,
petrochemical, processing and electroplating companies. ESA
currently has two revenue streams, including 1) waste services
income which is primarily comprised of fees it charges its
customers for waste collection and disposal services, and 2) the
sales and trading of ESA’s processed end products made from
recycled waste, which ESA believes makes it a unique and
environmentally friendly offering in the marketplace.
Cautionary Statement Regarding Forward-Looking
Statements
Certain statements in this press release may be
considered contain certain “forward-looking statements” within the
meaning of “safe harbor” provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements can be
identified by words such as: “target,” “believe,” “expect,” “will,”
“shall,” “may,” “anticipate,” “estimate,” “would,” “positioned,”
“future,” “forecast,” “intend,” “plan,” “project” and other similar
expressions that predict or indicate future events or trends or
that are not statements of historical matters. Examples of
forward-looking statements include, among others, statements made
in this press release regarding the proposed transactions (the
“Merger”) contemplated by the Agreement and Plan of Merger (the
“Merger Agreement”) among the Company, PubCo, ESGH Merger Sub Corp.
(“Merger Sub”) and ESGL, integration plans, expected synergies and
revenue opportunities, anticipated future financial and operating
performance and results, including estimates for growth, the
expected management and governance of the combined company and the
expected timing of the Merger. Forward-looking statements are
neither historical facts nor assurances of future performance.
Instead, they are based only on the Company and ESGL managements’
current beliefs, expectations and assumptions. Because
forward-looking statements relate to the future, they are subject
to inherent uncertainties, risks and changes in circumstances that
are difficult to predict and many of which are outside of our
control. Actual results and outcomes may differ materially from
those indicated in the forward-looking statements. Therefore, you
should not rely on any of these forward-looking statements.
Important factors that could cause actual results and outcomes to
differ materially from those indicated in the forward-looking
statements include, among others, the following: (1) the occurrence
of any event that could give rise to the termination of the Merger
Agreement; (2) the outcome of any legal proceedings that may be
instituted against the Company, the combined company or others; (3)
the inability to complete the Merger, including due to the failure
to obtain approval of the Company’s stockholders or to satisfy
conditions to closing in the Merger Agreement; (4) the failure to
obtain financing to fund the combined company’s operations and
growth following the closing of the Merger; (5) the amount of
redemption requests made by the Company s stockholders; (6) changes
to the proposed structure of the Merger that may be required or
appropriate as a result of applicable laws; (7) the ability to meet
Nasdaq listing standards following the consummation of the Merger;
(8) the risk that the Merger disrupts current plans and operations
of ESGL as a result of the announcement and consummation of the
Merger; (9) the ability to recognize the anticipated benefits of
the Merger, which may be affected by, among other things,
competition, the ability of the combined company to grow and manage
growth profitably, maintain relationships with third parties and
partners and retain its management and key employees; (10) costs
related to the Merger; (11) changes in applicable laws or
regulations; (12) the possibility that ESGL or the combined company
may be adversely affected by other economic, business, regulatory,
and/or competitive factors; (13) the availability of capital and
ESGL estimates of expenses; (14) changes in the assumptions
underlying ESGL’s expectations regarding its future business or
business model; and (15) and other risks and uncertainties set
forth in the section entitled “Risk Factors” and “Cautionary Note
Regarding Forward-Looking Statements” in the Registration
Statement, and other documents filed or to be filed from time to
time with the SEC by the Company.
A further list and description of risks and
uncertainties can be found in the Form 10-K and in the Registration
Statement that has been filed with the SEC by PubCo in connection
with the proposed transaction, and other documents that the parties
may file or furnish with the SEC, which you are encouraged to read.
Any forward-looking statement made by us in this press release is
based only on information currently available to the Company, ESGL
and PubCo and speaks only as of the date on which it is made. The
Company, ESGL and PubCo undertake no obligation to publicly update
any forward-looking statement, whether written or oral, that may be
made from time to time, whether as a result of new information,
future developments or otherwise, except as required by law.
Important Information about the Transaction and Where to
Find It
In connection with the proposed transactions
described herein, PubCo has filed the Registration Statement, which
Registration Statement also includes a proxy statement of the
Company. Promptly after the Registration Statement is declared
effective, the Company will mail the definitive proxy statement and
a proxy card to each stockholder entitled to vote at the special
meeting relating to the proposed transaction. INVESTORS AND
SECURITYHOLDERS OF THE COMPANY ARE URGED TO READ THESE MATERIALS
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER
RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT
THE COMPANY OR PUBCO WILL FILE WITH THE SEC WHEN THEY BECOME
AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE COMPANY, ESGL, PUBCO AND THE PROPOSED TRANSACTION. The
Registration Statement, definitive proxy statement, the preliminary
proxy statement and other relevant materials in connection with the
proposed transaction (when they become available), and any other
documents filed by the Company with the SEC, may be obtained free
of charge at the SEC’s website (www.sec.gov) or by writing to
Genesis Unicorn Capital Corp., 281 Witherspoon Street, Suite 120,
Princeton, New Jersey.
Participants in the Solicitation
The Company, ESGL and their respective
directors, executive officers and employees and other persons may
be deemed to be participants in the solicitation of proxies from
the holders of shares of the Company’s common stock in respect of
the proposed transaction described herein. Information about the
Company’s directors and executive officers and their ownership of
the Company’s common stock is set forth in the Company’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2021
(the “Form 10-K”) and the final prospectus dated February 14, 2022
relating to the IPO, as modified or supplemented by any Form 3 or
Form 4 filed with the SEC since the date of such filing. Other
information regarding the interests of the participants in the
proxy solicitation will be included in the proxy statement
pertaining to the proposed transaction when it becomes available.
These documents can be obtained free of charge from the sources
indicated below.
No Offer or Solicitation
This communication is for informational purposes
and is not intended to, and shall not, constitute an offer to sell
or the solicitation of an offer to sell or the solicitation of an
offer to buy any securities or a solicitation of any vote of
approval, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
Investor / Media Contact:Crocker CoulsonCEO, AUM Media,
Inc.(646) 652 7185crocker.coulson@aummedia.org
ESGL Contact:Lawrence LawChief Sustainability and Growth
OfficerEnvironmental Solutions Group Holdings Limited (65) 6653
2299 lawrence.law@env-solutions.com
Genesis Unicorn Capital Corp. Contact: Samuel LuiPresident &
CFO(609) 466-0792Samuel.lui@genesisunicorn.com
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