Genesis Unicorn Capital Corp. (NASDAQ: GENQ) (“Genesis”), a special
purpose acquisition company, and Environmental Solutions Group
Holdings Limited (“ESGL” or the “Company”), a sustainable waste
solutions provider whose mission is to recycle industrial waste
into circular products using innovative technologies and renewable
energy through its operating entity in Singapore, Environmental
Solutions (Asia) Pte. Ltd. (“ESA”), today announced that Genesis
has filed a definitive proxy statement (the “Proxy Statement”) with
the U.S. Securities and Exchange Commission (“SEC”) in connection
with its Special Meeting of Stockholders (the “Special Meeting”)
to, among other things, approve the previously announced proposed
business combination (the “Business Combination”) with ESGL.
The Special Meeting will be held at the offices
of Loeb & Loeb LLP, 345 Park Avenue, New York, NY 10154, and
virtually via live webcast
at https://www.cstproxy.com/genesisunicorn/sm2023 on July
26, 2023 at 11:00 a.m. Eastern Daylight Time. Mailing of the Proxy
Statement to Genesis’s stockholders of record as of the close of
business on June 9, 2023 (the “Record Date”) commenced on July 5,
2023. Before making any voting or investment decision, investors
and security holders of Genesis are urged to carefully read the
entire Proxy Statement and related proxy materials, and other
documents filed in connection with the Business Combination with
the SEC, because they contain important information about the
Business Combination and the related stockholder proposals.
The Business Combination is expected to close on
or about July 31, 2023, subject to Genesis stockholder approval and
the satisfaction of certain closing conditions. Following the
completion of the Business Combination, the combined company will
trade on the Nasdaq under the ticker symbol “ESGL.”
About Environmental Solutions Group Holdings
Limited
Environmental Solutions Group Holdings Limited
is a holding company incorporated as an exempted company under the
laws of the Cayman Islands. ESGL conducts all its operations
through its operating entity incorporated in Singapore,
Environmental Solutions (Asia) Pte. Ltd.. 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 and electroplating companies. ESA currently has two
revenue streams, including 1) services income which is primarily
comprised of the fees it charges its customers for its waste
collection and disposal services, which fees are similar to those
charged by ESA’s competitors, and 2) the sales and trading of ESA’s
circular products made and processed from the recycled waste
collected from its customers with respect to its waste collection
and disposal services, which ESA believes makes it a unique and
environmentally friendly offering in the marketplace.
On November 30, 2022, ESGL and Genesis entered
into a definitive agreement for a business combination that would
result in ESGL becoming a public company listed on the Nasdaq under
the ticker symbol “ESGL.”
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. For more information, please visit
www.genesisunicorn.com for company filings.
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. Forward-looking
statements are neither historical facts nor assurances of future
performance. Instead, they are based only on Genesis’s 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) changes in
domestic and foreign business, market, financial, political and
legal conditions; (2) the outcome of any legal proceedings that are
or may be instituted against Genesis, the combined company or
others; (3) the inability of the parties to successfully or timely
consummate the Business Combination, including the risk that any
required regulatory approvals are not obtained, are delayed or are
subject to unanticipated conditions that could adversely affect the
combined company or the expected benefits of the Business
Combination or that the approval of the stockholders of Genesis is
not obtained; (4) the failure to obtain financing to fund the
combined company’s operations and growth following the closing of
the Business Combination; (5) the amount of redemption requests
made by Genesis’ stockholders; (6) changes to the proposed
structure of the Business Combination 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 Business
Combination; (8) the risk that the Business Combination disrupts
current plans and operations of ESGL as a result of the
announcement and consummation of the Business Combination; (9) the
ability to recognize the anticipated benefits of the Business
Combination, 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 Business Combination; (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 Proxy
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 Genesis’s most recent Annual Report
on Form 10-K for the year ended December 31, 2022, and the Proxy
Statement, in each case, under the heading “Risk Factors,” and
other documents of Genesis filed, or to be filed, from time to time
with the SEC. If any of these risks materialize or Genesis’s and
ESGL’s assumptions prove incorrect, actual results could differ
materially from the results implied by these forward-looking
statements. There may be additional risks that neither ESGL nor
Genesis presently know or that ESGL and Genesis currently believe
are immaterial that could also cause actual results to differ from
those contained in the forward-looking statements. In addition,
forward-looking statements reflect ESGL’s and Genesis’s
expectations, plans or forecasts of future events and views as of
the date of this press release. ESGL and Genesis anticipate that
subsequent events and developments will cause ESGL’s and Genesis’s
assessments to change. However, while ESGL and Genesis may elect to
update these forward-looking statements at some point in the
future, ESGL and Genesis specifically disclaim any obligation to do
so except as otherwise required by applicable law. These
forward-looking statements should not be relied upon as
representing ESGL’s and Genesis’s assessments as of any date
subsequent to the date of this press release. Accordingly, undue
reliance should not be placed upon the forward-looking
statements.
Additional Information
about the Business
Combination and Where to
Find It
The Business Combination will be submitted to
stockholders of Genesis for their consideration. Copies of the
Proxy Statement (a filing of which has been made with the SEC) were
mailed to all Genesis stockholders of record as of the Record Date.
Genesis plans to file other documents with the SEC and mail other
relevant documents to its stockholders of record as of the Record
Date regarding the Business Combination. Genesis’s stockholders and
other interested persons are advised to read the Proxy Statement
and any amendments or supplements thereto, as well as all other
relevant materials filed or that will be filed with the SEC, in
connection with Genesis’s solicitation of proxies for the Special
Meeting to approve, among other things, the Business Combination,
because these documents will contain important information about
Genesis, ESGL and the Business Combination. Stockholders may also
obtain a copy of the Proxy Statement, as well as other documents
filed with the SEC regarding the Business Combination and other
documents filed with the SEC by Genesis, without charge, at the
SEC’s website located at www.sec.gov or by writing to Genesis
Unicorn Capital Corp., 281 Witherspoon Street, Suite 120,
Princeton, New Jersey.
Participants in the Solicitation
Genesis, ESGL and certain of their respective
directors, executive officers and other members of management and
employees may, under SEC rules, be deemed to be participants in the
solicitations of proxies from Genesis’s stockholders in connection
with the Business Combination. Information regarding the persons
who may, under SEC rules, be deemed participants in the
solicitation Genesis’s stockholders in connection with the Business
Combination is set forth in the Proxy Statement. You can find more
information about Genesis’s directors and executive officers in
Genesis’s most recent Annual Report on Form 10-K for the year ended
December 31, 2022. Additional information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests is included in the Proxy Statement
and other relevant materials filed or that will be filed with the
SEC when they become available. Stockholders, potential investors
and other interested persons should read the Proxy Statement
carefully before making any voting or investment decisions. You may
obtain free copies of these documents from the sources indicated
above.
Not an Offer or
Solicitation
This communication is for informational purposes
only and does not constitute an offer to sell or the solicitation
of an offer to buy any securities in connection with the
Business Combination or otherwise, or a solicitation of a proxy,
consent or authorization in any jurisdiction or any vote or
approval in any jurisdiction pursuant to the Business Combination
or otherwise, nor shall there be any sale of securities in any
jurisdiction in which the offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction or otherwise in
contravention of applicable law. No offer of securities shall be
made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act, or an exemption therefrom, and
otherwise in accordance with applicable law.
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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