Filed by Genesis Unicorn Capital Corp.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Genesis Unicorn Capital Corp.
Commission File No. 001-41287
Genesis
Unicorn Capital Corp. Files Investor Presentation on Form 8-K to Introduce Business Profile of Environmental Solutions Group Holdings
Limited
Singapore
& New York, NY, March 6, 2023 (GLOBE NEWSWIRE)— 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
Coulson
CEO,
AUM Media, Inc.
(646)
652 7185
crocker.coulson@aummedia.org
ESGL
Contact:
Lawrence
Law
Chief
Sustainability and Growth Officer
Environmental
Solutions Group Holdings Limited
(65)
6653 2299
lawrence.law@env-solutions.com
Genesis
Unicorn Capital Corp. Contact:
Samuel
Lui
President
& CFO
(609)
466-0792
Samuel.lui@genesisunicorn.com
Genesis Unicorn Capital (NASDAQ:GENQU)
Historical Stock Chart
From Sep 2024 to Oct 2024
Genesis Unicorn Capital (NASDAQ:GENQU)
Historical Stock Chart
From Oct 2023 to Oct 2024