0001853112 false 0001853112 2023-07-26 2023-07-26 0001853112 GENQU:UnitsEachConsistingOfOneShareOfClassCommonStock0.0001ParValueAndOneRedeemableWarrantMember 2023-07-26 2023-07-26 0001853112 GENQU:ClassCommonStock0.0001ParValueMember 2023-07-26 2023-07-26 0001853112 GENQU:RedeemableWarrantsEachWarrantExercisableForOneShareOfClassCommonStockAtExercisePriceOf11.50PerShareMember 2023-07-26 2023-07-26 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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

 

July 26, 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 Material definitive Agreements.

 

Waiver Agreement

 

As previously announced, on November 29, 2022, Genesis Unicorn Capital Corp., a Delaware corporation (“GUCC” or “Parent”), entered into an agreement and plan of merger (the “Merger Agreement”) with ESGL Holdings Limited, a Cayman Islands exempted company and wholly owned subsidiary of the Parent (“Purchaser” or “PubCo”), ESGH Merger Sub Corp., a Cayman Islands exempted company and wholly owned subsidiary of Purchaser (“Merger Sub”), Environmental Solutions Group Holdings Limited, a Cayman Islands exempted company (the “Company” or “ESGL”), and Quek Leng Chuang, solely in his capacity as the shareholder representative, agent and attorney-in-fact of the shareholders (the “Shareholder Representative”). Upon the closing of the Business Combination (the “Closing”), GUCC will merge with and into Purchaser, with Purchaser remaining as the surviving publicly traded entity. The date on which the Closing actually occurs is hereinafter referred to as the “Closing Date.” The Merger Agreement and the transactions contemplated thereby (the “Business Combination”) were approved by the boards of directors of each of GUCC and ESGL. All capitalized terms not otherwise defined herein have the same meanings ascribed to them in the Merger Agreement.

 

Parent has been informed of the following developments of the Company (the “Company’s New Developments”): (i) the Company is unable to deliver to the Parent Parties a good faith calculation of the Company’s Estimated Working Capital at least three (3) Business Days prior to the Closing Date; and (ii) the Company has requested that the Per Share Merger Consideration Amount payable to the Company Shareholders shall not be reduced by the Holdback Amount of $3,750,000 for purposes of calculating the Per Share Merger Consideration at Closing.

 

On July 26, 2023, the parties to the Merger Agreement entered into a waiver agreement (the “Waiver Agreement”) pursuant to which each of Parent, Merger Sub and Purchaser waives the closing condition contained in Section 10.2 of the Merger Agreement that the Company shall have duly performed or complied with, in all material respects, all of its obligations hereunder required to be performed or complied with (without giving effect to any materiality or similar qualifiers contained therein) by the Company at or prior to the Closing Date in so far as they relate to the Company’s New Developments (and shall not extend to any other event, circumstance or instance), and (b) each of Parent, Merger Sub, Purchaser, the Company and the Shareholder Representative waives the requirement that the Holdback Amount reduces the Per Share Merger Consideration Amount payable to the Company Shareholders at Closing. In connection with the foregoing waivers, each of Parent, Merger Sub, Purchaser, the Company and the Shareholder Representative acknowledges and agrees that the Merger Consideration will not be adjusted in respect of Working Capital pursuant to Sections 4.1 or 4.3 of the Merger Agreement.

 

2
 

 

Forward-Looking Statements

 

This Current Report on Form 8-K and the documents incorporated by reference herein (this “Current Report”) 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 Current Report regarding the proposed Business Combination contemplated by the Merger Agreement among GUCC, PubCo, 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 GUCC 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 GUCC, the combined company or others; (3) the inability to complete the Business Combination; (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 GUCC’s 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 PubCo.

 

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 Current Report is based only on information currently available to GUCC, ESGL and PubCo and speaks only as of the date on which it is made. GUCC, 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.

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit No.   Description
10.1   Waiver Agreement dated as of July 26, 2023
104   Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document)

 

3
 

 

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: July 27, 2023  
     
GENESIS UNICORN CAPITAL CORP.  
     
By: /s/ Samuel Lui  
Name: Samuel Lui  
Title: President and Chief Financial Officer  

 

4

 

Exhibit 10.1

 

WAIVER

 

This WAIVER (this “Waiver”), dated as of July 26, 2023, is by and among Genesis Unicorn Capital Corp., a Delaware corporation (“Genesis” or “Parent”), ESGL Holdings Limited, a Cayman Islands exempted company and wholly owned subsidiary of the Parent (“Purchaser”), ESGH Merger Sub Corp., a Cayman Islands exempted company and wholly owned subsidiary of Purchaser (“Merger Sub”), Environmental Solutions Group Holdings Limited, a Cayman Islands exempted company (the “Company” or “ESGL”), and Quek Leng Chuang, solely in his capacity as the shareholder representative, agent and attorney-in-fact of the shareholders (the “Shareholder Representative”). Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the Merger Agreement (as defined below).

 

W I T N E S S E T H:

 

WHEREAS, Genesis, Purchaser, Merger Sub, the Company and the Shareholder Representative entered into an agreement and plan of merger, dated November 29, 2022 (the “Merger Agreement”), which provides for a Business Combination between Genesis and the Company.

 

WHEREAS, pursuant to the Merger Agreement, at least three (3) Business Days prior to the Closing Date, the Company shall deliver to the Parent Parties a statement certified by the Company’s chief executive officer, which shall include a good faith calculation of the Company’s estimate of Working Capital as of the close of business on the day prior to the Closing Date (the “Estimated Working Capital”) which amount will adjust the Merger Consideration and Per Share Merger Consideration Amount;

 

WHEREAS, pursuant to the Merger Agreement, at the Closing, the Merger Consideration payable to the Company Shareholders shall be reduced by the Holdback Amount of $3,750,000 for purposes of calculating the Per Share Merger Consideration.

 

WHEREAS, Section 10.2(a) of the Merger Agreement provides that the obligations of all of the Parent Parties to the Merger Agreement to consummate the Closing is subject to the satisfaction or written waiver (where permissible) at the Parent Parties’ sole and absolute discretion, of the requirements that the Company shall have duly performed or complied with, in all material respects, all of its obligations hereunder required to be performed or complied with (without giving effect to any materiality or similar qualifiers contained therein) by the Company at or prior to the Closing Date (the “Relevant Closing Conditions”).

 

WHEREAS, the Parent has been informed of the following developments of the Company (the “Company’s New Developments”): (i) the Company is unable to deliver to the Parent Parties a good faith calculation of the Company’s Estimated Working Capital at least three (3) Business Days prior to the Closing Date; and (ii) the Company has requested that the Per Share Merger Consideration Amount payable to the Company Shareholders shall not be reduced by the Holdback Amount of $3,750,000 for purposes of calculating the Per Share Merger Consideration at Closing.

 

 

 

 

WHEREAS, the parties hereto desire to acknowledge the Company’s New Developments, and waive the Relevant Closing Conditions contained in the Merger Agreement in so far as they relate to the Company’s New Developments (and shall not extend to any other event, circumstance or instance).

 

NOW, THEREFORE, in consideration of the mutual covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby conclusively acknowledged, the parties agree as follows:

 

1. Waiver. (a) Each of Parent, Merger Sub and Purchaser hereby waives the Relevant Closing Conditions contained in Section 10.2 of the Merger Agreement in so far as they relate to the Company’s New Developments (and shall not extend to any other event, circumstance or instance), and (b) each of Parent, Merger Sub, Purchaser, the Company and the Shareholder Representative waive the requirement that the Holdback Amount reduces the Per Share Merger Consideration Amount payable to the Company Shareholders at Closing. In connection with the foregoing waivers, each of Parent, Merger Sub, Purchaser, the Company and the Shareholder Representative acknowledges and agrees that the Merger Consideration will not be adjusted in respect of Working Capital pursuant to Sections 4.1 or 4.3 of the Merger Agreement.

 

2. Reservation of Rights. Subject to the waiver provided herein, the Merger Agreement shall remain in full force and effect. Except as expressly set forth herein, this Waiver shall not be deemed to be a waiver, amendment or modification of any provision of the Merger Agreement or any right, power or remedy of the parties, or constitute a waiver of any provision of the Merger Agreement (except to the extent herein set forth), or any other document, instrument and/or agreement executed or delivered in connection therewith, in each case whether arising before or after the date hereof or as a result of performance hereunder or thereunder. Except as set forth herein, each party reserves all rights, remedies, powers, or privileges available under the Merger Agreement, at law or otherwise.

 

3. Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Waiver.

 

4. Governing Law. This Waiver shall be governed by and construed exclusively in accordance with the laws of the State of New York without regard to conflicts of law principles.

 

5. Counterparts. This Waiver may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party.

 

[signature page follows]

 

 

 

 

IN WITNESS WHEREOF, each of the undersigned parties has duly executed this Waiver as of the date first above written.

 

  GENESIS UNICORN CAPITAL CORP.
     
  By: /s/ Samuel Lui
  Name: Samuel Lui
  Title: President & CFO
     
  Purchaser:
     
  ESGL HOLDINGS LIMITED
     
  By: /s/ Samuel Lui
  Name: Samuel Lui
  Title: Authorized Signatory
     
  Merger Sub:
     
  ESGH MERGER SUB CORP.
     
  By: /s/ Samuel Lui
  Name: Samuel Lui
  Title: Authorized Signatory
     
  ENVIRONMENTAL SOLUTIONS GROUP HOLDINGS LIMITED
     
  By: /s/ Quek Leng Chuang
  Name: Quek Leng Chuang
  Title: Chairman & CEO
     
  Shareholder Representative:
     
  /s/ Quek Leng Chuang
  Quek Leng Chuang

 

 

v3.23.2
Cover
Jul. 26, 2023
Document Type 8-K
Amendment Flag false
Document Period End Date Jul. 26, 2023
Entity File Number 001-41287
Entity Registrant Name GENESIS UNICORN CAPITAL CORP.
Entity Central Index Key 0001853112
Entity Tax Identification Number 85-4283150
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 281 Witherspoon Street
Entity Address, Address Line Two Suite 120
Entity Address, City or Town Princeton
Entity Address, State or Province NJ
Entity Address, Postal Zip Code 08540
City Area Code (609)
Local Phone Number 466-0792
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
Units, each consisting of one share of Class A Common Stock, $0.0001 par value, and one redeemable warrant  
Title of 12(b) Security Units, each consisting of one share of Class A Common Stock, $0.0001 par value, and one redeemable warrant
Trading Symbol GENQU
Security Exchange Name NASDAQ
Class A Common Stock, $0.0001 par value  
Title of 12(b) Security Class A Common Stock, $0.0001 par value
Trading Symbol GENQ
Security Exchange Name NASDAQ
Redeemable warrants, each warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share  
Title of 12(b) Security Redeemable warrants, each warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
Trading Symbol GENQW
Security Exchange Name NASDAQ

Genesis Unicorn Capital (NASDAQ:GENQU)
Historical Stock Chart
From Sep 2024 to Oct 2024 Click Here for more Genesis Unicorn Capital Charts.
Genesis Unicorn Capital (NASDAQ:GENQU)
Historical Stock Chart
From Oct 2023 to Oct 2024 Click Here for more Genesis Unicorn Capital Charts.