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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
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.
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.
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 |
|
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 |
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Genesis Unicorn Capital (NASDAQ:GENQU)
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