GGAA Genesis Growth Tech Acquisition Corporation

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

(b) By letter dated May 15, 2023, Citrin Cooperman & Company, LLP (“Citrin”), our former independent registered public accounting firm, advised the Audit Committee Chair and the Chief Executive Officer of Genesis Growth Tech Acquisition Corp. (the “Company”), that for the reasons set forth below, Citrin could not continue to be associated with the following financial statements of the Company (collectively, the “Impacted Financial Statements”):

Citrin advised that the Impacted Financial Statements each included a line item entitled “Cash.”

Citrin stated that on May 12, 2023, it was notified by the Company’s Chief Executive Officer, Eyal Perez, that this cash account is not an asset of the Company. Specifically, Mr. Perez indicated to Citrin that this cash account, which is an operating bank account in Geneva, Switzerland, is not owned by the Company and was not owned by the Company during any of the periods covered by the Impacted Financial Statements. Based on the information provided by Mr. Perez, Citrin stated its belief that the Impacted Financial Statements may be incorrect, and the impact of this error may be material to the Impacted Financial Statements.

The letter from Citrin noted that during its audit and interim review procedures, Mr. Perez represented, among other things, that the cash account was owned by the Company. As a result of Mr. Perez’s communication of May 12, 2023 to the contrary, Citrin determined that the audit evidence obtained from the Company to perform the audit and interim review procedures over the Company’s cash account was not reliable. Citrin further stated that given the discovery of this new information and possible misstatements in the Impacted Financial Statements, it had concerns about the integrity of management including but not limited to their previously provided management representations.

As a result, Citrin advised that it could not continue to be associated with the Impacted Financial Statements and was withdrawing its reports dated April 15, 2022, and September 23, 2022. Moreover, Citrin advised the Company that it had concluded that the Impacted Financial Statements should no longer be relied upon and that the appropriate actions should be taken to prevent further reliance on the Impacted Financial Statements, including disclosure in a Current Report on Form 8-K pursuant to Item 4.02(b) of that form.

The Company is making that disclosure herewith and in a Current Report on Form 8-K filed on May 23, 2023, setting forth the steps it is taking to correct and remediate the error.

Neither the Company’s Audit Committee Chair nor its Board of Directors has discussed the matters disclosed in this filing with Citrin.

The Company provided Citrin with the disclosures under this Item 4.02(b) and requested Citrin to furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made by the Company in this Item 4.02(b) and, if not, stating the respects in which it does not agree. Upon receipt, Citrin’s letter will be filed as Exhibit 16.1 by an amendment to this report on Form 8-K/A.