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.

In the course of the audit of Genesis Growth Tech Acquisition Corp.’s (the “Company”) the Company’s financial statements for the year ended December 31, 2022, it was learned that in an inadvertent error, the Company did not maintain an operating account in its name, but rather used an operating account in the name of the Sponsor. Accordingly, the previously issued financial statements had a cash line on the balance sheet representing cash that was thought to be in the Company’s bank account, but rather was in an account in the Sponsor’s name. As a result, the Company’s previously issued financial statements for the year ended December 31, 2021 and the quarters ended March 31, 2022, June 30, 2022 and September 30, 2022 are incorrect.

As a result of the inaccuracy, the previously issued financial statements are no longer to be relied upon and are to be restated and corrected in order to reflect the appropriate accounting treatment.

The Company does not intend to file an amendment to the Company’s previously filed Annual Report on Form 10-K for the year ended December 31, 2021 and its previously filed Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022, June 30, 2022 and September 30, 2022. Rather, the Company will include restated and corrected financial statements for the year ended December 31, 2021, in its Form 10-K for the year ended December 31, 2022, which has not yet been filed as well as for the referenced quarterly periods.

The Company’s accountants are currently conducting a materiality analysis of the impact of the error on the Company’s balance sheets for the relevant periods, after which the Company will work with its current and predecessor auditing firms to restate and correct the financial statements for the affected periods. The error only affects the Company’s balance sheets; it has no impact on its profit and loss statements or its statements of cash flows.

As a result of the error, the Company expects that its Annual Report on Form 10-K for the year ended December 31, 2022, when filed, will also disclose that the Company’s internal controls over financial reporting were ineffective as of such date and set forth remediation steps the Company plans to take to address such deficiency.

On May 23, 2023, Citrin Cooperman & Company, LLP (“Citrin”), the Company’s prior independent registered public accounting firm, furnished 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 stating the respects in which it does not agree. A copy of Citrin’s letter is attached as Exhibit 16.1 to this report.