GGAA / Genesis Growth Tech Acquisition Corp - Class A - SEC Filings, Annual Report, Proxy Statement

Genesis Growth Tech Acquisition Corp - Class A
US ˙ NASDAQ
THIS SYMBOL IS NO LONGER ACTIVE

Basic Stats
CIK 1865697
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Genesis Growth Tech Acquisition Corp - Class A
SEC Filings (Chronological Order)
This page provides a complete, chronological list of SEC Filings, excluding ownership filings which we provide elsewhere.
August 28, 2024 20-F/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F/A (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 ☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F/A (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1

August 15, 2024 EX-3.1

THE COMPANIES ACT (AS REVISED) EXEMPTED COMPANY LIMITED BY SHARES FOURTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF NEUROMIND AI CORP. (ADOPTED BY SPECIAL RESOLUTION DATED MAY 21 2024)

Exhibit 3.1 THE COMPANIES ACT (AS REVISED) EXEMPTED COMPANY LIMITED BY SHARES FOURTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF NEUROMIND AI CORP. (ADOPTED BY SPECIAL RESOLUTION DATED MAY 21 2024) 1. The name of the Company is NeuroMind AI Corp.. 2. The registered office of the Company shall be at the offices of Conyers Trust Company (Cayman) Limited, Cricket Square, Hutchins D

August 15, 2024 EX-10.2

WARRANT EXCHANGE AGREEMENT

Exhibit 10.2 WARRANT EXCHANGE AGREEMENT This WARRANT EXCHANGE AGREEMENT dated as of July 30, 2024, is by and between Genesis Growth Tech Acquisition Corp., a Cayman Islands exempted company (the “Genesis SPAC”) and Genesis Growth Tech LLC, a Cayman Island limited liability company (“Genesis Sponsor”). WHEREAS, on December 8, 2021, the Genesis SPAC entered into a Private Placement Warrants Purchase

August 15, 2024 20FR12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20FR12B (Mark One) ☒ REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 ☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20FR12B (Mark One) ☒ REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF

August 15, 2024 EX-10.1

Patent Purchase Agreement

Exhibit 10.1 Patent Purchase Agreement This PATENT PURCHASE AGREEMENT (this “Agreement”) is entered into, as of the Effective Date (defined below), by and between Genesis Growth Tech LLC, a Cayman Islands limited liability company, with an office at SIX, 2nd Floor, Cricket Square, PO Box 2681, Grand Cayman KY1-1111, Cayman Islands (“Purchaser”), and MindMaze Group SA, a Swiss corporation, with an

August 14, 2024 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2024 Commission File Number: 001-411

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2024 Commission File Number: 001-41138 NEUROMIND AI CORP. (Exact Name of Registrant as Specified in its Charter) Bahnhofstrasse 3 Hergiswil Nidwalden,Switzerland 6052 (Address of Princip

August 8, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41138 NEUROMIND

May 24, 2024 8-K

Regulation FD Disclosure, Submission of Matters to a Vote of Security Holders

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 May 21, 2024 Date of Report (Date of earliest event reported) Genesis Growth Tech Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-41138 98-1601264 (State or other jurisdiction of incorporat

May 17, 2024 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

May 10, 2024 DEFM14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

May 7, 2024 CORRESP

May 7, 2024

Loeb & Loeb LLP 345 Park Avenue New York, NY 10154 Main Fax 212.407.4000 212.407.4990 May 7, 2024 Via EDGAR Division of Corporation Finance Office of Energy & Transportation U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attn: Ameen Hamady Jennifer Monick Kibum Park David Link Re: Genesis Growth Tech Acquisition Corp. Amendment No. 3 to Preliminary Proxy Statement

May 7, 2024 PRER14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 4)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 4) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

April 22, 2024 PRER14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 3)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 3) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

April 19, 2024 CORRESP

April 19, 2024

Loeb & Loeb LLP 345 Park Avenue New York, NY 10154 Main Fax 212.407.4000 212.407.4990 April 19, 2024 Via EDGAR Division of Corporation Finance Office of Energy & Transportation U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attn: Ameen Hamady Jennifer Monick Kibum Park David Link Re: Genesis Growth Tech Acquisition Corp. Amendment No. 2 to Preliminary Proxy Stateme

March 21, 2024 PRER14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

March 21, 2024 CORRESP

2

Loeb & Loeb LLP 345 Park Avenue New York, NY 10154 Main 212.407.4000 Fax 212.407.4990 March 21, 2024 Via EDGAR Division of Corporation Finance Office of Real Estate & Construction U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attn: Kibum Park David Link Ameen Hamady Jennifer Monick Re: Genesis Growth Tech Acquisition Corp. Preliminary Proxy Statement on Schedule 1

March 6, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41138 GENESIS GROWTH

February 22, 2024 SC 13G/A

GGAAF / Genesis Growth Tech Acquisition Corp. / Shaolin Capital Management LLC Passive Investment

SC 13G/A 1 shaolinggaa123123a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Genesis Growth Tech Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, $0.0001 par value per share (Title of Class of Securities) G3R23D102 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing

February 14, 2024 CORRESP

February 12, 2024

Loeb & Loeb LLP 345 Park Avenue New York, NY 10154 Main 212.407.4000 Fax 212.407.4990 February 12, 2024 Via EDGAR Division of Corporation Finance Office of Real Estate & Construction U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attn: Kibum Park David Link Ameen Hamady Jennifer Monick Re: Genesis Growth Tech Acquisition Corp. Preliminary Proxy Statement on Schedul

February 13, 2024 PRER14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

February 13, 2024 SC 13G/A

KYG3R23D1021 / Genesis Growth Tech Acquisition Corp. / GLAZER CAPITAL, LLC Passive Investment

SC 13G/A 1 ggaaf20231231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 GENESIS GROWTH TECH ACQUISITION CORP. (Name of Issuer) Class A Ordinary Shares, $0.0001 par value per share (Title of Class of Securities) G3R23D102 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Chec

February 8, 2024 SC 13G/A

KYG3R23D1104 / Genesis Growth Tech Acquisition Corp. / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment

SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Genesis Growth Tech Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G3R23D110 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Stateme

December 15, 2023 EX-FILING FEES

Calculation of Filing Fee Tables SCHEDULE 14A (Form Type) GENESIS GROWTH TECH ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Table 1 – Transaction Value

Exhibit 107 Calculation of Filing Fee Tables SCHEDULE 14A (Form Type) GENESIS GROWTH TECH ACQUISITION CORP.

December 15, 2023 PREM14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

November 24, 2023 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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 Date of Report (Date of earliest event reported): November 20, 2023 GENESIS GROWTH TECH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-41138 98-1601264 (State or other jurisdiction of inco

November 24, 2023 425

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 Date of Report (Date of earliest event reported): November 20, 2023 GENESIS GROWTH

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 Date of Report (Date of earliest event reported): November 20, 2023 GENESIS GROWTH TECH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-41138 98-1601264 (State or other jurisdiction of inco

November 20, 2023 EX-2.1

Contribution and Business Combination Agreement, dated as of November 20, 2023, by and between Genesis Growth Tech Acquisition Corp. and Genesis Growth Tech LLC.

Exhibit 2.1 EXECUTION VERSION CONTRIBUTION AND BUSINESS COMBINATION AGREEMENT dated November 20, 2023 by and between Genesis Growth Tech Acquisition Corp. and Genesis Growth Tech LLC Table of Contents Page ARTICLE I DEFINITIONS 2 1.1 Definitions 2 1.2 Construction 7 ARTICLE II PURCHASE AND SALE 8 2.1 Contribution 8 2.2 Assumption of Liabilities 8 2.3 Exchange 9 2.4 Taking of Necessary Action; Furt

November 20, 2023 425

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 Date of Report (Date of earliest event reported): November 20, 2023 GENESIS GROWTH

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 Date of Report (Date of earliest event reported): November 20, 2023 GENESIS GROWTH TECH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-41138 98-1601264 (State or other jurisdiction of inco

November 20, 2023 EX-2.1

Contribution and Business Combination Agreement, dated as of November 20, 2023, by and between Genesis Growth Tech Acquisition Corp. and Genesis Growth Tech LLC.

Exhibit 2.1 EXECUTION VERSION CONTRIBUTION AND BUSINESS COMBINATION AGREEMENT dated November 20, 2023 by and between Genesis Growth Tech Acquisition Corp. and Genesis Growth Tech LLC Table of Contents Page ARTICLE I DEFINITIONS 2 1.1 Definitions 2 1.2 Construction 7 ARTICLE II PURCHASE AND SALE 8 2.1 Contribution 8 2.2 Assumption of Liabilities 8 2.3 Exchange 9 2.4 Taking of Necessary Action; Furt

November 20, 2023 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 Date of Report (Date of earliest event reported): November 20, 2023 GENESIS GROWTH TECH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-41138 98-1601264 (State or other jurisdiction of inco

November 9, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41138 GENES

November 9, 2023 EX-10.1

January 26, 2023 Waiver Letter from Nomura Securities International, Inc. to Genesis Growth Tech Acquisition Corp.

Exhibit 10.1 Nomura Securities International, Inc. Worldwide Plaza, 309 West 49th Street, New York, NY 10019-7316 Tel (212) 667-9000 Fax (212) 667-9100 January 26, 2023 Genesis Growth Tech Acquisition Corp. Bahnhofstrasse 3, 6052 Hergiswil Nidwalden, Switzerland Attention: Eyal Perez With copy to: Orrick, Herrington & Sutcliffe LLP 222 Berkeley Street, Suite 2000 Boston, MA 02116 Attention: Albert

September 5, 2023 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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 Date of Report (Date of earliest event reported): August 31, 2023 GENESIS GROWTH TECH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-41138 98-1601264 (State or other jurisdiction of incorp

September 5, 2023 EX-3.1

Third Amended and Restated Memorandum and Articles of Association of Genesis Growth Tech Acquisition Corp.

Exhibit 3.1 THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES THIRD AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF GENESIS GROWTH TECH ACQUISITION CORP. (adopted by special resolution dated 31 AUGUST 2023) 1 The name of the Company is Genesis Growth Tech Acquisition Corp. 2 The Registered Office of the Company shall be at the offices of Conyers Trust Co

August 18, 2023 8-K

Termination of a Material Definitive Agreement, Financial Statements and Exhibits

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 Date of Report (Date of earliest event reported): August 16, 2023 GENESIS GROWTH TECH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-41138 98-1601264 (State or other jurisdiction of incorp

August 18, 2023 DEFA14A

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 Date of Report (Date of earliest event reported): August 16, 2023 GENESIS GROWTH TE

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 Date of Report (Date of earliest event reported): August 16, 2023 GENESIS GROWTH TECH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-41138 98-1601264 (State or other jurisdiction of incorp

August 18, 2023 EX-10.1

Termination of Agreement and Plan of Merger Agreement dated August 16, 2023, by and between Genesis Growth Tech Acquisition Corp., GGAC Merger Sub, Inc., Eyal Perez, NextTrip Holdings, Inc. and William Kerby

Exhibit 10.1 TERMINATION OF AGREEMENT AND PLAN OF MERGER THIS TERMINATION OF AGREEMENT AND PLAN OF MERGER (this “Termination Agreement”) is entered into as of August 16, 2023 (the “Termination Date”), by and between (i) Genesis Growth Tech Acquisition Corp., a Cayman Islands exempted company (the “SPAC”), (ii) GGAC Merger Sub, Inc., a Florida corporation and a wholly-owned subsidiary of the SPAC (

August 18, 2023 EX-10.1

Termination of Agreement and Plan of Merger Agreement dated August 16, 2023, by and between Genesis Growth Tech Acquisition Corp., GGAC Merger Sub, Inc., Eyal Perez, NextTrip Holdings, Inc. and William Kerby

Exhibit 10.1 TERMINATION OF AGREEMENT AND PLAN OF MERGER THIS TERMINATION OF AGREEMENT AND PLAN OF MERGER (this “Termination Agreement”) is entered into as of August 16, 2023 (the “Termination Date”), by and between (i) Genesis Growth Tech Acquisition Corp., a Cayman Islands exempted company (the “SPAC”), (ii) GGAC Merger Sub, Inc., a Florida corporation and a wholly-owned subsidiary of the SPAC (

August 11, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

August 10, 2023 CORRESP

August 10, 2023

August 10, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.

August 10, 2023 CORRESP

August 10, 2023

August 10, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.

August 10, 2023 CORRESP

CORRESP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

August 9, 2023 EX-10.1

January 26, 2023 Waiver Letter from Nomura Securities International, Inc. to Genesis Growth Tech Acquisition Corp.

Exhibit 10.1 Nomura Securities International, Inc. Worldwide Plaza, 309 West 49th Street, New York, NY 10019-7316 Tel (212) 667-9000 Fax (212) 667-9100 January 26, 2023 Genesis Growth Tech Acquisition Corp. Bahnhofstrasse 3, 6052 Hergiswil Nidwalden, Switzerland Attention: Eyal Perez With copy to: Orrick, Herrington & Sutcliffe LLP 222 Berkeley Street, Suite 2000 Boston, MA 02116 Attention: Albert

August 9, 2023 CORRESP

August 9, 2023

August 9, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.

August 9, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41138 GENESIS GR

August 1, 2023 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

July 25, 2023 8-K

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 Date of Report (Date of earliest event reported): July 21, 2023 GENESIS GROWTH TECH

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 Date of Report (Date of earliest event reported): July 21, 2023 GENESIS GROWTH TECH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-41138 98-1601264 (State or other jurisdiction of incorpor

July 19, 2023 EX-10.1

Extension Promissory Note dated July 19, 2023, by and between Genesis Growth Tech Acquisition Corp., as maker and Genesis Growth Tech LLC, as payee

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

July 19, 2023 8-K

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 Date of Report (Date of earliest event reported): July 19, 2023 GENESIS GROWTH TECH

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 Date of Report (Date of earliest event reported): July 19, 2023 GENESIS GROWTH TECH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-41138 98-1601264 (State or other jurisdiction of incorpor

July 14, 2023 8-K

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 Date of Report (Date of earliest event reported): July 14, 2023 GENESIS GROWTH TECH

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 Date of Report (Date of earliest event reported): July 14, 2023 GENESIS GROWTH TECH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-41138 98-1601264 (State or other jurisdiction of incorpor

July 14, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41138 GENESIS G

July 14, 2023 EX-10.1

January 26, 2023 Waiver Letter from Nomura Securities International, Inc. to Genesis Growth Tech Acquisition Corp.

Exhibit 10.1 Nomura Securities International, Inc. Worldwide Plaza, 309 West 49th Street, New York, NY 10019-7316 Tel (212) 667-9000 Fax (212) 667-9100 January 26, 2023 Genesis Growth Tech Acquisition Corp. Bahnhofstrasse 3, 6052 Hergiswil Nidwalden, Switzerland Attention: Eyal Perez With copy to: Orrick, Herrington & Sutcliffe LLP 222 Berkeley Street, Suite 2000 Boston, MA 02116 Attention: Albert

July 14, 2023 EX-99.1

Genesis Growth Tech Acquisition Corp. Announces Receipt of Nasdaq Delisting Notification

Exhibit 99.1 Genesis Growth Tech Acquisition Corp. Announces Receipt of Nasdaq Delisting Notification Nidwalden, Switzerland (July 14, 2023) - Genesis Growth Tech Acquisition Corp. (Nasdaq: GGAA) (“GGAA” or “Genesis”), today announced that on July 14, 2023, it received a notice (“Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”). The Notice advised the Compa

July 13, 2023 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-4

June 30, 2023 8-K

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 Date of Report (Date of earliest event reported): June 28, 2023 GENESIS GROWTH TECH

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 Date of Report (Date of earliest event reported): June 28, 2023 GENESIS GROWTH TECH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-41138 98-1601264 (State or other jurisdiction of incorpor

June 20, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41138 GENESIS GROWTH

June 16, 2023 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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 Date of Report (Date of earliest event reported): June 13, 2023 GENESIS GROWTH TECH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-41138 98-1601264 (State or other jurisdiction of incorpor

May 26, 2023 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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 Date of Report (Date of earliest event reported): May 23, 2023 GENESIS GROWTH TECH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-41138 98-1601264 (State or other jurisdiction of incorpora

May 26, 2023 EX-99.1

Genesis Growth Tech Acquisition Corp. Receives Notice from Nasdaq Regarding Delayed Quarterly Report

Exhibit 99.1 Genesis Growth Tech Acquisition Corp. Receives Notice from Nasdaq Regarding Delayed Quarterly Report Nidwalden, Switzerland (May 26, 2023) - Genesis Growth Tech Acquisition Corp. (Nasdaq: GGAA) (“GGAA” or “Genesis”), announced today that it had received a notification letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating GGAA was not in co

May 24, 2023 8-K

Financial Statements and Exhibits, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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 Date of Report (Date of earliest event reported): May 15, 2023 GENESIS GROWTH TECH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-41138 98-1601264 (State or other jurisdiction of incorpora

May 24, 2023 EX-99.1

May 24, 2023

Exhibit 99.1 May 24, 2023 United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7561 Ladies and Gentlemen: We have read Item 4.02 of the Form 8-K dated May 15, 2023 of Genesis Growth Tech Acquisition Corp. filed with the Securities and Exchange Commission on May 24, 2023 and are in agreement with the statements contained therein as much as they relate to our fi

May 24, 2023 425

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 Date of Report (Date of earliest event reported): May 22, 2023 GENESIS GROWTH TECH

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 Date of Report (Date of earliest event reported): May 22, 2023 GENESIS GROWTH TECH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-41138 98-1601264 (State or other jurisdiction of incorpora

May 24, 2023 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 Date of Report (Date of earliest event reported): May 22, 2023 GENESIS GROWTH TECH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-41138 98-1601264 (State or other jurisdiction of incorpora

May 24, 2023 EX-2.1

Agreement and Plan of Merger, dated as of May 22, 2023, by and among Genesis Growth Tech Acquisition Corp., GGAC Merger Sub, Inc., Eyal Perez in the capacity as the Purchase Representative, William Kerby in the capacity as the Seller Representative and NextTrip Holdings, Inc. (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on May 24, 2023)( File No.: 001-41138)

Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among GENESIS GROWTH TECH ACQUISITION CORP. as the Purchaser, GGAC MERGER SUB, INC., as Merger Sub, EYAL PEREZ in the capacity as the Purchaser Representative, WILLIAM KERBY in the capacity as the Seller Representative, and NEXTTRIP HOLDINGS, INC., as the Company, Dated as of May 22, 2023 TABLE OF CONTENTS Page ARTICLE I. MERGER 2 1

May 24, 2023 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 15, 2023 GENESIS GROWTH TEC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 15, 2023 GENESIS GROWTH TECH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-41138 98-1601264 (State or other jurisdiction of incorpo

May 24, 2023 EX-16.1

Letter from Citrin Cooperman & Company, LLP dated May 23, 2023 (filed as Exhibit 16.1 to the Company’s Current Report on Form 8-K/A, filed with the SEC on May 24, 2023)( File No.: 001-41138)

Exhibit 16.1 May 23, 2023 United States Securities and Exchange Commission Office of the Chief Accountant 100 F Street, N.E. Washington, DC 20549-7561 Ladies and Gentlemen: We have read the statements made by Genesis Growth Tech Acquisition Corp. (the “Company”), our former client, pursuant to Item 4.02, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed

May 24, 2023 EX-2.1

Agreement and Plan of Merger, dated as of May 22, 2023, by and among Genesis Growth Tech Acquisition Corp., GGAC Merger Sub, Inc., Eyal Perez in the capacity as the Purchase Representative, William Kerby in the capacity as the Seller Representative and NextTrip Holdings, Inc.

Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among GENESIS GROWTH TECH ACQUISITION CORP. as the Purchaser, GGAC MERGER SUB, INC., as Merger Sub, EYAL PEREZ in the capacity as the Purchaser Representative, WILLIAM KERBY in the capacity as the Seller Representative, and NEXTTRIP HOLDINGS, INC., as the Company, Dated as of May 22, 2023 TABLE OF CONTENTS Page ARTICLE I. MERGER 2 1

May 24, 2023 8-K/A

Financial Statements and Exhibits, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 22, 2023 GENESIS GROWTH TECH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-41138 98-1601264 (State or other jurisdiction of incorpo

May 23, 2023 EX-99.1

Genesis Growth Tech Acquisition Corp. Announces Execution of Business Combination Agreement with Travel Technology Innovator – NextTrip

Exhibit 99.1 Genesis Growth Tech Acquisition Corp. Announces Execution of Business Combination Agreement with Travel Technology Innovator – NextTrip Nidwalden, Switzerland May 22, 2023 – Genesis Growth Tech Acquisition Corp., (NASDAQ: GGAA), a special purpose acquisition company, and NextTrip Holdings, Inc., a travel technology incubator based in Sunrise, Florida (“NextTrip”), announced today that

May 23, 2023 8-K

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 Date of Report (Date of earliest event reported): May 22, 2023 GENESIS GROWTH TECH

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 Date of Report (Date of earliest event reported): May 22, 2023 GENESIS GROWTH TECH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-41138 98-1601264 (State or other jurisdiction of incorpora

May 23, 2023 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 22, 2023 GENESIS GROWTH TEC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 22, 2023 GENESIS GROWTH TECH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-41138 98-1601264 (State or other jurisdiction of incorpo

May 15, 2023 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

April 21, 2023 8-K

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 Date of Report (Date of earliest event reported): April 21, 2023 (April 19, 2023) G

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 Date of Report (Date of earliest event reported): April 21, 2023 (April 19, 2023) GENESIS GROWTH TECH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-41138 98-1601264 (State or other jurisd

April 21, 2023 EX-99.1

Genesis Growth Tech Acquisition Corp. Receives Notice from Nasdaq Regarding Delayed Annual Report

Exhibit 99.1 Genesis Growth Tech Acquisition Corp. Receives Notice from Nasdaq Regarding Delayed Annual Report Nidwalden, Switzerland (April 21, 2023) - Genesis Growth Tech Acquisition Corp. (Nasdaq: GGAA) (“GGAA” or “Genesis”), announced today that it had received a notification letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating GGAA was not in com

April 17, 2023 8-K

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 Date of Report (Date of earliest event reported): April 17, 2023 (April 12, 2023) G

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 Date of Report (Date of earliest event reported): April 17, 2023 (April 12, 2023) GENESIS GROWTH TECH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-41138 98-1601264 (State or other jurisd

April 17, 2023 EX-16.1

Letter of Citrin Cooperman & Company, LLP dated April 17, 2023 (filed as Exhibit 16.1 to the Company’s Current Report on Form 8-K, filed with the SEC on April 17, 2023)( File No.: 001-41138)

Exhibit 16.1 April 17, 2023 United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7561 Ladies and Gentlemen: We have read the statements made by Genesis Growth Tech Acquisition Corp. pursuant to Item 4.01(a) of the Current Report on Form 8-K dated April 17, 2023, which we understand will be filed with the Securities and Exchange Commission. We agree with the st

April 3, 2023 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

March 6, 2023 EX-10.1

Termination of Business Combination Agreement dated March 6, 2023, by and between Biolog-ID S.A and Genesis Growth Tech Acquisition Corp. (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on March 6, 2023)( File No.: 001-41138)

Exhibit 10.1 Execution Copy TERMINATION OF THE BUSINESS COMBINATION AGREEMENT THIS TERMINATION OF THE BUSINESS COMBINATION AGREEMENT (this “Termination Agreement”) is entered into as of March 6, 2023 (the “Termination Date”), by and between Biolog-ID S.A., a French société anonyme (“Biolog”) and Genesis Growth Tech Acquisition Corp., a Cayman Islands exempted company (“SPAC” and together with Biol

March 6, 2023 8-K

Termination of a Material Definitive Agreement, Financial Statements and Exhibits

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 Date of Report (Date of earliest event reported): March 6, 2023 GENESIS GROWTH TECH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-41138 98-1601264 (State or other jurisdiction of incorpor

February 22, 2023 425

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 Date of Report (Date of earliest event reported): February 22, 2023 GENESIS GROWTH

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 Date of Report (Date of earliest event reported): February 22, 2023 GENESIS GROWTH TECH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-41138 98-1601264 (State or other jurisdiction of inco

February 22, 2023 EX-3.1

Second Amended and Restated Memorandum and Articles of Association of Genesis Growth Tech Acquisition Corp.

Exhibit 3.1 THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF GENESIS GROWTH TECH ACQUISITION CORP. (adopted by special resolution dated 22 FEBRUARY 2023) 1 The name of the Company is Genesis Growth Tech Acquisition Corp. 2 The Registered Office of the Company shall be at the offices of Conyers Trust

February 22, 2023 EX-3.1

Second Amended and Restated Memorandum and Articles of Association of Genesis Growth Tech Acquisition Corp. (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on February 22, 2023)( File No.: 001-41138)

Exhibit 3.1 THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF GENESIS GROWTH TECH ACQUISITION CORP. (adopted by special resolution dated 22 FEBRUARY 2023) 1 The name of the Company is Genesis Growth Tech Acquisition Corp. 2 The Registered Office of the Company shall be at the offices of Conyers Trust

February 22, 2023 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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 Date of Report (Date of earliest event reported): February 22, 2023 GENESIS GROWTH TECH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-41138 98-1601264 (State or other jurisdiction of inco

February 14, 2023 SC 13G

KYG3R23D1021 / Genesis Growth Tech Acquisition Corp. / GLAZER CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Genesis Growth Tech Acquisition Corporation (Name of Issuer) Class A ordinary shares par value $0.0001 per share (Title of Class of Securities) G3R23D102 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to d

February 14, 2023 SC 13G/A

KYG3R23D1104 / Genesis Growth Tech Acquisition Corp. / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment

SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Genesis Growth Tech Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G3R23D110 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Stateme

February 14, 2023 SC 13G

KYG3R23D1021 / Genesis Growth Tech Acquisition Corp. / Shaolin Capital Management LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Genesis Growth Tech Acquisition Corp. (Name of Issuer) Class A Ordinary Shares (Title of Class of Securities) G3R23D102 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule

February 8, 2023 DEFR14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

February 7, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

January 24, 2023 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

January 12, 2023 SC 13G/A

KYG3R23D1021 / Genesis Growth Tech Acquisition Corp. / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment

SC 13G/A 1 GGAASC13GA1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) GENESIS GROWTH TECH ACQUISITION CORP. (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G3R23D102 (CUSIP Number) DECEMBER 31, 2022 (Date of event which requires filing of this s

December 13, 2022 EX-10.1

Letter Agreement, dated as of December 12, 2022, by and among Genesis Growth Tech Acquisition Corp., Genesis Growth Tech LLC and Biolog-ID S.A.

EX-10.1 2 ea170089ex10-1genesis.htm LETTER AGREEMENT, DATED AS OF DECEMBER 12, 2022, BY AND AMONG GENESIS GROWTH TECH ACQUISITION CORP., GENESIS GROWTH TECH LLC AND BIOLOG-ID S.A. Exhibit 10.1 This Letter Agreement is dated as of December 12, 2022 by and among Biolog-id, a société anonyme organized under the laws of France (“Biolog-id”), Genesis Growth Tech Acquisition Corp., an exempted company i

December 13, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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 Date of Report (Date of earliest event reported): December 13, 2022 (December 9, 2022) GENESIS GROWTH TECH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-41138 98-1601264 (State or other j

December 13, 2022 425

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 Date of Report (Date of earliest event reported): December 13, 2022 (December 9, 20

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 Date of Report (Date of earliest event reported): December 13, 2022 (December 9, 2022) GENESIS GROWTH TECH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-41138 98-1601264 (State or other j

December 13, 2022 EX-10.1

Letter Agreement, dated as of December 12, 2022, by and among Genesis Growth Tech Acquisition Corp., Genesis Growth Tech LLC and Biolog-ID S.A.

Exhibit 10.1 This Letter Agreement is dated as of December 12, 2022 by and among Biolog-id, a soci?t? anonyme organized under the laws of France (?Biolog-id?), Genesis Growth Tech Acquisition Corp., an exempted company incorporated under the laws of the Cayman Islands (?GGAA?), and Genesis Growth Tech LLC, a Cayman Islands limited liability company (?GGAA Sponsor?). Capitalized terms used but not

November 30, 2022 CORRESP

Austin • Century City • Dallas • Houston • Los Angeles • Newport Beach • New York • San Francisco • Silicon Valley • Washington, DC Beijing • Brussels • Hong Kong • London • Seoul • Shanghai • Singapore • Tokyo

CORRESP 1 filename1.htm O’Melveny & Myers LLP T: +1 415 984 8700 File Number: 0302574-00002 Two Embarcadero Center F: +1 415 984 8701 28ᵗʰ Floor omm.com San Francisco, CA 94111-3823 Kurt Berney D: +1 415 984 8989 [email protected] November 30, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, NE Washingt

November 17, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to GENESIS GROWTH TECH ACQUISITION CORP. (Exact name

November 15, 2022 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

NT 10-Q 1 ea168643-nt10qgenesis.htm NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on F

November 9, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 Date of Report (Date of earliest event reported): November 9, 2022 (November 8, 2022) GENESIS GROWTH TECH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-41138 98-1601264 (State or other ju

October 4, 2022 EX-99.1

Biolog - id Corporate Deck September 2022

Exhibit 99.1 Biolog - id Corporate Deck September 2022 2 Disclaimer (1/2) This investor presentation (this ?Presentation?) has been prepared for use by Biolog - ID (?Biolog - id?) and Genesis Growth Tech Acquisition Corp . (?GGAA?) in connection with their proposed business combination (the ?Business Combination?) . This Presentation is for information purposes only and may not be reproduced or re

October 4, 2022 425

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 Date of Report (Date of earliest event reported): October 4, 2022 (October 4, 2022)

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 Date of Report (Date of earliest event reported): October 4, 2022 (October 4, 2022) GENESIS GROWTH TECH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-41138 98-1601264 (State or other juri

October 4, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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 Date of Report (Date of earliest event reported): October 4, 2022 (October 4, 2022) GENESIS GROWTH TECH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-41138 98-1601264 (State or other juri

October 4, 2022 EX-99.1

Biolog - id Corporate Deck September 2022

Exhibit 99.1 Biolog - id Corporate Deck September 2022 2 Disclaimer (1/2) This investor presentation (this ?Presentation?) has been prepared for use by Biolog - ID (?Biolog - id?) and Genesis Growth Tech Acquisition Corp . (?GGAA?) in connection with their proposed business combination (the ?Business Combination?) . This Presentation is for information purposes only and may not be reproduced or re

September 23, 2022 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to GENESIS GROWTH TECH ACQUISITION COR

September 8, 2022 425

Biolog-id and Genesis Growth Tech Acquisition Corp. Announce Execution of Business Combination Agreement for Proposed Merger to Create Publicly Listed Digital Health Solutions Company Focused on Value Chain Optimization Anticipated Cash Resources to

Filed by Genesis Growth Tech Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Companies: Biolog-ID Genesis Growth Tech Acquisition Corp. (Commission File No. 001-41138) Biolog-id and Genesis Growth Tech Acquisition Corp. Announce Execution of Business Combination Agreement for Proposed

August 26, 2022 EX-10.4

Form of Registration Rights Agreement

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [?], 2022, is made and entered into by and among: (i) Biolog-id, a French soci?t? anonyme registered with the French Registry of commerce and companies under number 481 216 430 R.C.S. Nanterre (the ?Company?); (ii) the equityholders of Genesis Growth Tech Acquisition Corp., a Cayman Island

August 26, 2022 EX-10.5

Form of Confidentiality and Lock-Up Agreement

Exhibit 10.5 CONFIDENTIALITY AND LOCKUP AGREEMENT This Confidentiality and Lockup Agreement is dated as of [?], 2022 and is between Biolog-id, a French soci?t? anonyme registered with the French Registry of commerce and companies under number 481 216 430 R.C.S. Nanterre (the ?Company?), and each of the shareholder parties identified on Exhibit A hereto and the other persons who enter into a joinde

August 26, 2022 EX-10.2

Form of Transaction Support Agreement

Exhibit 10.2 TRANSACTION SUPPORT AGREEMENT THIS AGREEMENT is made as of [l], 2022 BETWEEN: The person executing this Agreement as ?Securityholder? on the signature page hereof (the ?Securityholder?); - and - Genesis Growth Tech Acquisition Corp., a Cayman Islands exempted company (?SPAC?). RECITALS: WHEREAS, on the date hereof, SPAC and Biolog-ID., a French soci?t? anonyme registered with the Fren

August 26, 2022 EX-10.1

Sponsor Letter Agreement, dated as of August 26, 2022, by and among Genesis Growth Tech LLC, Genesis Growth Tech Acquisition Corp. and Biolog-ID S.A.

Exhibit 10.1 SPONSOR LETTER AGREEMENT This SPONSOR LETTER AGREEMENT (this ?Agreement?), dated as of August 26, 2022, is made by and among Genesis Growth Tech LLC, a Cayman Islands limited liability company (the ?Sponsor?), Genesis Growth Tech Acquisition Corp., a Cayman Islands exempted company (?SPAC?), and Biolog-ID, a French soci?t? anonyme registered with the French Registry of commerce and co

August 26, 2022 EX-10.3

Form of Agreement of Merger

Exhibit 10.3 CRS comments 20 August 2022 including RSM and CO Subject to valuation works and discussions with the appraisers MERGER AGREEMENT BETWEEN BIOLOG-ID S.A. as Absorbing Company AND GENESIS GROWTH TECH ACQUISITION CORP. as Absorbed Company DATED [] 2022 TABLE OF CONTENTS SECTION PAGE 1. interpretative matters 1 2. presentation of the parties 2 2.1 Presentation of the Absorbing Company 2 2.

August 26, 2022 EX-10.4

Form of Registration Rights Agreement

EX-10.4 6 ea164990ex10-4genesis.htm FORM OF REGISTRATION RIGHTS AGREEMENT Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2022, is made and entered into by and among: (i) Biolog-id, a French société anonyme registered with the French Registry of commerce and companies under number 481 216 430 R.C.S. Nanterre (the “Company”); (ii) t

August 26, 2022 425

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 Date of Report (Date of earliest event reported): August 26, 2022 (August 26, 2022)

425 1 ea164990-8k425genesis.htm CURRENT REPORT 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 Date of Report (Date of earliest event reported): August 26, 2022 (August 26, 2022) GENESIS GROWTH TECH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Is

August 26, 2022 EX-2.1

Business Combination Agreement, dated as of August 26, 2022, by and between Biolog-ID S.A. and Genesis Growth Tech Acquisition Corp.

EX-2.1 2 ea164990ex2-1genesis.htm BUSINESS COMBINATION AGREEMENT, DATED AS OF AUGUST 26, 2022, BY AND BETWEEN BIOLOG-ID S.A. AND GENESIS GROWTH TECH ACQUISITION CORP Exhibit 2.1 BUSINESS COMBINATION AGREEMENT BY AND BETWEEN BIOLOG-ID S.A. AND GENESIS GROWTH TECH ACQUISITION CORP. DATED AS OF AUGUST 26, 2022 TABLE OF CONTENTS Page Article 1 CERTAIN DEFINITIONS 2 Section 1.1 Definitions 2 Article 2

August 26, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 Date of Report (Date of earliest event reported): August 26, 2022 (August 26, 2022) GENESIS GROWTH TECH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-41138 98-1601264 (State or other juri

August 26, 2022 EX-10.1

Sponsor Letter Agreement, dated as of August 26, 2022, by and among Genesis Growth Tech LLC, Genesis Growth Tech Acquisition Corp. and Biolog-ID S.A.

Exhibit 10.1 SPONSOR LETTER AGREEMENT This SPONSOR LETTER AGREEMENT (this ?Agreement?), dated as of August 26, 2022, is made by and among Genesis Growth Tech LLC, a Cayman Islands limited liability company (the ?Sponsor?), Genesis Growth Tech Acquisition Corp., a Cayman Islands exempted company (?SPAC?), and Biolog-ID, a French soci?t? anonyme registered with the French Registry of commerce and co

August 26, 2022 EX-2.1

Business Combination Agreement, dated as of August 26, 2022, by and between Biolog-ID S.A. and Genesis Growth Tech Acquisition Corp.

EX-2.1 2 ea164990ex2-1genesis.htm BUSINESS COMBINATION AGREEMENT, DATED AS OF AUGUST 26, 2022, BY AND BETWEEN BIOLOG-ID S.A. AND GENESIS GROWTH TECH ACQUISITION CORP Exhibit 2.1 BUSINESS COMBINATION AGREEMENT BY AND BETWEEN BIOLOG-ID S.A. AND GENESIS GROWTH TECH ACQUISITION CORP. DATED AS OF AUGUST 26, 2022 TABLE OF CONTENTS Page Article 1 CERTAIN DEFINITIONS 2 Section 1.1 Definitions 2 Article 2

August 26, 2022 EX-10.2

Form of Transaction Support Agreement

Exhibit 10.2 TRANSACTION SUPPORT AGREEMENT THIS AGREEMENT is made as of [l], 2022 BETWEEN: The person executing this Agreement as ?Securityholder? on the signature page hereof (the ?Securityholder?); - and - Genesis Growth Tech Acquisition Corp., a Cayman Islands exempted company (?SPAC?). RECITALS: WHEREAS, on the date hereof, SPAC and Biolog-ID., a French soci?t? anonyme registered with the Fren

August 26, 2022 EX-10.3

Form of Agreement of Merger

EX-10.3 5 ea164990ex10-3genesis.htm FORM OF AGREEMENT OF MERGER Exhibit 10.3 CRS comments 20 August 2022 including RSM and CO Subject to valuation works and discussions with the appraisers MERGER AGREEMENT BETWEEN BIOLOG-ID S.A. as Absorbing Company AND GENESIS GROWTH TECH ACQUISITION CORP. as Absorbed Company DATED [] 2022 TABLE OF CONTENTS SECTION PAGE 1. interpretative matters 1 2. presentation

August 26, 2022 EX-10.5

Form of Confidentiality and Lock-Up Agreement

Exhibit 10.5 CONFIDENTIALITY AND LOCKUP AGREEMENT This Confidentiality and Lockup Agreement is dated as of [?], 2022 and is between Biolog-id, a French soci?t? anonyme registered with the French Registry of commerce and companies under number 481 216 430 R.C.S. Nanterre (the ?Company?), and each of the shareholder parties identified on Exhibit A hereto and the other persons who enter into a joinde

August 23, 2022 EX-99.1

Biolog-id and Genesis Growth Tech Acquisition Corp. Announce Execution of Memorandum of Understanding for a Proposed Merger to Create Publicly Listed Digital Health Solutions Company Focused on Value Chain Optimization Anticipated Cash Resources to b

Exhibit 99.1 Biolog-id and Genesis Growth Tech Acquisition Corp. Announce Execution of Memorandum of Understanding for a Proposed Merger to Create Publicly Listed Digital Health Solutions Company Focused on Value Chain Optimization Anticipated Cash Resources to be used to Advance Biolog-id Value Chain Optimization Platform for Blood Products and other Biologics Bernay, France and Nidwalden, Switze

August 23, 2022 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 Date of Report (Date of earliest event reported): August 23, 2022 (August 22, 2022) GENESIS GROWTH TECH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-41138 98-1601264 (State or other juri

August 23, 2022 425

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 Date of Report (Date of earliest event reported): August 23, 2022 (August 22, 2022)

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 Date of Report (Date of earliest event reported): August 23, 2022 (August 22, 2022) GENESIS GROWTH TECH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-41138 98-1601264 (State or other juri

August 23, 2022 EX-2.1

Memorandum of Understanding, dated as of August 22, 2022 by and between Biolog-ID S.A. and Genesis Growth Tech Acquisition Corp.*

Exhibit 2.1 From: Genesis Growth Tech Acquisition Corp. a Cayman Islands exempted company Bahnhofstrasse 3 Hergiswil Nidwalden, Switzerland 6052 (the ?Absorbed Company?) To: Biolog-ID 46-48 Avenue du G?n?ral Leclerc 92100 Boulogne-Billancourt (the ?Absorbing Company?) To the attention of Mr Troy Hilsenroth, Chief Executive Officer Dated August 22, 2022 STRICTLY PRIVATE AND CONFIDENTIAL Memorandum

August 23, 2022 EX-2.1

Memorandum of Understanding, dated as of August 22, 2022 by and between Biolog-ID S.A. and Genesis Growth Tech Acquisition Corp.*

Exhibit 2.1 From: Genesis Growth Tech Acquisition Corp. a Cayman Islands exempted company Bahnhofstrasse 3 Hergiswil Nidwalden, Switzerland 6052 (the ?Absorbed Company?) To: Biolog-ID 46-48 Avenue du G?n?ral Leclerc 92100 Boulogne-Billancourt (the ?Absorbing Company?) To the attention of Mr Troy Hilsenroth, Chief Executive Officer Dated August 22, 2022 STRICTLY PRIVATE AND CONFIDENTIAL Memorandum

August 23, 2022 EX-99.1

Biolog-id and Genesis Growth Tech Acquisition Corp. Announce Execution of Memorandum of Understanding for a Proposed Merger to Create Publicly Listed Digital Health Solutions Company Focused on Value Chain Optimization Anticipated Cash Resources to b

Exhibit 99.1 Biolog-id and Genesis Growth Tech Acquisition Corp. Announce Execution of Memorandum of Understanding for a Proposed Merger to Create Publicly Listed Digital Health Solutions Company Focused on Value Chain Optimization Anticipated Cash Resources to be used to Advance Biolog-id Value Chain Optimization Platform for Blood Products and other Biologics Bernay, France and Nidwalden, Switze

August 12, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to GENESIS GROWTH TECH ACQUISITION CORP. (Exact name of re

May 16, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to GENESIS GROWTH TECH ACQUISITION CORP. (Exact name of r

April 15, 2022 EX-4.7

Description of Securities (incorporated by reference to Exhibit 4.7 to the Company’s Annual Report on Form 10-K (File No. 001-41138) filed with the SEC on April 15, 2022).

Exhibit 4.7 DESCRIPTION OF SECURITIES We are a Cayman Islands exempted company and our affairs are governed by our amended and restated memorandum and articles of association, the Companies Act and the common law of the Cayman Islands. Pursuant to our amended and restated memorandum and articles of association, we are authorized to issue 550,000,000 ordinary shares, including 500,000,000 Class A o

April 15, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41138 GENESIS GROWTH

April 7, 2022 SC 13G

INTEGRATED CORE STRATEGIES (US) LLC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 GENESIS GROWTH TECH ACQUISITION CORP. (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G3R23D102 (CUSIP Number) APRIL 1, 2022 (Date of event which requires filing of this statement) Check the appropriate box to designate

April 1, 2022 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

NT 10-K 1 ea157697-nt10kgenesis.htm NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Fo

March 10, 2022 SC 13G

Saba Capital Management, L.P. - FORM SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Genesis Growth Tech Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G3R23D110 (CUSIP Number) February 28, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate

February 14, 2022 SC 13G/A

Saba Capital Management, L.P. - FORM SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Genesis Growth Tech Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G3R23D110 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designa

February 8, 2022 SC 13G

Polar Asset Management Partners Inc. - FORM SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Genesis Growth Tech Acquisition Corp. (Name of Issuer) Class A Ordinary Shares (Title of Class of Securities) G3R23D110 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rul

January 31, 2022 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2022 GENESIS GROWTH TECH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-41138 98-1601264 (State or other jurisdiction

January 31, 2022 EX-99.1

Genesis Growth Tech Acquisition Corp. Announces the Separate Trading of its Class A Ordinary Shares and Warrants Commencing January 31, 2022

Exhibit 99.1 Genesis Growth Tech Acquisition Corp. Announces the Separate Trading of its Class A Ordinary Shares and Warrants Commencing January 31, 2022 NIDWALDEN, Switzerland, January 31, 2022-Genesis Growth Tech Acquisition Corp. (Nasdaq: GGAAU) (the ?Company?) announced that, commencing January 31, 2022, holders of the Company?s units may elect to separately trade the Class A ordinary shares a

December 21, 2021 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 21, 2021 GENESIS GROWTH TECH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-41138 98-1601264 (State or other jurisdiction

December 20, 2021 EX-99.1

GENESIS GROWTH TECH ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT

Exhibit 99.1 GENESIS GROWTH TECH ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT Page Audited Financial Statement of Genesis Growth Tech Acquisition Corp. Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of December 13, 2021 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of Genes

December 20, 2021 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 13, 2021 GENESIS GROWTH TECH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-41138 98-1601264 (State or other jurisdiction

December 17, 2021 SC 13G

Saba Capital Management, L.P. - FORM SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Genesis Growth Tech Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G3R23D110 (CUSIP Number) December 9, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate t

December 14, 2021 EX-10.7

First Amendment to Promissory Note, dated October 26, 2021, between the Registrant and the Sponsor

Exhibit 10.7 AMENDMENT NO. 1 TO PROMISSORY NOTE This Amendment No. 1 to Promissory Note (this ?Agreement?), dated as of October 26, 2021 and effective as of September 30, 2021, by and between Genesis Growth Tech Acquisition Corp., a Cayman Islands exempted company with limited liability (the ?Maker?), and Genesis Growth Tech LLC, a Cayman Islands limited liability company (the ?Payee?). WHEREAS, M

December 14, 2021 EX-4.2

Private Warrant Agreement, dated December 8, 2021, between the Company and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K (File No. 001-41138) filed with the SEC on December 14, 2021).

Exhibit 4.2 PRIVATE WARRANT AGREEMENT GENESIS GROWTH TECH ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated December 8, 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated December 8, 2021, is by and between Genesis Growth Tech Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trus

December 14, 2021 EX-3.1

Amended and Restated Memorandum and Articles of Association

Exhibit 3.1 THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF GENESIS GROWTH TECH ACQUISITION CORP. (adopted by special resolution dated 19 November 2021 and effective on 8 december 2021 THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIA

December 14, 2021 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 8, 2021 GENESIS GROWTH TECH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-41138 98-1601264 (State or other jurisdiction

December 14, 2021 EX-4.1

Public Warrant Agreement, dated December 8, 2021, between the Company and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-41138) filed with the SEC on December 14, 2021).

EX-4.1 4 ea152311ex4-1genesisgrow.htm PUBLIC WARRANT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE COMPANY Exhibit 4.1 PUBLIC WARRANT AGREEMENT GENESIS GROWTH TECH ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated December 8, 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated December 8, 2021, is by and between Genesis Growth Tech Acquisition Corp., a

December 14, 2021 EX-10.2

Registration and Shareholder Rights Agreement, dated December 8, 2021, among the Company, its officers and directors, and the Sponsor (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-41138) filed with the SEC on December 14, 2021).

Exhibit 10.2 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of December 8, 2021, is made and entered into by and among Genesis Growth Tech Acquisition Corp., a Cayman Islands exempted company (the “Company”), Genesis Growth Tech LLC, a Cayman Islands limited liability company (the “Sponsor”, and together with any person

December 14, 2021 EX-10.8

Securities Subscription Agreement, dated as of October 26, 2021

Exhibit 10.8 Genesis Growth Tech Acquisition Corp. May 26, 2021 Genesis Growth Tech LLC RE: Securities Subscription Agreement Ladies and gentlemen: This agreement (this “Agreement”) is entered into on May 26, 2021 by and between Genesis Growth Tech LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), and Genesis Growth Tech Acquisition Corp., a Cayman Islands exempted compa

December 14, 2021 EX-10.4

Administrative Services Agreement, dated December 8, 2021, between the Company and the Sponsor (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No. 001-41138) filed with the SEC on December 14, 2021).

Exhibit 10.4 Genesis Growth Tech Acquisition Corp. December 8, 2021 Genesis Growth Tech LLC Bahnhofstrasse 3, 6052 Hergiswil Nidwalden, Switzerland Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the ?Effective Date?) of the registration statement (the ?Registration Statement?) for the initial public offering (the ?IPO?) of the securities of Gen

December 14, 2021 EX-10.6

Promissory Note, dated as of May 26, 2021, between the Registrant and the Sponsor

Exhibit 10.6 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

December 14, 2021 EX-1.1

Underwriting Agreement between the Company and Nomura Securities International, Inc.

EX-1.1 2 ea152311ex1-1genesisgrow.htm UNDERWRITING AGREEMENT BETWEEN THE COMPANY AND NOMURA SECURITIES INTERNATIONAL, INC. Exhibit 1.1 GENESIS GROWTH TECH ACQUISITION CORP. 22,000,000 Units1 Units, each consisting of one (1) Class A ordinary share, $0.0001 par value, and one-half of one warrant Underwriting Agreement December 8, 2021 1 Plus an option to purchase from the Company up to 3,300,000 ad

December 14, 2021 EX-10.5

Letter Agreement, dated December 8, 2021, among the Company, its officers and directors, Nomura and the Sponsor (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K (File No. 001-41138) filed with the SEC on December 14, 2021).

EX-10.5 10 ea152311ex10-5genesisgrow.htm LETTER AGREEMENT AMONG THE COMPANY, THE SPONSOR AND THE COMPANY'S OFFICERS AND DIRECTORS Exhibit 10.5 December 8, 2021 Genesis Growth Tech Acquisition Corp. Bahnhofstrasse 3, 6052 Hergiswil Nidwalden, Switzerland Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwrit

December 14, 2021 EX-10.3

Private Placement Warrants Purchase Agreement, dated December 8, 2021, between the Company, the Sponsor and Nomura (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 001-41138) filed with the SEC on December 14, 2021).

EX-10.3 8 ea152311ex10-3genesisgrow.htm PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE SPONSOR Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of December 8, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Gene

December 14, 2021 EX-10.1

Investment Management Trust Agreement, dated December 8, 2021, between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-41138) filed with the SEC on December 14, 2021).

EX-10.1 6 ea152311ex10-1genesisgrow.htm INVESTMENT MANAGEMENT TRUST ACCOUNT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE COMPANY Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 8, 2021 by and between Genesis Growth Tech Acquisition Corp., a Cayman Islands exempted company (the

December 13, 2021 424B4

Genesis Growth Tech Acquisition Corp. 22,000,000 Units

Prospectus Filed Pursuant to Rule 424(b)(4) Registration No. 333-261248 and 333-261559 Genesis Growth Tech Acquisition Corp. $220,000,000 22,000,000 Units Genesis Growth Tech Acquisition Corp. is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combina

December 9, 2021 S-1MEF

As filed with the Securities and Exchange Commission on December 9, 2021.

As filed with the Securities and Exchange Commission on December 9, 2021. No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Genesis Growth Tech Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-1601264 (State or other jurisdiction of incorporation or organiz

December 8, 2021 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 GENESIS GROWTH TECH ACQUISITION CORP. (Exact na

8-A12B 1 ea151952-8a12bgenesisgrowth.htm FOR REGISTRATION OF CERTAIN CLASSES UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 GENESIS GROWTH TECH ACQUISITION CORP. (Exact name of Registrant as specified in its charter) Cayman Islands 98-1601264 (

December 6, 2021 CORRESP

* * * [Signature Page Follows]

December 6, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

December 6, 2021 CORRESP

[Signature Page Follows]

CORRESP 1 filename1.htm December 6, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549d Attn: Ms. Janice Adeloye Re: Genesis Growth Tech Acquisition Corp. Registration Statement on Form S-1 Filed November 19, 2021 File No. 333-261248 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under th

November 19, 2021 EX-4.5

Form of Public Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.*

Exhibit 4.5 PUBLIC WARRANT AGREEMENT GENESIS GROWTH TECH ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [?], 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated [?], 2021, is by and between Genesis Growth Tech Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as w

November 19, 2021 EX-99.2

Consent of Pierre-Etienne Lallia to be named as a director nominee*

Exhibit 99.2 CONSENT OF PERSON NAMED TO BECOME A DIRECTOR Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to being named as a director nominee and to the disclosure of the undersigned’s biographical information included in the Registration Statement on Form S-1, and any amendments thereto, to be filed by Genesis Growth Tech Acquisition

November 19, 2021 EX-4.1

Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (File No. 333-261248) filed with the SEC on November 19, 2021).

EX-4.1 5 fs12021ex4-1genesisgrowth.htm SPECIMEN UNIT CERTIFICATE Exhibit 4.1 NUMBER U- UNITS SPECIMEN UNIT CERTIFICATE SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP G3R23D 110 GENESIS GROWTH TECH Acquisition Corp. UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-half OF ONE REDEEMABLE WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) con

November 19, 2021 EX-4.3

Specimen Private Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-1 (File No. 333-261248) filed with the SEC on November 19, 2021).

Exhibit 4.3 [FACE] Number SPECIMEN warrant CERTIFICATE Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW Genesis Growth Tech Acquisition Corp. Incorporated Under the Laws of the Cayman Islands Specimen Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the re

November 19, 2021 EX-99.1

Consent of Simon Baker to be named as a director nominee*

Exhibit 99.1 CONSENT OF PERSON NAMED TO BECOME A DIRECTOR Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to being named as a director nominee and to the disclosure of the undersigned?s biographical information included in the Registration Statement on Form S-1, and any amendments thereto, to be filed by Genesis Growth Tech Acquisition

November 19, 2021 EX-10.2

Form of Registration and Shareholder Rights Agreement among the Registrant, the Sponsor and the Holders signatory thereto.*

Exhibit 10.2 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this ?Agreement?), dated as of , 2021, is made and entered into by and among Genesis Growth Tech Acquisition Corp., a Cayman Islands exempted company (the ?Company?), Genesis Growth Tech LLC, a Cayman Islands limited liability company (the ?Sponsor?, and together with any person or entity

November 19, 2021 EX-99.4

Consent of Cem Habib to be named as a director nominee*

EX-99.4 27 fs12021ex99-4genesisgrowth.htm CONSENT OF CEM HABIB TO BE NAMED AS A DIRECTOR NOMINEE Exhibit 99.4 CONSENT OF PERSON NAMED TO BECOME A DIRECTOR Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to being named as a director nominee and to the disclosure of the undersigned’s biographical information included in the Registration

November 19, 2021 EX-10.8

Securities Subscription Agreement, dated May 26, 2021, between the Registrant and the Sponsor.*

EX-10.8 20 fs12021ex10-8genesisgrowth.htm SECURITIES SUBSCRIPTION AGREEMENT, DATED MAY 26, 2021, BETWEEN THE REGISTRANT AND THE SPONSOR Exhibit 10.8 Genesis Growth Tech Acquisition Corp. May 26, 2021 Genesis Growth Tech LLC RE: Securities Subscription Agreement Ladies and gentlemen: This agreement (this “Agreement”) is entered into on May 26, 2021 by and between Genesis Growth Tech LLC, a Cayman I

November 19, 2021 EX-4.6

Form of Private Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.*

EX-4.6 10 fs12021ex4-6genesisgrowth.htm FORM OF PRIVATE WARRANT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT Exhibit 4.6 PRIVATE WARRANT AGREEMENT GENESIS GROWTH TECH ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2021, is by and between Genesis Growth Tech Acquisition Corp.,

November 19, 2021 EX-3.2

Form of Amended and Restated Memorandum and Articles of Association.*

Exhibit 3.2 THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF GENESIS GROWTH TECH ACQUISITION CORP. (adopted by special resolution dated [Date] and effective on [date]) THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF GENESIS GR

November 19, 2021 EX-4.2

Specimen Class A Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1 (File No. 333-261248) filed with the SEC on November 19, 2021).

EX-4.2 6 fs12021ex4-2genesisgrowth.htm SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE Exhibit 4.2 NUMBER SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP G3R23D 102 SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE genesis growth tech Acquisition Corp. INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY

November 19, 2021 S-1

Form S-1

S-1 1 fs12021genesisgrowth.htm REGISTRATION STATEMENT As filed with the United States Securities and Exchange Commission on November 19, 2021 under the Securities Act of 1933, as amended. No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Genesis Growth Tech Acquisition Corp. (Exact name of registrant as

November 19, 2021 EX-99.3

Consent of Massimo Prelz-Oltramonti to be named as a director nominee*

EX-99.3 26 fs12021ex99-3genesisgrowth.htm CONSENT OF MASSIMO PRELZ-OLTRAMONTI TO BE NAMED AS A DIRECTOR NOMINEE Exhibit 99.3 CONSENT OF PERSON NAMED TO BECOME A DIRECTOR Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to being named as a director nominee and to the disclosure of the undersigned’s biographical information included in th

November 19, 2021 EX-3.1

Memorandum and Articles of Association.*

Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF GENESIS GROWTH TECH ACQUISITION CORP. THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF GENESIS GROWTH TECH ACQUISITION CORP. 1 The name of the Company is Genesis Growth Tech Acquisition Corp. 2 The Registered

November 19, 2021 EX-10.9

Form of Letter Agreement between the Registrant, the Sponsor and each director and executive officer of the Registrant.*

Exhibit 10.9 , 2021 Genesis Growth Tech Acquisition Corp. Bahnhofstrasse 3, 6052 Hergiswil Nidwalden, Switzerland Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Genesis Growth Tech Acquisition Corp., a Cayman Islands exempted comp

November 19, 2021 EX-10.5

Form of Administrative Services Agreement between the Registrant and the Sponsor.*

Exhibit 10.5 Genesis Growth Tech Acquisition Corp. , 2021 Genesis Growth Tech LLC Bahnhofstrasse 3, 6052 Hergiswil Nidwalden, Switzerland Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the ?Effective Date?) of the registration statement (the ?Registration Statement?) for the initial public offering (the ?IPO?) of the securities of Genesis Growt

November 19, 2021 EX-10.1

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.*

Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of [ ], 2021 by and between Genesis Growth Tech Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the ?Trustee?). WHEREAS, the Company?s registration statem

November 19, 2021 EX-10.4

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1 (File No. 333-261248) filed with the SEC on November 19, 2021).

Exhibit 10.4 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2021, by and between Genesis Growth Tech Acquisition Corp., a Cayman Islands exempted company (the “Company”), and (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations and companies as directors, officers or in other capacities unless they are pro

November 19, 2021 EX-10.10

Form of Securities Purchase Agreement between the Sponsor and Nomura.*

Exhibit 10.10 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”), dated as of November [•], 2021, is made and entered into by and between Genesis Growth Tech LLC, a Cayman Islands limited liability company (the “Seller”), and Nomura Securities International, Inc., a New York corporation (the “Purchaser”). WHEREAS, the Seller and Genesis Growth Tech Acquisition Corp

November 19, 2021 EX-1.1

Form of Underwriting Agreement.*

Exhibit 1.1 GENESIS GROWTH TECH ACQUISITION CORP. 20,000,000 Units1 Units, each consisting of one (1) Class A ordinary share, $0.0001 par value, and one-half of one warrant Underwriting Agreement [], 2021 1 Plus an option to purchase from the Company up to 3,000,000 additional Units to cover over-allotments Underwriting Agreement [], 2021 Nomura Securities International, Inc. as representative of

November 19, 2021 EX-4.4

Specimen Public Warrant Certificate (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-1 (File No. 333-261248) filed with the SEC on November 19, 2021).

Exhibit 4.4 [FACE] Number SPECIMEN warrant CERTIFICATE Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW Genesis Growth Tech Acquisition Corp. Incorporated Under the Laws of the Cayman Islands CUSIP G3R23D 128 Specimen Warrant Certificate This Warrant Certificate certifies that , or registered a

November 19, 2021 EX-10.6

Promissory Note, dated as of May 26, 2021, between the Registrant and the Sponsor.*

EX-10.6 18 fs12021ex10-6genesisgrowth.htm PROMISSORY NOTE, DATED AS OF MAY 26, 2021, BETWEEN THE REGISTRANT AND THE SPONSOR Exhibit 10.6 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE TH

November 19, 2021 EX-10.7

First Amendment to Promissory Note, dated October 26, 2021, between the Registrant and the Sponsor*

Exhibit 10.7 AMENDMENT NO. 1 TO PROMISSORY NOTE This Amendment No. 1 to Promissory Note (this ?Agreement?), dated as of October 26, 2021 and effective as of September 30, 2021, by and between Genesis Growth Tech Acquisition Corp., a Cayman Islands exempted company with limited liability (the ?Maker?), and Genesis Growth Tech LLC, a Cayman Islands limited liability company (the ?Payee?). WHEREAS, M

November 19, 2021 EX-10.3

Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor.*

EX-10.3 15 fs12021ex10-3genesisgrowth.htm FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND THE SPONSOR Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of , 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among G

November 2, 2021 EX-4.5

EX-4.5

EX-4.5 3 filename3.htm Exhibit 4.5 PRIVATE WARRANT AGREEMENT GENESIS GROWTH TECH ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2021, is by and between Genesis Growth Tech Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited pur

November 2, 2021 DRS/A

This is a confidential draft submission to the United States Securities and Exchange Commission on November 1, 2021 under the Securities Act of 1933, as amended.

This is a confidential draft submission to the United States Securities and Exchange Commission on November 1, 2021 under the Securities Act of 1933, as amended.

November 2, 2021 EX-4.4

EX-4.4

EX-4.4 2 filename2.htm Exhibit 4.4 PUBLIC WARRANT AGREEMENT GENESIS GROWTH TECH ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2021, is by and between Genesis Growth Tech Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purp

November 1, 2021 DRSLTR

* * *

November 1, 2021 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Attn: Jeffrey Lewis Robert Telewicz Re: Genesis Growth Tech Acquisition Corp. Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted July 28, 2021 CIK No. 0001865697 Ladies and Gentlemen: On behalf of Genesis Growth T

July 28, 2021 DRS/A

This is a confidential draft submission to the United States Securities and Exchange Commission on July 28, 2021 under the Securities Act of 1933, as amended.

This is a confidential draft submission to the United States Securities and Exchange Commission on July 28, 2021 under the Securities Act of 1933, as amended.

July 28, 2021 EX-4.4

EX-4.4

EX-4.4 2 filename2.htm Exhibit 4.4 PUBLIC WARRANT AGREEMENT GENESIS GROWTH TECH ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2021, is by and between Genesis Growth Tech Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purp

July 28, 2021 EX-4.5

EX-4.5

Exhibit 4.5 PRIVATE WARRANT AGREEMENT GENESIS GROWTH TECH ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [?], 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated [?], 2021, is by and between Genesis Growth Tech Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as

July 23, 2021 DRS

This is a confidential draft submission to the United States Securities and Exchange Commission on July 22, 2021 under the Securities Act of 1933, as amended.

This is a confidential draft submission to the United States Securities and Exchange Commission on July 22, 2021 under the Securities Act of 1933, as amended.

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