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Genesis Growth Tech Acquisition Corp. - GGAA

  • Commons

    $10.00

    +0.00%

    GGAA Vol: 0.0

  • Warrants

    $0.20

    +0.00%

    GGAAW Vol: 0.0

  • Units

    $10.08

    +0.00%

    GGAAU Vol: 0.0

Average: 0
Rating Count: 0
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SPAC Stats

Market Cap: 253.5M
Average Volume: 41.0K
52W Range: $9.86 - $10.50
Weekly %: +0.00%
Monthly %: +0.30%
Inst Owners: 0

Info

Target: Searching
Days Since IPO: 205
Unit composition:
Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-half of one redeemable warrant
Trust Size: 20000000.0M

Management

Officers, Directors and Director Nominees.” Our officers and directors presently have, and any of them in the future may have, additional, fiduciary or contractual obligations to other entities, including another blank check company, and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented. Following the completion of this offering and until we consummate our initial business combination, we intend to engage in the business of identifying and combining with one or more businesses or entities. Each of our officers and directors presently has, and any of them in the future may have, additional fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity, subject to his or her fiduciary duties under Cayman Islands law. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us, subject to their fiduciary duties under Cayman Islands law. In addition, our sponsor, officers and directors may in the future become affiliated with other blank check companies that may have acquisition objectives that are similar to ours during the period in which we are seeking an initial business combination. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to such other blank check companies prior to its presentation to us, subject to our officers’ and directors’ fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. For a complete discussion of our executive officers’ and directors’ business affiliations and the potential conflicts of interest that you should be aware of, please see “Management — Officers, Directors and Director Nominees,” “Management — Conflicts of Interest” and “Certain Relationships and Related Party Transactions.” Our executive officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests. We have not adopted a policy that expressly prohibits our directors, executive officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. In fact, we may enter into a business combination with a target business that is affiliated with our sponsor, our directors or executive officers, although we do not intend to do so. We also do not have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours. The personal and financial interests of our directors and officers may influence their motivation in timely identifying and selecting a target business and completing a business combination. Consequently, our directors’ and officers’ discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our shareholders’ best interest. If this were the case, it would be a breach of their fiduciary duties to us as a matter of Cayman Islands law and we or our shareholders might have a claim against such individuals for infringing on our shareholders’ rights. See the section titled “Description of Securities — Certain Differences in Corporate Law — Shareholders’ Suits” for further information on the ability to bring such claims. However, we might not ultimately be successful in any claim we may make against them for such reason. 50 Table of Contents We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, executive officers, directors, initial shareholders or other affiliates which may raise potential conflicts of interest. In light of the involvement of our sponsor, executive officers and directors with other entities, we may decide to acquire one or more businesses affiliated with our sponsor, executive officers, directors, initial shareholders or other affiliates. Our directors also serve as officers and board members for other entities, including, without limitation, those described under “Management — Conflicts of Interest.” Our sponsor, officers and directors may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. Such entities may compete with us for business combination opportunities. Our sponsor, officers and directors are not currently aware of any specific opportunities for us to complete our initial business combination with any entities with which they are affiliated, and there have been no substantive discussions concerning a business combination with any such entity or entities. Although we will not be specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria and guidelines for a business combination as set forth in “Proposed Business — Effecting Our Initial Business Combination — Evaluation of a Target Business and Structuring of Our Initial Business Combination” and such transaction was approved by a majority of our independent and disinterested directors. Despite our agreement to obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions regarding the fairness to our company from a financial point of view of a business combination with one or more domestic or international businesses affiliated with our sponsor, executive officers, directors, initial shareholders or other affiliates, potential conflicts of interest still may exist and, as a result, the terms of the business combination may not be as advantageous to our public shareholders as they would be absent any conflicts of interest. Since our sponsor, executive officers, directors and other affiliates will lose their entire investment in us if our initial business combination is not completed (other than with respect to public shares they may acquire during or after this offering), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination. On May 26, 2021, our sponsor paid $25,000, or approximately $0.003 per share, to cover certain expenses on our behalf in consideration of 7,187,500 Class B ordinary shares, par value $0.0001. On September 20, 2021, our sponsor surrendered an aggregate of 1,437,500 Class B ordinary shares to the Company’s capital for no consideration, resulting in the sponsor holding an aggregate of 5,750,000 Class B ordinary shares. Our sponsor has agreed to transfer to Nomura an aggregate of 431,250 Class B ordinary shares (up to 56,250 shares of which are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised) at the sponsor’s original purchase price prior to the closing of this offering. Prior to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount contributed to the company by the number of founder shares issued. Our sponsor will own 20% of our issued and outstanding shares after this offering (assuming it does not purchase units in this offering). If we increase or decrease the size of this offering, we will effect a share capitalization or a share surrender or redemption or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of this offering in such amount as to maintain the number of founder shares, on an as-converted basis, at 20% of our issued and outstanding ordinary shares upon the consummation of this offering. The founder shares will be worthless if we do not complete an initial business combination. In addition, our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 7,550,000 private placement warrants (or 8,300,000 private placement warrants if the underwriters’ over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, at a price of $1.00 per warrant ($7,550,000 in the aggregate or $8,300,000 if the underwriters’ over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering (extendable at our sponsor’s option up to 18 months, as described adjacent to “Description of Securities — Our Amended and Restated Memorandum and Articles of Association”). If we do not consummate an initial business combination within 12 months from the closing of this offering, the private placement warrants will expire worthless. While we do not expect our board of directors to approve any amendment to or waiver of the letter agreement or registration and shareholder rights agreement prior to our initial business combination, it may be possible that our board of directors, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to or waivers of such agreements in connection with the consummation of our initial business combination. Any such amendments or waivers would not require approval from our shareholders, may result in the completion of our 51 Table of Contents initial business combination that may not otherwise have been possible, and may have an adverse effect on the value of an investment in our securities. The personal and financial interests of our executive officers and directors may influence their motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the business following the initial business combination. This risk may become more acute as the 18 month anniversary of the closing of this offering nears, which is the deadline for our consummation of an initial business combination. We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us. Although we have no commitments as of the date of this prospectus to issue any notes or other debt securities, or to otherwise incur outstanding debt following this offering, we may choose to incur substantial debt to complete our initial business combination. We and our officers have agreed that we will not incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in the trust account. As such, no issuance of debt will affect the per-share amount available for redemption from the trust account. Nevertheless, the incurrence of debt could have a variety of negative effects, including: • default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; • acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; • our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand; • our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding; • our inability to pay dividends on our Class A ordinary shares; • using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; • limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; • increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and • limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. We may only be able to complete one business combination with the proceeds of this offering and the sale of the private placement warrants, which will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability. The net proceeds from this offering and the sale of the private placement warrants will provide us with up to $200,000,000 (or $230,000,000 if the underwriters’ over-allotment option is exercised in full) that we may use to complete our initial business combination (after taking into account the $11,000,000, or $12,650,000 if the over-allotment option is exercised in full, of deferred underwriting commissions being held in the trust account and the estimated non-reimbursed expenses of this offering). We may effectuate our initial business combination with a single-target business or multiple-target businesses simultaneously or within a short period of time. However, we may not be able to effectuate our initial business combination with more than one target business because of various factors, including the existence of complex 52 Table of Contents accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present operating results and the financial condition of several target businesses as if they had been operated on a combined basis. By completing our initial business combination with only a single entity, our lack of diversification may subject us to numerous economic, competitive and regulatory developments. Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations in different industries or different areas of a single industry. Accordingly, the prospects for our success may be: • solely dependent upon the performance of a single business, property or asset; or • dependent upon the development or market acceptance of a single or limited number of products, processes or services. This lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to our initial business combination. We may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability. If we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which may make it more difficult for us, and delay our ability, to complete our initial business combination. With multiple business combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business. If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations. We may attempt to complete our initial business combination with a private or early stage company, a financially unstable business or an entity lacking an established record of revenue or earnings about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all. In pursuing our acquisition strategy, we may seek to effectuate our initial business combination with a privately held company, an early stage company, a financially unstable business or an entity lacking an established record of sales or earnings. As a result, we may be affected by numerous risks inherent in the operations of the business with which we combine. These risks include investing in a business without a proven business model and with limited historical financial data, volatile revenues or earnings, intense competition and difficulties in obtaining and retaining key personnel. Although our directors and officers will endeavor to evaluate the risks inherent in a particular target business, we may not be able to properly ascertain or assess all of the significant risk factors and we may not have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business with which we pursue a business combination. Additionally, very little public information generally exists about private companies, and we could be required to make our decision on whether to pursue a potential initial business combination on the basis of limited information, which may result in a business combination with a company that is not as profitable as we suspected, if at all. Our management may not be able to maintain control of a target business after our initial business combination. Upon the loss of control of a target business, new management may not possess the skills, qualifications or abilities necessary to profitably operate such business. We may structure our initial business combination so that the post-business combination company in which our public shareholders own shares will own less than 100% of the equity interests or assets of a target business, but we will only complete such business combination if the post-business combination company owns or acquires 50% or more of the outstanding vot

SEC Filings

Form Type Form Description Filing Date Document Link
10-Q QUARTERLY REPORT 2022-05-16 https://www.sec.gov/Archives/edgar/data/1865697/000121390022027039/f10q0322_genesisgrowth.htm
10-K ANNUAL REPORT 2022-04-15 https://www.sec.gov/Archives/edgar/data/1865697/000121390022020194/f10k2021_genesisgrowth.htm
SC 13G 2022-04-07 https://www.sec.gov/Archives/edgar/data/1865697/000131924422000170/GGAA_SC13G.htm
NT 10-K NOTIFICATION OF LATE FILING 2022-04-01 https://www.sec.gov/Archives/edgar/data/1865697/000121390022017145/ea157697-nt10k_genesis.htm
SC 13G FORM SC 13G 2022-03-10 https://www.sec.gov/Archives/edgar/data/1865697/000106299322007268/formsc13g.htm
SC 13G/A FORM SC 13G/A 2022-02-14 https://www.sec.gov/Archives/edgar/data/1865697/000106299322003902/formsc13ga.htm
SC 13G FORM SC 13G 2022-02-08 https://www.sec.gov/Archives/edgar/data/1865697/000106299322002994/formsc13g.htm
8-K CURRENT REPORT 2022-01-31 https://www.sec.gov/Archives/edgar/data/1865697/000121390022004498/ea154603-8k_genesisgrowth.htm
8-K CURRENT REPORT 2021-12-21 https://www.sec.gov/Archives/edgar/data/1865697/000121390021066704/ea152861-8k_genesisgrowth.htm
8-K CURRENT REPORT 2021-12-20 https://www.sec.gov/Archives/edgar/data/1865697/000121390021066129/ea152481-8k_genesisgrowth.htm
SC 13G FORM SC 13G 2021-12-17 https://www.sec.gov/Archives/edgar/data/1865697/000106299321013137/formsc13g.htm
8-K CURRENT REPORT 2021-12-14 https://www.sec.gov/Archives/edgar/data/1865697/000121390021065253/ea152311-8k_genesisgrow.htm
424B4 PROSPECTUS 2021-12-13 https://www.sec.gov/Archives/edgar/data/1865697/000121390021064775/f424b41221_genesisgrow.htm
3 FORM 3 SUBMISSION 2021-12-09 https://www.sec.gov/Archives/edgar/data/1865697/000120919121068666/xslF345X02/doc3.xml
S-1MEF REGISTRATION STATEMENT 2021-12-09 https://www.sec.gov/Archives/edgar/data/1865697/000121390021064320/ea152016-s1mef_genesis.htm
EFFECT 2021-12-08 https://www.sec.gov/Archives/edgar/data/1865697/999999999521004613/xslEFFECTX01/primary_doc.xml
3 FORM 3 SUBMISSION 2021-12-08 https://www.sec.gov/Archives/edgar/data/1865697/000120919121068623/xslF345X02/doc3.xml
3 FORM 3 SUBMISSION 2021-12-08 https://www.sec.gov/Archives/edgar/data/1865697/000120919121068622/xslF345X02/doc3.xml
3 FORM 3 SUBMISSION 2021-12-08 https://www.sec.gov/Archives/edgar/data/1865697/000120919121068621/xslF345X02/doc3.xml
3 FORM 3 SUBMISSION 2021-12-08 https://www.sec.gov/Archives/edgar/data/1865697/000120919121068620/xslF345X02/doc3.xml
3 FORM 3 SUBMISSION 2021-12-08 https://www.sec.gov/Archives/edgar/data/1865697/000120919121068619/xslF345X02/doc3.xml
CERT 2021-12-08 https://www.sec.gov/Archives/edgar/data/1865697/000135445721001434/8A_Cert_GGAA.pdf
8-A12B FOR REGISTRATION OF CERTAIN CLASSES 2021-12-08 https://www.sec.gov/Archives/edgar/data/1865697/000121390021064147/ea151952-8a12b_genesisgrowth.htm
CORRESP 2021-12-06 https://www.sec.gov/Archives/edgar/data/1865697/000121390021063639/filename1.htm
CORRESP 2021-12-06 https://www.sec.gov/Archives/edgar/data/1865697/000121390021063637/filename1.htm
S-1 REGISTRATION STATEMENT 2021-11-19 https://www.sec.gov/Archives/edgar/data/1865697/000121390021060915/fs12021_genesisgrowth.htm
DRS/A 2021-11-02 https://www.sec.gov/Archives/edgar/data/1865697/000121390021055886/filename1.htm
DRSLTR 2021-11-01 https://www.sec.gov/Archives/edgar/data/1865697/000121390021055888/filename1.htm
UPLOAD 2021-08-23 https://www.sec.gov/Archives/edgar/data/1865697/000000000021010319/filename1.pdf
DRS/A 2021-07-28 https://www.sec.gov/Archives/edgar/data/1865697/000121390021039009/filename1.htm
DRS 2021-07-23 https://www.sec.gov/Archives/edgar/data/1865697/000121390021038240/filename1.htm