NeuroMind AI (GGAAF) PRER14APreliminary revised proxy

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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SCHEDULE 14A

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Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. 2)

Check the appropriate box:

GENESIS GROWTH TECH ACQUISITION CORP.

(Name of Registrant as Specified In Its Charter)

_________________________________________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

PRELIMINARY — SUBJECT TO COMPLETION, DATED MARCH 21, 2024

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF
GENESIS GROWTH TECH ACQUISITION CORP.

The board of directors of Genesis Growth Tech Acquisition Corp., an exempted company incorporated under the laws of the Cayman Islands (“Genesis SPAC” and, following the Closing (as defined below), the “Post-Combination Company”), has unanimously approved the Contribution and Business Combination Agreement (the “Agreement”) dated November 20, 2023, by and between Genesis SPAC and Genesis Growth Tech LLC, a Cayman Islands limited liability company (“Genesis Sponsor”), pursuant to which, among other things, (a) Genesis Sponsor will contribute, transfer, convey, assign and deliver to Genesis SPAC all of Genesis Sponsor’s rights, title and interest in and to a portfolio of patents acquired by Genesis Sponsor to and which includes (i) the Assigned Patent Rights, including the Additional Rights, as such terms are defined in the Patent Purchase Agreement, and (ii) all other intellectual property rights acquired by the Sponsor under that certain Patent Purchase Agreement, effective as of September 21, 2023 (as amended by the First Amendment to Patent Sale Agreement dated November 14, 2023 and as it may be further amended from time to time, the “Patent Purchase Agreement”), by and between Genesis Sponsor and MindMaze Group SA, a Swiss corporation (“MindMaze”), and (b) Genesis SPAC will pay to Genesis Sponsor one thousand dollars ($1,000) and will assume and agree to perform and discharge all of Genesis Sponsor’s obligations under the Patent Purchase Agreement, including the obligation to pay to MindMaze a purchase price of $21 Million (the “MindMaze IP Purchase Price”) on or prior to May 31, 2024 and the obligation to share fifty percent (50%) of the gross amounts received under the Patent Purchase Agreement with MindMaze after the threshold amount of $44,000,000 is received by Genesis SPAC, on the terms and subject to the conditions set forth in the Patent Purchase Agreement , including that the Patent Purchase Agreement grants a worldwide royalty-free license back to the MindMaze (collectively, the “Transaction” or the “Business Combination”). The Post-Combination Company will be engaged in the business of commercializing the Contributed Assets (as defined in the Agreement). A copy of the Agreement is attached to this proxy statement as Annex A and a copy of the Patent Purchase Agreement is attached to this proxy statement as Annex B.

Proposals to approve the Agreement and the other matters discussed in this proxy statement will be presented at the extraordinary general meeting of Genesis SPAC shareholders scheduled to be held on [April 12], 2024 in virtual format.

Genesis SPAC’s units, ordinary shares and warrants now trade on the OTC under the symbols OTCPK: GGAUF, GGAAF and GGAWF, respectively. It is expected that the securities of the Post-Combination Company will continue to trade on the OTC.

The Post-Combination Company will be an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, and is therefore eligible to take advantage of certain reduced reporting requirements otherwise applicable to other public companies.

The Post-Combination Company will also be a “foreign private issuer” as defined in both the Securities Act and the Exchange Act and, as a foreign private issuer, will be exempt from certain requirements under the Securities Act or the Exchange Act that impose registration, reporting, disclosure or procedural obligations on the Post-Combination Company or its officers, directors or principal shareholders. For example, as a foreign private issuer, the Post-Combination Company is not required to comply with proxy solicitation rules under Section 14 of the Exchange Act or required to file periodic reports and financial statements with the U.S. Securities and Exchange Commission with the same information or as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. In addition, the Post-Combination Company’s officers, directors and principal shareholders will be exempt from the reporting and “short-swing” profit recovery provisions under Section 16 of the Exchange Act.

This proxy statement provides Genesis SPAC shareholders with detailed information about the Business Combination and other matters to be considered at the extraordinary general meeting of Genesis SPAC shareholders. We encourage you to read the entire proxy statement, including the Annexes and other documents referred to therein, carefully and in their entirety.

Investing in our securities involves a high degree of risk. Before making an investment decision, you should also carefully consider the risk factors described in “Risk Factors” beginning on page 32 of this proxy statement.

This proxy statement is dated [April 4], 2024, and is available at [        ] from that date. We are first providing these materials to Genesis SPAC’s shareholders (electronically and by mail) on or about [April 4], 2024.

LETTER TO SHAREHOLDERS OF
GENESIS GROWTH TECH ACQUISITION CORP.

GENESIS GROWTH TECH ACQUISITION CORP.
Bahnhofstrasse 3
Hergiswil Nidwalden, Switzerland
Tel: +41 78 607 99 01

Dear Shareholder:

Genesis Growth Tech Acquisition Corp., an exempted company incorporated under the laws of the Cayman Islands (“Genesis SPAC”), cordially invites you to attend an extraordinary general meeting of the shareholders of Genesis SPAC (the “Shareholder Extraordinary General Meeting”) which will be held via live webcast at [10:00 a.m.], on [April 12], 2024. The Shareholder Extraordinary General Meeting can be accessed by visiting [    ], where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the meeting by means of remote communication.

On November 20, 2023, Genesis SPAC entered into that certain Contribution and Business Combination Agreement (the “Agreement”), by and between Genesis SPAC and Genesis Growth Tech LLC, a Cayman Islands limited liability company (“Genesis Sponsor”), pursuant to which, among other things, (a) Genesis Sponsor will contribute, transfer, convey, assign and deliver to Genesis SPAC all of Genesis Sponsor’s rights, title and interest in and to a portfolio of patents acquired by Genesis Sponsor pursuant to that certain Patent Purchase Agreement, effective as of September 21, 2023 (as amended by the First Amendment to Patent Sale Agreement dated November 14, 2023 and as it may be further amended from time to time, the “Patent Purchase Agreement”), by and between Genesis Sponsor and MindMaze Group SA, a Swiss corporation (“MindMaze”), and which includes (i) the Assigned Patent Rights, including the Additional Rights, as such terms are defined in the Patent Purchase Agreement, and (ii) all other intellectual property rights acquired by the Sponsor under the Patent Purchase Agreement, and (b) Genesis SPAC will pay to Genesis Sponsor one thousand dollars ($1,000) and will assume and agree to perform and discharge all of Genesis Sponsor’s obligations under the Patent Purchase Agreement, including the obligation to pay to MindMaze a purchase price of $21 Million (the “MindMaze IP Purchase Price”) on or prior to May 31, 2024 and the obligation to share fifty percent (50%) of the gross amounts received under the Patent Purchase Agreement with MindMaze after the threshold amount of $44,000,000 is received by Genesis SPAC, on the terms and subject to the conditions set forth in the Patent Purchase Agreement , including that the Patent Purchase Agreement grants a worldwide royalty-free license back to the MindMaze (collectively, the “Transaction” or the “Business Combination”).

You are being asked to vote to approve the Business Combination Proposal (as defined below).1

At the Shareholder Extraordinary General Meeting, Genesis SPAC shareholders will be asked:

•        Shareholder Proposal No. 1 — To consider and vote upon a proposal to approve, by ordinary resolution under Cayman Islands law, the Contribution and Business Combination Agreement (the “Agreement”) dated November 20, 2023, by and between Genesis SPAC and Genesis Sponsor, a copy of which is attached to the accompanying proxy statement as Annex A, and the transactions contemplated thereby (the “Business Combination Proposal”);

•        Shareholder Proposal No. 2 — To consider and vote upon a proposal to approve, by special resolution under Cayman Islands law, the change of name of Genesis SPAC to “NeuroMind AI Corp.”; (the “Name Change Proposal”);

•        Shareholder Proposal No. 3 — To consider and vote upon a proposal to approve, by special resolution under Cayman Islands law, to adopt the amended and restatement memorandum and articles of association of Genesis SPAC (a copy of which is attached to the accompanying proxy statement as Annex C) in substitution for the existing memorandum and articles of association of Genesis SPAC (the “Charter Amendment Proposal”); and

•        Shareholder Proposal No. 4 — To consider and vote upon a proposal to approve, by ordinary resolution under Cayman Islands law, and allow the chairman of the Shareholder Extraordinary General Meeting to adjourn the Shareholder Extraordinary General Meeting to a later date or dates, if necessary, for the absence of a quorum, to solicit additional proxies from Genesis SPAC shareholders to approve one or more proposals at the Shareholder Extraordinary General Meeting or to ensure that any supplement or amendment to the accompanying proxy statement is timely provided to Genesis SPAC shareholders (the “Adjournment Proposal” and, together with the Business Combination Proposal, the Name Change Proposal and the Charter Amendment Proposal, the “Shareholder Proposals”).

Each of the shareholder proposals is more fully described in the accompanying proxy statement, which each shareholder is encouraged to read carefully. Only shareholders of record at the close of business on the record date may vote at the Shareholder Extraordinary General Meeting or any adjournment thereof.

After careful consideration, the Genesis SPAC Board has unanimously approved the Agreement and the transactions contemplated therein, and unanimously recommends that the Genesis SPAC shareholders vote “FOR” the approval of the Business Combination Proposal and “FOR” all other proposals presented to Genesis SPAC shareholders in the accompanying proxy statement. When you consider the Genesis SPAC Board’s recommendation of these proposals, you should keep in mind that Genesis SPAC’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. Please see the section titled “The Business Combination — Interests of Certain Persons in the Business Combination” for additional information.

Approval of each of the Business Combination Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law being the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding Genesis SPAC Ordinary Shares (as defined in the accompanying proxy statement) represented in person via the virtual meeting platform or by proxy and entitled to vote thereon at the Shareholder Extraordinary General Meeting. Approval of each of the Name Change Proposal and the Charter Amendment Proposal requires a special resolution under Cayman Islands law being the affirmative vote of at least a two-thirds majority of the votes cast by the holders of the issued and outstanding Genesis SPAC Ordinary Shares (as defined in the accompanying proxy statement), represented in person via the virtual meeting platform or by proxy and entitled to vote thereon at the Shareholder Extraordinary General Meeting.

Genesis SPAC’s units, ordinary shares and warrants now trade on the OTC under the symbols OTCPK: GGAUF, GGAAF and GGAWF, respectively. It is expected that the securities of the Post-Combination Company will continue to trade on the OTC.

Pursuant to the Genesis SPAC Articles, Genesis SPAC’s public shareholders may redeem, upon the Closing, Genesis SPAC Public Shares then held by them for cash equal to their pro rata share of the aggregate amount on deposit (calculated as of two business days prior to the Closing) in Genesis SPAC’s trust account (the “Trust Account”) that holds the proceeds of the Genesis SPAC IPO (including interest earned on the Trust Account and other income earned on the funds held in the Trust Account and not previously released to Genesis SPAC to pay its income taxes (if any)). If the Business Combination is not completed, these shares will not be redeemed. For illustrative purposes, based on the balance of the Trust Account of approximately $1.06 million as of March 18, 2024, the estimated per share redemption price would have been approximately $13.00. Genesis SPAC Public Shareholders may elect to redeem their shares irrespective of whether they vote for or against the Business Combination Proposal or if the abstain from voting.

Under the Genesis SPAC Articles, Genesis SPAC shall redeem the Genesis SPAC Public Shares if Genesis SPAC’s initial business combination is not completed by December 13, 2024 (which deadline has been extended by Genesis SPAC from December 13, 2022), unless Genesis SPAC amends the Genesis SPAC Articles (which requires the affirmative vote of at least a two-thirds majority of the votes cast by the holders of the issued and outstanding Genesis SPAC Ordinary Shares, present in person or represented by proxy and entitled to vote thereon at an extraordinary general meeting, or by unanimous written resolutions). Genesis Sponsor and Genesis SPAC’s directors and officers have agreed to waive their redemption rights with respect to any Genesis SPAC Public Shares owned by them in connection with the consummation of the Business Combination. These waivers were agreed to in connection with Genesis SPAC’s initial public offering, and no consideration was paid in exchange for these waivers. Genesis Sponsor and Genesis SPAC’s directors and officers have also agreed to vote any of the Genesis SPAC Ordinary Shares owned by them in favor of the Business Combination Proposal and any other proposals recommended by the Genesis SPAC Board in connection with such Business Combination. As of the date of the accompanying proxy statement, Genesis Sponsor owns approximately 91.3% of the issued and outstanding Genesis SPAC Ordinary Shares. Genesis

Sponsor has agreed to vote any shares of Genesis SPAC owned by it in favor of the Business Combination Proposal and, accordingly, owns enough shares to ensure that the Business Combination will be approved at the Shareholder Extraordinary General Meeting. The Genesis SPAC Class B Ordinary Shares held by Genesis Sponsor and any of Genesis SPAC’s directors and officers are subject to transfer restrictions.

Genesis SPAC is providing the accompanying proxy statement and accompanying Genesis SPAC shareholder proxy card to its shareholders, in connection with the solicitation of proxies to be voted at the Shareholder Extraordinary General Meeting (including following any adjournments or postponements thereof). Information about the Shareholder Extraordinary General Meeting, the Business Combination and other related business to be considered by Genesis SPAC shareholders at the Shareholder Extraordinary General Meeting is included in the accompanying proxy statement.

Whether or not you plan to attend the Shareholder Extraordinary General Meeting via the virtual meeting website, Genesis SPAC urges all Genesis SPAC shareholders to read the accompanying proxy statement, including the Annexes and the accompanying financial statements of Genesis SPAC carefully and in their entirety. In particular, Genesis SPAC urges you to read carefully the section titled “Risk Factors” beginning on page 32 of the accompanying proxy statement.

Your vote is very important.    Whether or not you plan to attend the Shareholder Extraordinary General Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement to make sure that your Genesis SPAC Ordinary Shares are represented at the Shareholder Extraordinary General Meeting. If you hold your Genesis SPAC Ordinary Shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your Genesis SPAC Ordinary Shares are represented and voted at the Shareholder Extraordinary General Meeting. The Business Combination will be consummated only, and the Closing is conditioned, upon the approval of the Shareholder Proposals. If Genesis SPAC fails to obtain the requisite shareholder approval for the Shareholder Proposals, Genesis SPAC will not satisfy the conditions to Closing and will be prevented from consummating the Business Combination.

If you sign, date and return your Genesis SPAC shareholder proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the Shareholder Extraordinary General Meeting. If you fail to return your Genesis SPAC shareholder proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Shareholder Extraordinary General Meeting in person via the virtual meeting platform, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Shareholder Extraordinary General Meeting. If you are a shareholder of record and you attend the Shareholder Extraordinary General Meeting and wish to vote in person via the virtual meeting platform, you may withdraw your proxy and vote in person via the virtual meeting platform.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND THAT GENESIS SPAC REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT, IDENTIFY TO GENESIS SPAC THE BENEFICIAL HOLDER OF THE SHARES BEING REDEEMED AND TENDER YOUR SHARES TO GENESIS SPAC’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT SUCH MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S ATOP (AUTOMATED TENDER OFFER PROGRAM) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

On behalf of the Genesis SPAC Board, I would like to thank you for your support and look forward to the successful completion of the Business Combination.

The accompanying proxy statement is dated [April 4], 2024 and is available at [        ] from that date. We are first providing these materials to Genesis SPAC’s shareholders (electronically and by mail) on or about [April 4], 2024.

GENESIS GROWTH TECH ACQUISITION CORP.

Bahnhofstrasse 3
Hergiswil Nidwalden, Switzerland
Tel: +41 78 607 99 01

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON [April 12], 2024

TO THE SHAREHOLDERS OF GENESIS GROWTH TECH ACQUISITION CORP.:

NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting (the “Shareholder Extraordinary General Meeting”) of the shareholders of Genesis Growth Tech Acquisition Corp., an exempted company incorporated under the laws of the Cayman Islands (“Genesis SPAC”), which will be held via live webcast at 10:00 a.m., on [April 12], 2024, at [    ]. The Shareholder Extraordinary General Meeting can be accessed by visiting [    ], where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the meetings by means of remote communication. You are cordially invited to attend the Shareholder Extraordinary General Meeting to conduct the following items of business (such proposals, collectively, the “Shareholder Proposals”):

•        Shareholder Proposal No. 1 — Business Combination Proposal — To consider and vote upon a proposal to approve, by ordinary resolution under Cayman Islands law, the Contribution and Business Combination Agreement (the “Agreement”) dated November 20, 2023, by and between Genesis SPAC and Genesis Sponsor, a copy of which is attached to the accompanying proxy statement as Annex A, and the transactions contemplated thereby (the “Business Combination”).

•        Shareholder Proposal No. 2 — To consider and vote upon a proposal to approve, by special resolution under Cayman Islands law, the change of name of Genesis SPAC to “NeuroMind AI Corp.”; (the “Name Change Proposal”);

•        Shareholder Proposal No. 3 — To consider and vote upon a proposal to approve, by special resolution under Cayman Islands law, to adopt the amended and restatement memorandum and articles of association of Genesis SPAC (a copy of which is attached to the accompanying proxy statement as Annex C) in substitution for the existing memorandum and articles of association of Genesis SPAC (the “Charter Amendment Proposal”); and

•        Shareholder Proposal No. 4 — Adjournment Proposal — To consider and vote upon a proposal to approve, by ordinary resolution under Cayman Islands law, and allow the chairman of the Shareholder Extraordinary General Meeting to adjourn the Shareholder Extraordinary General Meeting to a later date or dates, if necessary, for the absence of a quorum, to solicit additional proxies from Genesis SPAC shareholders to approve one or more proposals at the Shareholder Extraordinary General Meeting or to ensure that any supplement or amendment to the accompanying proxy statement is timely provided to Genesis SPAC shareholders.

The above matters are more fully described in the accompanying proxy statement, which also includes, as Annex A, a copy of the Agreement. Genesis SPAC urges you to read carefully the accompanying proxy statement in its entirety, including the Annexes and accompanying financial statements of Genesis SPAC.

The record date for the Shareholder Extraordinary General Meeting is March 22, 2024. Only shareholders of record at the close of business on that date may vote at the Shareholder Extraordinary General Meeting or any adjournment thereof. A complete list of Genesis SPAC shareholders of record entitled to vote at the Shareholder Extraordinary General Meeting will be available for ten days before the Shareholder Extraordinary General Meeting at Genesis SPAC’s principal executive offices for inspection by shareholders during ordinary business hours for any purpose germane to the Shareholder Extraordinary General Meeting.

Genesis Growth Tech LLC, a Cayman Islands limited liability company (the “Genesis Sponsor”), and Genesis SPAC’s directors and officers have agreed to vote any of the Genesis SPAC Ordinary Shares owned by them in favor of the Business Combination Proposal and any other proposals recommended by the Genesis SPAC Board in connection with such Business Combination. Currently, Genesis Sponsor owns approximately 91.3% of the issued and outstanding Genesis SPAC Ordinary Shares.

Pursuant to the Genesis SPAC Articles, Genesis SPAC’s public shareholders may redeem, upon the Closing, Genesis SPAC Public Shares then held by them for cash equal to their pro rata share of the aggregate amount on deposit (calculated as of two business days prior to the Closing) in Genesis SPAC’s trust account (the “Trust Account”) that holds the proceeds of the Genesis SPAC IPO (including interest earned on the Trust Account and other income earned on the funds held in the Trust Account and not previously released to Genesis SPAC to pay its income taxes (if any)). If the Business Combination is not completed, these shares will not be redeemed. For illustrative purposes, based on the balance of the Trust Account of approximately $1.06 million as of March 18, 2024, the estimated per share redemption price would have been approximately $13.00. Genesis SPAC Public Shareholders may elect to redeem their shares even if they vote “FOR” the Business Combination Proposal.

Under the Genesis SPAC Articles, Genesis SPAC shall redeem the Genesis SPAC Public Shares if Genesis SPAC’s initial business combination is not completed by December 13, 2024 (which deadline has been extended by Genesis SPAC from December 13, 2022), unless Genesis SPAC amends the Genesis SPAC Articles (which requires the affirmative vote of at least a two-thirds majority of the votes cast by the holders of the issued and outstanding Genesis SPAC Ordinary Shares, present in person or represented by proxy and entitled to vote thereon at an extraordinary general meeting, or by unanimous written resolutions).

Genesis Sponsor and Genesis SPAC’s directors and officers have agreed to waive their redemption rights with respect to any Genesis SPAC Public Shares owned by them in connection with the consummation of the Business Combination. Currently, Genesis Sponsor owns approximately 91.3% of the issued and outstanding Genesis SPAC Ordinary Shares. Genesis Sponsor and Genesis SPAC’s directors and officers have agreed to vote any of the Genesis SPAC Ordinary Shares owned by them in favor of the Business Combination Proposal, and the other proposals recommended by the Genesis SPAC Board in connection with such Business Combination. The Genesis SPAC Class B Ordinary Shares held by Genesis Sponsor and any of Genesis SPAC’s directors and officers are subject to transfer restrictions.

The Business Combination is conditioned on the approval of the Shareholder Proposals. If Genesis SPAC fails to obtain sufficient votes for the Shareholder Proposals, Genesis SPAC will not satisfy the conditions to consummate the Agreement and Genesis SPAC may be prevented from closing the Business Combination. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in the accompanying proxy statement.

Approval of each of the Business Combination Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law being the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding Genesis SPAC Ordinary Shares (as defined in the accompanying proxy statement) represented in person via the virtual meeting platform or by proxy and entitled to vote thereon at the Shareholder Extraordinary General Meeting. Approval of each of the Name Change Proposal and the Charter Amendment Proposal requires a special resolution under Cayman Islands law being the affirmative vote of at least a two-thirds majority of the votes cast by the holders of the issued and outstanding Genesis SPAC Ordinary Shares (as defined in the accompanying proxy statement), represented in person via the virtual meeting platform or by proxy and entitled to vote thereon at the Shareholder Extraordinary General Meeting. The Genesis SPAC Board unanimously recommends that you vote “FOR” each of these proposals.

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors of Genesis Growth Tech Acquisition Corp.

TABLE OF CONTENTS

INTERESTED DIRECTOR AND SHAREHOLDER

Mr. Eyal Perez is the sole Manager and Managing Member of Genesis Sponsor as well as the Chairman of the Board, Chief Executive Officer and Chief Financial Officer of Genesis SPAC. As of March 18, 2024, Genesis Sponsor own approximately 91.3% of the outstanding ordinary shares of Genesis SPAC. Genesis Sponsor has agreed to vote any shares of Genesis SPAC owned by it in favor of the Business Combination Proposal and, accordingly, owns enough shares to ensure that the Business Combination will be approved at the Shareholder Extraordinary General Meeting.

Mr. Perez was present at, and participated in, all Genesis SPAC Board meetings where negotiations, deliberations or valuations regarding the Contributed Assets took place. Mr. Perez did not recuse himself from Genesis SPAC Board discussions with respect to the Business Combination. In this document, the words “unanimous,” “unanimously” and similar words, when referencing Board action with respect to the Business Combination, mean the unanimous vote of the members of the Genesis SPAC Board, including Mr. Perez. Owing to Mr. Perez’s affiliation with Genesis SPAC and with Genesis Sponsor, a fairness opinion was rendered in connection with the Business Combination on November 17, 2023.

ABOUT THIS PROXY STATEMENT

This document constitutes a notice of a meeting and a proxy statement under Section 14(a) of the Exchange Act with respect to the Extraordinary General Meeting of Genesis SPAC shareholders at which Genesis SPAC shareholders will be asked to consider and vote upon a proposal to approve the Business Combination by the approval and adoption of the Agreement, among other matters.

Genesis SPAC files reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read Genesis SPAC’s SEC filings, including this proxy statement, over the Internet at the SEC’s website at http://www.sec.gov.

If you would like additional copies of this proxy statement or if you have questions about the Business Combination or the proposals to be presented at the Shareholder Extraordinary General Meeting, you should contact our proxy solicitor at:

Advantage Proxy, Inc.

PO Box 10904

Yakima, WA 98909

Toll Free: (877) 870-8565

Collect: (206) 870-8565

Email: ksmith@advantageproxy.com

If you are a shareholder of Genesis SPAC and would like to request documents, please do so by five business days prior to the meeting date in order to receive them before the Shareholder Extraordinary General Meeting. If you request any documents from us, we will mail them to you by first class mail, or another equally prompt means.

INDUSTRY AND MARKET DATA

This proxy statement may include estimates of market share, market position, market opportunity and industry data and forecasts that we obtained from various independent sources and reports, as well as internal company sources, including management estimates. Neither Genesis SPAC nor Genesis Sponsor has independently verified the accuracy or completeness of any third-party information. While Genesis SPAC and Genesis Sponsor believe that the market data, industry forecasts and similar information included in this proxy statement are generally reliable, such information is inherently imprecise and there can be no assurance as to the accuracy or completeness of the included information. Forecasts and other forward-looking information obtained from third parties are subject to the same qualifications and uncertainties as the other forward-looking statements in this proxy statement. In addition, assumptions and estimates of the Post-Combination Company’s future performance and growth objectives and the future performance of its industry and the markets in which it operates are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those discussed under the headings “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements” and “Genesis SPAC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this proxy statement.

SELECTED DEFINITIONS

Unless otherwise stated in this proxy statement or the context otherwise requires in this document:

“Agreement” means that certain Contribution and Business Combination Agreement dated November 20, 2023, by and between Genesis SPAC and Genesis Sponsor as may be amended, supplemented or otherwise modified from time to time, which is attached hereto as Annex A.

“Business Combination” means the transactions contemplated by the Agreement.

“Cayman Act” means the Cayman Islands Companies Act (As Revised).

“Closing” means the closing of the Business Combination.

“Closing Date” means the date of the Closing.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Contributed Assets and Obligations” means (a) all of Genesis Sponsor’s rights, title and interest in and to a portfolio of patents acquired by Genesis Sponsor pursuant to that certain Patent Purchase Agreement, effective as of September 21, 2023 (as amended by the First Amendment to Patent Sale Agreement dated November 14, 2023 and as it may be further amended from time to time, the “Patent Purchase Agreement”), by and between Genesis Sponsor and MindMaze Group SA, a Swiss corporation (“MindMaze”), and which includes (i) the Assigned Patent Rights, including the Additional Rights, as such terms are defined in the Patent Purchase Agreement, and (ii) all other intellectual property rights acquired by the Sponsor under the Patent Purchase Agreement, and (b) Genesis SPAC’s obligation to pay to Genesis Sponsor one thousand dollars ($1,000) and assume and agree to perform and discharge all of Genesis Sponsor’s obligations under the Patent Purchase Agreement, including the obligation to pay to MindMaze a purchase price of $21 Million (the “MindMaze IP Purchase Price”) on or prior to May 31, 2024 and the obligation to share fifty percent (50%) of the gross amounts received under the Patent Purchase Agreement with MindMaze after the threshold amount of $44,000,000 is received by Genesis SPAC, on the terms and subject to the conditions set forth in the Patent Purchase Agreement, including that the Patent Purchase Agreement grants a worldwide royalty-free license back to the MindMaze.

“Effective Time” means the moment in time at which the Closing occurs.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Existing Private Warrant Agreement” means that certain Private Warrant Agreement, dated as of December 8, 2021, by and between Genesis SPAC and Continental Stock Transfer & Trust Company, as warrant agent.

“Founder Shares” means the 6,325,000 Genesis SPAC Class B Ordinary Shares that are currently owned by Genesis Sponsor (5,850,625 shares) and Nomura Securities (474,375 shares).

“Genesis SPAC” means Genesis Growth Tech Acquisition Corp., a Cayman Islands exempted company limited by shares, prior to the consummation of the Business Combination.

“Genesis SPAC Articles” means the Third Amended and Restated Memorandum and Articles of Association of Genesis SPAC, adopted by special resolution dated August 31, 2023

“Genesis SPAC Board” means the board of directors of Genesis SPAC from time to time.

“Genesis SPAC Class A Ordinary Shares” means the Class A ordinary fully paid shares, par value $0.0001 per share, of Genesis SPAC.

“Genesis SPAC Class B Ordinary Shares” means the Class B ordinary fully paid shares, par value $0.0001 per share, of Genesis SPAC.

“Genesis SPAC IPO” means Genesis SPAC’s initial public offering, consummated on December 13, 2021, through the sale of 25,300,000 Genesis SPAC Public Units (including 3,300,000 Genesis SPAC Public Units sold on December 21, 2021 pursuant to the underwriters’ full exercise of their over-allotment option) at $10.00 per Genesis SPAC Public Unit.

“Genesis SPAC IPO Closing Date” means December 13, 2021.

“Genesis SPAC IPO Letter Agreement” means the form of letter agreement, dated December 13, 2021, by and between Genesis SPAC and each of Genesis Sponsor, Genesis SPAC’s directors and Genesis SPAC’s officers.

“Genesis SPAC Ordinary Shares” means the Genesis SPAC Class A Ordinary Shares and the Genesis SPAC Class B Ordinary Shares.

“Genesis SPAC Private Placement Warrants” means the warrants held by Genesis Sponsor, each of which is exercisable, at an exercise price of $11.50, for one Genesis SPAC Class A Ordinary Share in accordance with its terms.

“Genesis SPAC Public Shareholders” means holders of Genesis SPAC Public Shares, including Genesis Sponsor.

“Genesis SPAC Public Shares” means the Genesis SPAC Class A Ordinary Shares included in the Genesis SPAC Public Units issued in the Genesis SPAC IPO.

“Genesis SPAC Public Unit” means one Genesis SPAC Class A Ordinary Share and one-half of one Genesis SPAC Public Warrant, whereby each whole Genesis SPAC Public Warrant entitles the holder thereof to purchase one Genesis SPAC Class A Ordinary Share at an exercise price of $11.50 per share of Genesis SPAC Class A Ordinary Share, sold in the Genesis SPAC IPO.

“Genesis SPAC Public Warrantholders” means holders of Genesis SPAC Public Warrants.

“Genesis SPAC Public Warrants” means the warrants included in the Genesis SPAC Public Units issued in the Genesis SPAC IPO, each of which is exercisable, at an exercise price of $11.50, for one Genesis SPAC Class A Ordinary Share in accordance with its terms.

“Genesis SPAC securities” means Genesis SPAC Ordinary Shares and Genesis SPAC Warrants.

“Genesis Sponsor” means Genesis Growth Tech LLC, a Cayman Islands limited liability company.

“Genesis SPAC Warrants” means, collectively, the Genesis SPAC Private Placement Warrants and the Genesis SPAC Public Warrants.

“initial business combination” means a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving Genesis SPAC and one or more businesses or entities.

“IRS” means the U.S. Internal Revenue Service.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012.

“MindMaze” means MindMaze Group SA, a Swiss corporation.

“Nomura Securities” means Nomura Securities International, Inc.

“Patent Purchase Agreement” means that certain Patent Purchase Agreement, effective as of September 21, 2023 (as amended by the First Amendment to Patent Sale Agreement dated November 14, 2023 and as it may be further amended from time to time, by and between Genesis Sponsor and MindMaze.

“Post-Combination Articles” means the Memorandum and Articles of Association of the Post-Combination Company, attached hereto as Annex C.

“Post-Combination Company” means Genesis SPAC following the Closing.

“Post-Combination Company Board” means the board of directors of the Post-Combination Company.

“Post-Combination Company Shares” means the ordinary shares of the Post-Combination Company, par value $0.0001 per share.

“Rule 144” means Rule 144 under the Securities Act.

“Sarbanes Oxley Act” means the Sarbanes-Oxley Act of 2002.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Shareholder Extraordinary General Meeting” means the extraordinary general meeting of the shareholders of Genesis SPAC that is the subject of this proxy statement.

“Transfer Agent” means Continental Stock Transfer & Trust Company, a New York limited purpose trust company.

“Trust Account” means the trust account of Genesis SPAC that holds the proceeds from the Genesis SPAC IPO.

“Trustee” means Continental Stock Transfer & Trust Company, a New York limited purpose trust company, acting as trustee of Genesis SPAC.

“U.S. Dollars” and “$” means United States dollars, the legal currency of the United States.

“Warrant Exchange Agreement” means that certain warrant exchange agreement intended to be entered into by and between Genesis SPAC and Genesis Sponsor, pursuant to which, in connection with the closing of the Business Combination, 8,875,000 private placement warrants will be cancelled in full and, in consideration therefor, Genesis SPAC will issue an aggregate 221,875,000 Class A ordinary shares to Genesis Sponsor on a private placement basis.

QUESTIONS AND ANSWERS

The questions and answers below highlight only selected information from this proxy statement and only briefly address some commonly asked questions about the Shareholder Extraordinary General Meeting and the proposals to be presented at the Shareholder Extraordinary General Meeting, including with respect to the Business Combination. The following questions and answers do not include all the information that is important to Genesis SPAC shareholders. Genesis SPAC shareholders are urged to read carefully this entire proxy statement, including the Annexes and the other documents referred to herein, to fully understand the proposed Business Combination and the voting procedures for the Shareholder Extraordinary General Meeting.

Q:     Why am I receiving this proxy statement?

A:     Genesis SPAC has entered into the Agreement with Genesis pursuant to which, among other things, (a) Genesis Sponsor will contribute, transfer, convey, assign and deliver to Genesis SPAC all of Genesis Sponsor’s rights, title and interest in and to a portfolio of patents acquired by Genesis Sponsor pursuant to that certain Patent Purchase Agreement, effective as of September 21, 2023 (as amended by the First Amendment to Patent Sale Agreement dated November 14, 2023 and as it may be further amended from time to time, the “Patent Purchase Agreement”), by and between Genesis Sponsor and MindMaze Group SA, a Swiss corporation (“MindMaze”), and which includes (i) the Assigned Patent Rights, including the Additional Rights, as such terms are defined in the Patent Purchase Agreement, and (ii) all other intellectual property rights acquired by the Sponsor under the Patent Purchase Agreement, and (b) Genesis SPAC will pay to Genesis Sponsor one thousand dollars ($1,000) and will assume and agree to perform and discharge all of Genesis Sponsor’s obligations under the Patent Purchase Agreement, including the obligation to pay to MindMaze a purchase price of $21 Million (the “MindMaze IP Purchase Price”) on or prior to May 31, 2024 and the obligation to share fifty percent (50%) of the gross amounts received under the Patent Purchase Agreement with MindMaze after the threshold amount of $44,000,000 is received by Genesis SPAC, on the terms and subject to the conditions set forth in the Patent Purchase Agreement , including that the Patent Purchase Agreement grants a worldwide royalty-free license back to the MindMaze (collectively, the “Transaction” or the “Business Combination”). The Post-Combination Company will be engaged in the business of commercializing the Contributed Assets (as defined in the Agreement). A copy of the Agreement is attached to this proxy statement as Annex A, and a copy of the Patent Purchase Agreement is attached to this proxy statement as Annex B.

Genesis SPAC shareholders are being asked to consider and vote upon a proposal to adopt the Agreement and approve, among other things, the Business Combination.

This proxy statement and its Annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Shareholder Extraordinary General Meeting. You should read this proxy statement and its Annexes carefully and in their entirety.

The vote of Genesis SPAC Shareholders is important. Genesis SPAC Shareholders are encouraged to submit their proxies as soon as possible after carefully reviewing this proxy statement in its entirety, including the Annexes.

Q:     When and where is the Shareholder Extraordinary General Meeting?

A:     The Shareholder Extraordinary General Meeting will be held live webcast at [    ], on [April 12], 2024, at [10:00 a.m.]. The Shareholder Extraordinary General Meeting can be accessed by visiting [    ], where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the Shareholder Extraordinary General Meeting by means of remote communication.

Q:     What proposals are Genesis SPAC shareholders being asked to vote upon?

A:     At the Shareholder Extraordinary General Meeting, Genesis SPAC is asking Genesis SPAC shareholders to consider and vote upon the following proposals (collectively, the “Shareholder Proposals”):

•        Business Combination Proposal — To consider and vote upon a proposal to approve, by ordinary resolution under Cayman Islands law, Genesis SPAC’s entry into and adoption of the Agreement, a copy of which is attached to this proxy statement as Annex A, and approve, among other things, the Business Combination (Shareholder Proposal No. 1);

•        Name Change Proposal — To consider and vote upon a proposal to approve, by special resolution under Cayman Islands law, the change of name of Genesis SPAC to “NeuroMind AI Corp.” (Shareholder Proposal No. 2);

•        Charter Amendment Proposal — To consider and vote upon a proposal to approve, by special resolution under Cayman Islands law, to adopt the amended and restatement memorandum and articles of association of Genesis SPAC (a copy of which is attached to this proxy statement as Annex C) in substitution for the existing memorandum and articles of association of Genesis SPAC (Shareholder Proposal No 3); and

•        Adjournment Proposal — To consider and vote upon a proposal to approve, by ordinary resolution under Cayman Islands law, and allow the chairman of the Shareholder Extraordinary General Meeting to adjourn the Shareholder Extraordinary General Meeting to a later date or dates, if necessary, for the absence of a quorum, to solicit additional proxies from Genesis SPAC shareholders to approve one or more proposals at the Shareholder Extraordinary General Meeting or to ensure that any supplement or amendment to this proxy statement is timely provided to Genesis SPAC shareholders (Shareholder Proposal No. 4).

Q:     Are the proposals Genesis SPAC shareholders are being asked to vote upon conditioned on one another?

A:     Yes. The Business Combination is conditioned on the approval of the Shareholder Proposals. If Genesis SPAC fails to obtain sufficient votes for the Shareholder Proposals, Genesis SPAC will not satisfy the conditions to consummate the Agreement and Genesis SPAC will be prevented from closing the Business Combination. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement. It is important for you to note that in the event that the Shareholder Proposals do not receive the requisite votes for approval, Genesis SPAC will not consummate the Business Combination. Unless Genesis SPAC amends the Genesis SPAC Articles (which requires the affirmative vote of at least a two-thirds majority of the votes cast by the holders of the issued and outstanding Genesis SPAC Ordinary Shares, present in person or represented by proxy and entitled to vote thereon at an extraordinary general meeting, or by unanimous written resolutions), if Genesis SPAC does not consummate the Business Combination and fails to complete an initial business combination by December 13, 2024 (which deadline has been extended by Genesis SPAC from December 13, 2022), Genesis SPAC will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such account to Genesis SPAC Public Shareholders.

Q:     Why is Genesis SPAC providing shareholders with the opportunity to vote on the Business Combination Proposal?

A:     Under the Genesis SPAC Articles, Genesis SPAC must provide all holders of Genesis SPAC Public Shares with the opportunity to have their Genesis SPAC Public Shares redeemed upon the consummation of an initial business combination either in conjunction with a tender offer or in conjunction with a shareholder vote. For business and other reasons, Genesis SPAC has elected to provide its shareholders with the opportunity to have their Genesis SPAC Public Shares redeemed in connection with a shareholder vote rather than a tender offer. Genesis SPAC is seeking to obtain the approval of its shareholders of the Business Combination Proposal and, accordingly, will allow the Genesis SPAC Public Shareholders to effectuate redemptions of their Genesis SPAC Public Shares in connection with the Closing. The approval of the Business Combination is required under the Genesis SPAC Articles. In addition, such approval is also a condition to the Closing under the Agreement.

Q:     Why is Genesis SPAC providing shareholders with the opportunity to vote on the Name Change Proposal and the Charter Amendment Proposal?

A:     Genesis SPAC is providing shareholders with the opportunity to vote on the Name Change Proposal and the Charter Amendment Proposal so that Genesis SPAC may change the name of Genesis SPAC to “NeuroMind AI Corp.” and delete the various provisions that are applicable only to special purpose acquisition companies (which requires the affirmative vote of at least a two-thirds majority of the votes cast by the holders of the issued and outstanding Genesis SPAC Ordinary Shares, present in person or represented by proxy and entitled to vote thereon at an extraordinary general meeting, or by unanimous written resolutions). For additional information, please see the sections titled “Shareholder Proposal No. 2 — The Name Change Proposal” and “Shareholder Proposal No. 3 — The Charter Amendment Proposal.”

Q:     Why is Genesis SPAC providing shareholders with the opportunity to vote on the Adjournment Proposal?

A:     Genesis SPAC is proposing the Adjournment Proposal to allow the chairman of the Shareholder Extraordinary General Meeting to adjourn the Shareholder Extraordinary General Meeting to a later date or dates, if necessary, for the absence of a quorum, to solicit additional proxies from Genesis SPAC shareholders to approve the Business Combination Proposal or to ensure that any supplement or amendment to this proxy statement is timely provided to Genesis SPAC shareholders. For additional information, please see the section titled “Shareholder Proposal No. 3 — The Adjournment Proposal.”

Q:     Why is Genesis SPAC proposing the Business Combination?

A:      Genesis SPAC is a blank check company incorporated on March 17, 2021 as a Cayman Islands exempted company limited by shares and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (an “initial business combination”). Genesis SPAC (a) must complete one or more business combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding taxes payable on the income earned on the Trust Account) at the time of the execution of a definitive agreement in connection with a business combination and (b) is not, under the Genesis SPAC Articles, permitted to effect an initial business combination with another blank check company or a similar company with nominal operations.

Based on Genesis SPAC’s due diligence investigations of the Contributed Assets and Obligations, including the financial and other information provided by Genesis Sponsor in the course of negotiations, Genesis SPAC believes that the Business Combination is in the best interests of Genesis SPAC. However, there can be no assurances of this. Although Genesis SPAC believes that the Business Combination presents a unique business combination opportunity and is in the best interests of Genesis SPAC, the Genesis SPAC Board did consider certain potentially material negative factors in arriving at that conclusion. Please see the section titled “The Business Combination — Genesis SPAC Board’s Reasons for Approval of the Business Combination” for additional information.

Q:     Did the Genesis SPAC Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A:     Yes, the Genesis SPAC Board obtained a fairness opinion from KISSPatent Europe BV (“KISSPatent”) in connection with its determination to proceed with the Business Combination and recommendation of the Business Combination to the Genesis SPAC shareholders. See “Shareholder Proposal 1 — The Business Combination Proposal — Opinion of KISSPatent” and the opinion (as described below) attached to this proxy statement as Annex D. 

Q:     What is expected to happen in the Business Combination?

A:     Pursuant to the Agreement, (a) Genesis Sponsor will contribute, transfer, convey, assign and deliver to Genesis SPAC all of Genesis Sponsor’s rights, title and interest in and to a portfolio of patents acquired by Genesis Sponsor pursuant to that certain Patent Purchase Agreement, effective as of September 21, 2023 (as amended by the First Amendment to Patent Sale Agreement dated November 14, 2023 and as it may be further amended from time to time, the “Patent Purchase Agreement”), by and between Genesis Sponsor and MindMaze Group SA, a Swiss corporation (“MindMaze”), and which includes (i) the Assigned Patent Rights, including the Additional Rights, as such terms are defined in the Patent Purchase Agreement, and (ii) all other intellectual property rights acquired by the Sponsor under the Patent Purchase Agreement, and (b) Genesis SPAC will pay to Genesis Sponsor one thousand dollars ($1,000) and will assume and agree to perform and discharge all of Genesis Sponsor’s obligations under the Patent Purchase Agreement, including the obligation to pay to MindMaze a purchase price of $21 Million (the “MindMaze IP Purchase Price”) on or prior to May 31, 2024 and the obligation to share fifty percent (50%) of the gross amounts received under the Patent Purchase Agreement with MindMaze after the threshold amount of $44,000,000 is received by Genesis SPAC, on the terms and subject to the conditions set forth in the Patent Purchase Agreement, including that the Patent Purchase Agreement grants a worldwide royalty-free license back to the MindMaze.

For more information on the Business Combination, see the section titled “The Business Combination.”

Q:     Should the public shareholders expect Genesis SPAC to obtain additional financing?

A:     No. Following the closing of the Business Combination, the Post-Combination Company will need to raise sufficient capital or debt to pay the MindMaze IP Purchase Price and sustain operations. No additional financing is expected prior to the consummation of the Business Combination. There is no assurance that the Post-Combination Company will be able to raise sufficient capital or debt to pay the MindMaze IP Purchase Price and sustain operations, or that such financing will be on terms that are favorable to the Post-Combination Company. Genesis SPAC and Genesis Sponsor expect that the post-closing financing will be raised by a sale of some of Genesis Sponsor’s equity interests in the Post-Combination Company. Genesis SPAC expects that such a transaction would have little or no impact on the public shareholders. Moreover, Genesis Sponsor will not receive any additional securities pursuant to any anti-dilution adjustment based on the company obtaining additional financing. See “Risk Factors — The Post-Combination Company will take on substantial indebtedness in connection with the consummation of the Business Combination, which could materially and adversely affect the Post-Combination Company’s financial position.” and “— The Post-Combination Company will require additional capital in the future, which may not be available or may only be available on unfavorable terms. We may also encounter difficulty in obtaining funds to meet our commitments.”

Q:     What happens if the Post-Combination Company does not pay the MindMaze IP Purchase Price by May 31, 2024?

A:     In connection with the Business Combination, Genesis SPAC will assume and agree to perform and discharge all of Genesis Sponsor’s obligations under the Patent Purchase Agreement, including the obligation to pay to the MindMaze IP Purchase Price of $21 million on or prior to May 31, 2024. If the Post-Combination Company does not pay the MindMaze IP Purchase Price by May 31, 2024, then MindMaze will have the right to terminate the Patent Purchase Agreement and require Genesis SPAC to return the Contributed Assets to MindMaze, in addition to any other remedies available to MindMaze under law, in equity or otherwise. Please see the section titled “The Agreement.”

Q:     What conditions must be satisfied to complete the Business Combination?

A:     There are a number of closing conditions in the Agreement, including the approval by Genesis SPAC shareholders of the Business Combination. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, please see the section titled “The Agreement.”

Q:     Who will be on the Post-Combination Company Board?

A:     It is expected that, following the Closing, the current members of the board of directors of Genesis SPAC will comprise the board of directors of the Post-Combination Company. Please see the section titled “Management of the Post-Combination Company” for additional information.

Q:     Who will be on the management team of the Post-Combination Company?

A:     It is expected that, following the Closing, the current senior management of Genesis SPAC will comprise the senior management of the Post-Combination Company.

Please see the section titled “Management of the Post-Combination Company” for additional information.

Q:     What is the impact on relative share ownership if a substantial number of Genesis SPAC Public Shareholders exercise their redemption rights and what equity stake will current Genesis SPAC shareholders hold in the Post-Combination Company?

A:     Genesis SPAC Public Shareholders are not required to vote against the Business Combination in order to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Genesis SPAC Public Shareholders are reduced as a result of further redemptions by Genesis SPAC Public Shareholders.

As of March 18, 2024, Genesis SPAC Public Shareholders own 81,520 shares, or 1.3% of the outstanding Genesis SPAC Ordinary Shares. If the Business Combination is approved by the Genesis SPAC stockholders, it is intended that, pursuant to the Warrant Exchange Agreement, 8,875,000 private placement warrants will

be cancelled in full and, in consideration therefor, Genesis SPAC will issue an aggregate 221,875,000 Class A ordinary shares to Genesis Sponsor on a private placement basis. This will have an immediate and substantial dilutive effect to the Genesis SPAC Public Shareholders in any scenario.

Assuming no further redemptions, or even maximum redemptions, and assuming no exercise of the outstanding warrants retained by redeeming shareholders, the Genesis SPAC Public Shareholders will own less than 1% of the outstanding shares of the Post-Combination Company.

In addition, assuming full exercise of the outstanding warrants retained by redeeming shareholders, Genesis SPAC Public Shareholders will own approximately 12,650,000 shares, or approximately 5.3%, of the outstanding shares of the Post-Combination Company, and Genesis Sponsor would own 227,725,625 or approximately 94.5%, of the Post-Combination Company. Accordingly, based on the closing price of Genesis SPAC’s ordinary shares of $12.00 on the OTC as of March 18, 2024, Genesis Sponsor and its affiliates’ total potential ownership interest in the combined company would be $2,732,707,500.

Q:     What are the U.S. federal income tax consequences of exercising my redemption rights?

A:     In the event that a U.S. Holder (as defined below) elects to redeem its Genesis SPAC Public Shares for cash, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as sale or exchange of the Genesis SPAC Public Shares under Section 302 of the Internal Revenue Code (the “Code”) or is treated as a distribution under Section 301 of the Code and whether Genesis SPAC would be characterized as a passive foreign investment company (“PFIC”). Whether the redemption qualifies as a sale or exchange or is treated as a distribution will depend on the facts and circumstances of each particular U.S. Holder at the time such holder exercises his, her, or its redemption rights. If the redemption qualifies as a sale or exchange of the Genesis SPAC Public Shares, the U.S. Holder will be treated as recognizing capital gain or loss equal to the difference between the amount realized on the redemption and such U.S. Holder’s adjusted tax basis in the Genesis SPAC Public Shares surrendered in such redemption transaction. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for the Genesis SPAC Public Shares redeemed exceeds one year.

Subject to the PFIC rules, long-term capital gains recognized by non-corporate U.S. Holders (as defined below) will be eligible to be taxed at reduced rates. However, it is unclear whether the redemption rights with respect to the Genesis SPAC Public Shares may prevent a U.S. Holder from satisfying the applicable holding period requirements. Long-term capital gains recognized by non-corporate U.S. Holders will be eligible to be taxed at reduced rates. The deductibility of capital losses is subject to limitations. See the section titled “U.S. Federal Income Tax Considerations — Certain U.S. Federal Income Tax Consequences of Exercising Redemption Rights” for a more detailed discussion of the U.S. federal income tax consequences of a U.S. Holder electing to redeem its Genesis SPAC Public Shares for cash, including with respect to Genesis SPAC’s potential PFIC status and certain tax implications thereof.

Q:     How many ordinary shares are outstanding and what is the balance of the Trust Account?

A:     As of the close of business on the record date of the Shareholder Extraordinary General Meeting, there were [    ] outstanding Genesis SPAC Ordinary Shares, and approximately $[          ] million in the Trust Account.

On February 22, 2023, Genesis SPAC held an extraordinary general meeting of shareholders, at which its public shareholders approved a proposal to amend the amended and restated memorandum and articles of association, by way of special resolution, in the form of the second amended and restated memorandum and articles of association, to extend the date by which Genesis SPAC has to consummate a business combination from March 13, 2023 (which deadline had been previously extended from December 13, 2022) to September 13, 2023. In connection with such proposal, public shareholders elected to redeem 25,198,961 Class A ordinary shares. As a result, approximately $263,325,413.52 (approximately $10.45 per share) was debited from the Trust Account to pay such holders.

On August 31, 2023, Genesis SPAC held an extraordinary general meeting of shareholders, at which its public shareholders approved a proposal to amend the second amended and restated memorandum and articles of association, by way of special resolution, in the form of the third amended and restated memorandum and articles of association, to extend the date by which Genesis SPAC has to consummate a business combination

from September 13, 2023 to December 13, 2024. In connection with such proposal, public shareholders elected to redeem 19,519 Class A ordinary shares. As a result, approximately $246,605.40 (approximately $12.63 per share) was debited from the Trust Account to pay such holders.

Q:     How many votes do I have at the Shareholder Extraordinary General Meeting?

A:     Genesis SPAC shareholders are entitled to one vote on each proposal presented at the Shareholder Extraordinary General Meeting for each Genesis SPAC Ordinary Share held of record as of March 22, 2024, the record date for the Shareholder Extraordinary General Meeting.

As of the close of business on the record date of the Shareholder Extraordinary General Meeting, there were [      ] outstanding Genesis SPAC Ordinary Shares.

Q:     What happens if I sell my Genesis SPAC Public Shares before the Shareholder Extraordinary General Meeting?

A:      The record date for the Shareholder Extraordinary General Meeting is earlier than the date that the Business Combination is expected to be completed. If you transfer your Genesis SPAC Public Shares after the record date, but before the Shareholder Extraordinary General Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Shareholder Extraordinary General Meeting. However, you will not be able to seek redemption of your Genesis SPAC Public Shares because you will no longer be able to deliver them for cancellation upon consummation of the Business Combination. If you transfer your Genesis SPAC Public Shares prior to the record date, you will have no right to vote those shares at the Shareholder Extraordinary General Meeting, or redeem those shares for a pro rata portion of the proceeds held in the Trust Account.

Q:     What vote is required to approve the proposals presented at the Shareholder Extraordinary General Meeting?

A:     The following votes are required for each proposal at the Shareholder Extraordinary General Meeting:

•        The approval of the Business Combination Proposal requires the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding Genesis SPAC Ordinary Shares represented in person via the virtual meeting platform or by proxy and entitled to vote thereon at the Shareholder Extraordinary General Meeting. A Genesis SPAC Shareholder’s failure to vote by proxy or to vote in person via the virtual meeting platform at the Shareholder Extraordinary General Meeting, as well as an abstention from voting and a broker non-vote with regard to the Business Combination Proposal, will have no effect on the Business Combination Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the Business Combination Proposal. Genesis Sponsor has agreed to vote the Genesis SPAC Ordinary Shares it owns in favor of the Business Combination Proposal.

•        The approval of the Name Change Proposal requires the affirmative vote of at least a two-thirds majority of the votes cast by the holders of the issued and outstanding Genesis SPAC Ordinary Shares, represented in person via the virtual meeting platform or by proxy and entitled to vote thereon at the Shareholder Extraordinary General Meeting. A Genesis SPAC Shareholder’s failure to vote by proxy or to vote in person via the virtual meeting platform at the Shareholder Extraordinary General Meeting, as well as an abstention from voting and a broker non-vote with regard to the Name Change Proposal will have no effect on the Name Change Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the Name Change Proposal. Genesis Sponsor has agreed to vote the Genesis SPAC Ordinary Shares it owns in favor of the Name Change Proposal.

•        The approval of the Charter Amendment Proposal requires the affirmative vote of at least a two-thirds majority of the votes cast by the holders of the issued and outstanding Genesis SPAC Ordinary Shares, represented in person via the virtual meeting platform or by proxy and entitled to vote thereon at the Shareholder Extraordinary General Meeting. A Genesis SPAC Shareholder’s failure to vote by proxy or to vote in person via the virtual meeting platform at the Shareholder Extraordinary General Meeting, as well as an abstention from voting and a broker non-vote with regard to the Charter Amendment Proposal will have no effect on the Charter Amendment Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the Charter Amendment Proposal. Genesis Sponsor has agreed to vote the Genesis SPAC Ordinary Shares it owns in favor of the Charter Amendment Proposal.

•        The approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by the holders of the issued and outstanding Genesis SPAC Ordinary Shares represented in person via the virtual meeting platform or by proxy and entitled to vote thereon at the Shareholder Extraordinary General Meeting. A Genesis SPAC Shareholder’s failure to vote by proxy or to vote in person via the virtual meeting platform at the Shareholder Extraordinary General Meeting, as well as a broker non-vote with regard to the Adjournment Proposal will have no effect on the Adjournment Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the Adjournment Proposal. Genesis Sponsor has agreed to vote the Genesis SPAC Ordinary Shares it owns in favor of the Adjournment Proposal.

Genesis Sponsor currently owns 5,850,625 Class B ordinary shares of Genesis SPAC, representing approximately 91.3% of the outstanding ordinary shares of Genesis SPAC. Genesis Sponsor has agreed to vote any shares of Genesis SPAC owned by it in favor of the Business Combination Proposal and, accordingly, owns enough shares to ensure that the Business Combination will be approved at the Shareholder Extraordinary General Meeting

For purposes of the Shareholder Extraordinary General Meeting, an abstention occurs when a Genesis SPAC Shareholder attends the meeting and does not vote or returns a proxy with an “abstain” vote.

Q:     What constitutes a quorum at the Shareholder Extraordinary General Meeting?

A:     The holders of at least one-third of the issued and outstanding Genesis SPAC Ordinary Shares entitled to vote as of the record date at the Shareholder Extraordinary General Meeting must be present, in person via the virtual meeting platform or represented by proxy, at the Shareholder Extraordinary General Meeting to constitute a quorum and in order to conduct business at the Shareholder Extraordinary General Meeting. Abstentions will be counted as present for the purpose of determining a quorum. Genesis Sponsor, who currently owns 91.3% of the issued and outstanding Genesis SPAC Ordinary Shares, will count towards this quorum. In the absence of a quorum, the chairman of the Shareholder Extraordinary General Meeting has power to adjourn the Shareholder Extraordinary General Meeting. As of the record date for the Shareholder Extraordinary General Meeting, [            ] Genesis SPAC Ordinary Shares would be required to achieve a quorum.

Q:     How will Genesis Sponsor and Genesis SPAC’s directors and officers vote at the Shareholder Extraordinary General Meeting?

A:     Prior to the Genesis SPAC IPO, Genesis SPAC entered into a letter agreement with Genesis Sponsor and each of Genesis SPAC’s directors and officers, pursuant to which each agreed to vote any Genesis SPAC Ordinary Shares owned by them in favor of the Business Combination Proposal and any other proposals recommended by the Genesis SPAC Board in connection with such Business Combination. None of Genesis Sponsor or Genesis SPAC’s directors or officers have purchased any Genesis SPAC Ordinary Shares during or after the Genesis SPAC IPO and, as of the date of this proxy statement, neither Genesis SPAC nor Genesis Sponsor or Genesis SPAC’s directors or officers have entered into agreements, and are not currently in negotiations, to purchase shares prior to the consummation of the Business Combination. Currently, Genesis Sponsor owns 91.3% of the issued and outstanding Genesis SPAC Ordinary Shares and will be able to vote all such shares at the Shareholder Extraordinary General Meeting. Genesis Sponsor has agreed to vote any shares of Genesis SPAC owned by it in favor of the Business Combination Proposal and, accordingly, owns enough shares to ensure that the Business Combination will be approved at the Shareholder Extraordinary General Meeting.

Q:     What interests do Genesis Sponsor and Genesis SPAC’s current officers and directors have in the Business Combination?

A:     Genesis Sponsor and Genesis SPAC’s directors and officers have interests in the Business Combination that may be different from, or in addition to (and which may conflict with), the interests of Genesis SPAC Public Shareholders generally. Genesis SPAC Public Shareholders should take these interests into account in deciding whether to approve the proposals set forth in this proxy statement. Please see the section titled “The Business Combination — Interests of Certain Persons in the Business Combination” for additional information.

Q:     Following the Business Combination, will the Company’s securities continue to trade on a stock exchange or other market?

A:     Yes. Genesis SPAC’s units, ordinary shares and warrants now trade on the OTC under the symbols OTCPK: GGAUF, GGAAF and GGAWF, respectively. and will continue to do so following the Business Combination. The Company also anticipates applying for listing on the NEO Exchange.

Q:     Do I have redemption rights?

A:     If you are a Genesis SPAC Public Shareholder, you may redeem your Genesis SPAC Public Shares for cash at the applicable redemption price per share equal to the quotient obtained by dividing (i) the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest earned on the Trust Account and other income earned on the funds held in the Trust Account and not previously released to Genesis SPAC to pay its income taxes (if any), by (ii) the total number of then-outstanding

Genesis SPAC Public Shares. A Genesis SPAC Public Shareholder, together with any of its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the Genesis SPAC Public Shares without Genesis SPAC’s prior consent.

Genesis Sponsor and Genesis SPAC’s directors and officers have agreed to waive their redemption rights with respect to any Genesis SPAC Class A Ordinary Shares owned by them in connection with the consummation of the Business Combination. These waivers were agreed to in connection with Genesis SPAC’s initial public offering, and no consideration was paid in exchange for these waivers. For illustrative purposes, based on the balance of the Trust Account of approximately $1.06 million as of March 18, 2024, the estimated per share redemption price would have been approximately $13.00. Additionally, shares properly tendered for redemption will only be redeemed if the Business Combination is consummated; otherwise holders of such shares will only be entitled to a pro rata portion of the Trust Account (including interest earned on the Trust Account and other income earned on the funds held in the Trust Account and not previously released to Genesis SPAC to pay its income taxes (if any)) in connection with the liquidation of the Trust Account, unless Genesis SPAC completes an alternative initial business combination prior to December 13, 2024 (which deadline has been extended by Genesis SPAC from December 13, 2022), or Genesis SPAC amends the Genesis SPAC Articles (which requires the affirmative vote of at least a two-thirds majority of the votes cast by the holders of the issued and outstanding Genesis SPAC Ordinary Shares, present in person or represented by proxy and entitled to vote thereon at an extraordinary general meeting, or by unanimous written resolutions).

Q:     Is there a limit on the number of shares I may redeem?

A:     Yes. A Genesis SPAC Public Shareholder, together with any of its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the Genesis SPAC Public Shares without Genesis SPAC’s prior consent. Each redemption of Genesis SPAC Public Shares will reduce the amount in the Trust Account, which held cash and investment securities of approximately $1.06 million as of March 18, 2024. Other than the foregoing, there are no additional specified maximum redemption thresholds under the Genesis SPAC Articles.

In no event is your ability to vote all of your shares (including those shares held by you or by a “group” in excess of 15% of the shares sold in the Genesis SPAC IPO) for or against the Business Combination restricted.

Q:     Will how I vote affect my ability to exercise redemption rights?

A:     No. You may exercise your redemption rights whether you vote your Genesis SPAC Public Shares for or against, or whether you abstain from voting on, the Business Combination Proposal, the Name Change Proposal, the Charter Amendment Proposal or any other shareholder proposal described by this proxy statement. As a result, the Agreement can be approved by Genesis SPAC shareholders who will redeem their shares and no longer remain Genesis SPAC shareholders, leaving Genesis SPAC shareholders who choose not to redeem their shares holding shares in a company with a potentially less-liquid trading market, fewer shareholders, and potentially less cash.

Q:     How do I exercise my redemption rights?

A:     In order to exercise your redemption rights, you must (i) if you hold Genesis SPAC Public Units, separate the underlying Genesis SPAC Public Shares and Genesis SPAC Public Warrants, and (ii) prior to 5:00 P.M., Eastern Time on [April 10], 2024 (two business days before the Shareholder Extraordinary General Meeting), tender your shares physically or electronically and submit a request in writing that Genesis SPAC redeems your Genesis SPAC Public Shares for cash to Continental Stock Transfer & Trust Company, the Transfer Agent, at [            ]@continentalstock.com, and, for shares physically tendered (which must be submitted with accompanying documents), at the following address:

Continental Stock Transfer & Trust Company
Attn: [            ]
1 State Street, 30th Floor
New York, NY 10004-1561

Additionally, you must identify to Genesis SPAC the beneficial holder of the Genesis SPAC Public Shares being redeemed in order to validly redeem Genesis SPAC Public Shares. A Genesis SPAC Public Shareholder, together with any of its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the Genesis SPAC Public Shares without Genesis SPAC’s prior consent. Accordingly, all Genesis SPAC Public Shares in excess of the aforementioned 15% threshold beneficially owned by a Genesis SPAC Public Shareholder or group will not be redeemed for cash.

Genesis SPAC shareholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the Transfer Agent and time to effect delivery. It is Genesis SPAC’s understanding that Genesis SPAC shareholders should generally allot at least two weeks to obtain physical certificates from the Transfer Agent. However, Genesis SPAC does not have any control over this process and it may take longer than two weeks. Genesis SPAC shareholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically. If it takes longer than anticipated to obtain a physical certificate, shareholders who wish to redeem their shares and do not deliver their stock electronically may be unable to obtain physical certificates by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.

Genesis SPAC shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name” are required to either tender their certificates to the Transfer Agent prior to the date set forth in this proxy statement, or up to two business days prior to the vote on the proposal to approve the Business Combination at the Shareholder Extraordinary General Meeting, or to deliver their shares to the Transfer Agent electronically using The Depository Trust Company’s (DTC) Automated Tender Offer Program (ATOP) system, at such Shareholder’s option. The requirement for physical or electronic delivery prior to the Shareholder Extraordinary General Meeting ensures that a redeeming Shareholder’s election to redeem is irrevocable once the Business Combination is approved.

Any request for redemption, once made, may not be withdrawn once submitted unless the Genesis SPAC Board determines (in its sole discretion) to permit the withdrawal of such redemption request (which it may do in whole or in part).

Q:     If I am a warrantholder, can I exercise redemption rights with respect to my warrants?

A:     No. The holders of Genesis SPAC Public Warrants have no redemption rights with respect to such Genesis SPAC Public Warrants. Based on the closing price of $0.07 per warrant on the OTC on March 18, 2024, the 12,650,000 public warrants that may be retained by redeeming shareholders have an aggregate market value of approximately $885,500, assuming maximum redemptions). However, there is no assurance that the warrants will ever be in the money following the time they become exercisable and prior to their expiration, and as such, the warrants may expire worthless If a substantial number of public stockholders exercise their redemption rights, stockholders would experience dilution to the extent such warrants are exercised and additional shares of Class A Common Stock are issued.

Q:     Do I have appraisal or dissenters’ rights if I object to the proposed Business Combination?

A:     None of the holders of Genesis SPAC securities have appraisal rights in connection with the Business Combination under the Cayman Act.

Q:     What happens to the funds deposited in the trust account after consummation of the Business Combination?

A:     If the Business Combination is consummated, the funds held in the Trust Account will be used to (i) pay Genesis SPAC Public Shareholders who properly exercise their redemption rights and (ii) pay certain other fees, costs and expenses (including regulatory fees, legal fees, accounting fees, printer fees and other professional fees) that were incurred by Genesis SPAC and Genesis Sponsor in connection with the Business Combination. Any remaining funds will be used by the Post-Combination Company for general corporate purposes.

Q:     What happens if the Business Combination is not consummated?

A:     There are certain circumstances under which the Agreement may be terminated. Please see the section titled “The Agreement” for information regarding the parties’ specific termination rights.

If Genesis SPAC does not consummate the Business Combination, Genesis SPAC may continue to try to complete a business combination with a different target business until December 13, 2024 (which deadline has been extended by Genesis SPAC from December 13, 2022).

Unless Genesis SPAC amends the Genesis SPAC Articles (which requires the affirmative vote of the holders of at least a two-thirds majority of the votes cast by the holders of the issued and outstanding Genesis SPAC Ordinary Shares, present in person or represented by proxy and entitled to vote thereon at an extraordinary general meeting, or by unanimous written resolutions), if Genesis SPAC fails to complete an initial business combination by such deadline, then Genesis SPAC will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Genesis SPAC Public Shares, at a per-share price, payable in cash equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to Genesis SPAC (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish Genesis SPAC Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of remaining Genesis SPAC shareholders and the Genesis SPAC Board, liquidate and dissolve, subject in each case to Genesis SPAC’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per unit in the Genesis SPAC IPO. Please see the section titled “Risk Factors — Risks Related to Genesis SPAC and the Business Combination.”

Holders of the Founder Shares (including Genesis Sponsor) have waived any right to any liquidating distributions from the Trust Account with respect to such shares. In addition, if Genesis SPAC fails to complete an initial business combination by December 13, 2024 (which deadline has been extended by Genesis SPAC from December 13, 2022), subject to Genesis SPAC’s further extension option under the Genesis SPAC Articles, there will be no redemption rights or liquidating distributions with respect to outstanding Genesis SPAC Warrants, which will expire worthless unless Genesis SPAC amends the Genesis SPAC Articles and certain other agreements into which Genesis SPAC has entered to extend the life of Genesis SPAC.

Based on the closing price of $0.07 per warrant on the OTC on March 18, 2024, the 12,650,000 public warrants that may be retained by redeeming shareholders have an aggregate market value of approximately $885,500, assuming maximum redemptions). However, there is no assurance that the warrants will ever be in the money following the time they become exercisable and prior to their expiration, and as such, the warrants may expire worthless If a substantial number of public stockholders exercise their redemption rights, stockholders would experience dilution to the extent such warrants are exercised and additional shares of Class A Common Stock are issued.

Q:     When do you expect the Business Combination to be completed?

A:     The Closing is expected to take place on or prior to the fourth business day following the satisfaction or waiver of the conditions described below in the section titled “The Agreement — Conditions to Closing of the Business Combination.” The Closing is expected to occur in the first half of 2024.

Q:     What else do I need to do now?

A:     You are urged to read carefully and consider the information contained in this proxy statement, including the financial statements and Annexes, and to consider how the Business Combination will affect you as a shareholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy cards or, if you hold your shares or warrants through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q:     How do I vote my Genesis SPAC Ordinary Shares?

A:     If you were a holder of record of Genesis SPAC Ordinary Shares on March 22, 2024, the record date for the Shareholder Extraordinary General Meeting, you may vote with respect to the proposals in person via the virtual meeting platform at the Shareholder Extraordinary General Meeting, or by completing, signing, dating and returning the enclosed Genesis SPAC Shareholder proxy card in the postage-paid envelope provided.

Voting by Mail.    By signing the Genesis SPAC shareholder proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the Genesis SPAC shareholder proxy card to vote your shares at the Shareholder Extraordinary General Meeting in the manner you indicate. You are encouraged to sign and return the Genesis SPAC shareholder proxy card even if you plan to attend the Shareholder Extraordinary General Meeting so that your shares will be voted if you are unable to attend the Shareholder Extraordinary General Meeting. If you receive more than one Genesis SPAC shareholder proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all Genesis SPAC shareholder proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by 5:00 p.m. on [April 11], 2024.

Voting at the Shareholder Extraordinary General Meeting via the Virtual Meeting Platform.    If you attend the Shareholder Extraordinary General Meeting and plan to vote in person via the virtual meeting platform, you will be provided with explicit instructions on how to vote in person via the virtual meeting platform. If your shares are registered directly in your name, you are considered the shareholder of record and you have the right to vote in person via the virtual meeting platform at the Shareholder Extraordinary General Meeting. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Shareholder Extraordinary General Meeting and vote in person via the virtual meeting platform, you will need to contact your broker, bank or nominee to obtain a legal proxy that will authorize you to vote these shares. For additional information, please see the section titled “Extraordinary General Meeting of Genesis SPAC Shareholders.”

Q:     If my Genesis SPAC Ordinary Shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A:     No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. Genesis SPAC believes that all of the proposals presented to the shareholders at the Shareholder Extraordinary General Meeting will be considered non-discretionary and, therefore, your broker, bank, or nominee cannot vote your shares without your instruction on any of the proposals presented at the Shareholder Extraordinary General Meeting.

If you do not provide instructions to vote at the Shareholder Extraordinary General Meeting with your proxy, your broker, bank, or other nominee may deliver a Genesis SPAC shareholder proxy card expressly indicating that it is NOT voting your shares; this indication that a broker, bank, or nominee is not voting your shares is referred to as a “broker non-vote.” Broker non-votes will not be counted for the purposes of determining the

existence of a quorum or for purposes of determining the number of votes cast at the Shareholder Extraordinary General Meeting. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

Q:     May I change my vote after I have mailed my signed Genesis SPAC shareholder proxy card and?

A:     Yes. You may change your vote in the Shareholder Extraordinary General Meeting by sending a later-dated, signed Genesis SPAC shareholder proxy card to Genesis SPAC’s Chief Executive Officer at the address listed below so that it is received by Genesis SPAC’s Chief Executive Officer prior to the Shareholder Extraordinary General Meeting, or by attending the Shareholder Extraordinary General Meeting in person via the virtual meeting platform and vote. You also may revoke your proxy granted in respect of your shares by sending a notice of revocation to Genesis SPAC’s Chief Executive Officer, which must be received by Genesis SPAC’s Chief Executive Officer prior to the Shareholder Extraordinary General Meeting.

Q:     What will happen if I sign and return my Genesis SPAC shareholder proxy card without indicating how I wish to vote?

A:     If you sign, date and return your Genesis SPAC shareholder proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the Shareholder Extraordinary General Meeting. The proxyholders may use their discretion to vote on any other matters that properly come before the Shareholder Extraordinary General Meeting.

Q:     How do I register to attend the Shareholder Extraordinary General Meeting virtually?

A:     If you are a holder of Genesis SPAC Ordinary Shares on the record date, you do not need to register to attend the Shareholder Extraordinary General Meeting virtually. Please follow the instructions on your Genesis SPAC shareholder proxy card. If your shares are held in the name of your broker, bank or other nominee, you must register in advance to attend the Shareholder Extraordinary General Meeting virtually.

To register to attend the Shareholder Extraordinary General Meeting in person via the virtual meeting platform, you must obtain a proxy from the broker, bank or other nominee, reflecting your Genesis SPAC holdings along with your name and email address and submit to [    ]. Requests for registration must be labelled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on [April 11], 2024. You will receive a confirmation of your registration by email.

Q:     If I am not going to attend the Shareholder Extraordinary General Meeting via the virtual meeting platform, should I return my Genesis SPAC shareholder proxy card instead?

A:     Yes. Whether or not you plan to attend the Shareholder Extraordinary General Meeting, please read the enclosed proxy statement carefully.

Please vote your shares by completing, signing, dating and returning the enclosed Genesis SPAC shareholder proxy card in the postage-paid envelope provided.

Q:     What happens if I fail to take any action with respect to the Shareholder Extraordinary General Meeting?

A:     If you fail to take any action with respect to the Shareholder Extraordinary General Meeting and the Business Combination Proposal is approved by Genesis SPAC shareholders and the Business Combination is consummated, you will become a holder of shares in the Post-Combination Company. If you fail to take any action with respect to the Shareholder Extraordinary General Meeting and the Business Combination is not approved, you will continue to be a shareholder of Genesis SPAC.

Q:     What should I do if I receive more than one set of voting materials?

A:     You may receive more than one set of voting materials, including multiple copies of this proxy statement, multiple Genesis SPAC shareholder proxy cards or voting instruction cards, multiple Genesis SPAC warrantholder proxy cards or voting instruction cards.

For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one Genesis SPAC shareholder proxy card.

RISK FACTORS

You should carefully review and consider the following risk factors and the other information contained in this proxy statement, including the financial statements and notes to the financial statements included herein, in evaluating the Business Combination and the proposals described herein. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Business Combination, and may have a material and adverse effect on the business, cash flows, financial condition and results of operations of the Post-Combination Company. Genesis SPAC and Genesis Sponsor and the Post-Combination Company may face additional risks and uncertainties that are not presently known to such entity, or that are currently deemed immaterial, which may also impair the business or financial condition of Genesis SPAC, Genesis Sponsor and/or the Post-Combination Company.

Risks Related to the Contributed Assets and Obligations

If the Post-Combination Company does not pay the MindMaze IP Purchase Price by May 31, 2024, then MindMaze will have the right to terminate the Patent Purchase Agreement and require Genesis SPAC to return the Contributed Assets to MindMaze.

In connection with the Business Combination, Genesis SPAC will assume and agree to perform and discharge all of Genesis Sponsor’s obligations under the Patent Purchase Agreement, including the obligation to pay to the MindMaze IP Purchase Price of $21 million on or prior to May 31, 2024. If the Post-Combination Company does not pay the MindMaze IP Purchase Price by May 31, 2024, then MindMaze will have the right to terminate the Patent Purchase Agreement and require Genesis SPAC to return the Contributed Assets to MindMaze, in addition to any other remedies available to MindMaze under law, in equity or otherwise, making it impossible for us to commercialize the Contributed Assets.

We will require additional capital after the closing of the Business Combination, which may not be available or may only be available on unfavorable terms. We may also encounter difficulty in obtaining funds to meet our commitments.

Under the Agreement, Genesis SPAC will assume and agree to perform and discharge all of Genesis Sponsor’s obligations under the Patent Purchase Agreement, including the obligation to pay to the MindMaze IP Purchase Price on or prior to May 31, 2024.

We will be required to obtain financing to meet this and other financial obligations. Any sources of capital, if available at all, may be on terms that are unfavorable to us. Our access to additional sources of capital will depend on a variety of factors, such as market conditions, the general availability of credit, the availability of credit to the industries in which we operate, our results of operations, financial condition, credit ratings and credit capacity, as well as pending patent applications.

Our inability to obtain adequate capital when needed could have a negative impact on our ability to invest in, or take advantage of opportunities to expand our businesses, such as possible acquisitions or the creation of new ventures and inhibit our ability to obtain financing on terms acceptable to us. Any of these effects could have a material adverse effect on our results of operations and financial condition. Genesis SPAC and Genesis Sponsor expect that the post-closing financing will be raised by the sale, transfer or assignment, in accordance with applicable securities laws, of a portion of Genesis Sponsor’s Class A ordinary shares in the Post-Combination Company and a loan of the proceeds from such sale, transfer or assignment to Genesis SPAC. Genesis SPAC expects that such a transaction would have little or no impact on the public shareholders.

Our limited operating history may make it difficult for you to evaluate the success of our business to date and to assess our future viability.

We are an early-stage company. Our operations to date have been limited to organizing and staffing our company, acquiring rights to intellectual property, business planning, raising capital and engaging in activities to prepare for the commercialization of the Contributed Assets. Although we are preparing for the commercialization of Contributed Assets, we have no history of commercializing products, are still in the process of preparing for the commercialization of Contributed Assets and, to date, have not generated any revenues. Consequently, any predictions you make about our future success or viability may not be as accurate as they could be if we had a longer operating history.

In addition, as a new business, we may encounter unforeseen expenses, difficulties, complications, delays and other known and unknown factors. We are in the early stages of the process of transitioning from a company whose purpose is effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, to a company capable of supporting commercial activities. We may not be successful in such a transition.

We expect our financial condition and operating results to fluctuate significantly from quarter-to-quarter and year-to-year due to a variety of factors, many of which are beyond our control. Accordingly, you should not rely upon the results of any quarterly or annual periods as indications of future operating performance.

We expect to face substantial competition, which may result in others discovering, developing or commercializing products before or more successfully than we do. Our competitors may range from small startups to companies such as Alphabet, Meta, Samsung, and others, many of which will have significantly greater financial resources.

The development and commercialization of mask technology is highly competitive. We expect to face competition with respect to the Contributed Assets and will face competition with respect to any other product candidates that we may seek to develop or commercialize in the future, from small start-ups to companies such as Alphabet, Meta, Samsung, and others, many of which will have significantly greater financial resources than we do. Potential competitors also include academic institutions, government agencies and other public and private research organizations that conduct research, seek patent protection and establish collaborative arrangements for research, development, manufacturing and commercialization.

Our product and our product candidates will target markets that are already served by a variety of competing products. Many of these existing products have achieved widespread acceptance in the marketplace.

Our commercial opportunity could be reduced or eliminated if our competitors develop and commercialize products that are more effective, are more convenient or are less expensive than our products. Our competitors may also establish a strong market position before we are able to enter the market.

Many of the companies against which we expect to compete have significantly greater financial resources and expertise in research and development, manufacturing, testing, and marketing products than we do. Mergers and acquisitions in the industry may result in even more resources being concentrated among a smaller number of our competitors. Smaller and other early stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies. These third parties may compete with us in recruiting and retaining qualified personnel, as well as in acquiring technologies complementary to, or necessary for, our programs.

We may enter into collaborations with third parties for the development or commercialization of our product candidates. If our collaborations are not successful, we may not be able to capitalize on the market potential of these product candidates.

We expect to utilize a variety of types of collaboration, distribution and other marketing arrangements with third parties to develop and commercialize the Contributed Assets or any of our product candidates. We also may seek third-party collaborators for development and commercialization of other product candidates. We are not currently party to any such arrangement. However, if we do enter into any such arrangements with any third parties in the future, we will likely have limited control over the amount and timing of resources that our collaborators dedicate to the development or commercialization of our product candidates. Our ability to generate revenues from these arrangements will depend on our collaborators’ abilities and efforts to successfully perform the functions assigned to them in these arrangements.

Collaborations that we enter into may pose a number of risks, including the following:

•        collaborators have significant discretion in determining the amount and timing of efforts and resources that they will apply to these collaborations;

•        collaborators may not perform their obligations as expected;

•        collaborators may not pursue development of our product candidates or may elect not to continue or renew development programs based on results of product trials or other studies, changes in the collaborators’ strategic focus or available funding, or external factors, such as an acquisition, that divert resources or create competing priorities;

•        collaborators may not pursue commercialization of our product candidates or may elect not to continue or renew commercialization programs based on changes in the collaborators’ strategic focus or available funding, or external factors, such as an acquisition, that divert resources or create competing priorities;

•        collaborators may delay product trials, provide insufficient funding for a trial program, stop a product trial or abandon a product candidate, repeat or conduct new product trials or require a new formulation of a product candidate for testing;

•        collaborators could independently develop, or develop with third parties, products that compete directly or indirectly with our products or product candidates if the collaborators believe that competitive products are more likely to be successfully developed or can be commercialized under terms that are more economically attractive than ours;

•        product candidates discovered in collaboration with us may be viewed by our collaborators as competitive with their own product candidates or products, which may cause collaborators to cease to devote resources to the commercialization of our product candidates;

•        disagreements with collaborators, including disagreements over proprietary rights, contract interpretation or the preferred course of development, might cause delays or termination of the research, development or commercialization of product candidates, might lead to additional responsibilities for us with respect to product candidates, or might result in litigation or arbitration, any of which would divert management attention and resources, be time-consuming and expensive;

•        collaborators may not properly maintain or defend our intellectual property rights or may use our proprietary information in such a way as to invite litigation that could jeopardize or invalidate our intellectual property or proprietary information or expose us to potential litigation;

•        collaborators may infringe the intellectual property rights of third parties, which may expose us to litigation and potential liability; and

•        collaborations may be terminated for the convenience of the collaborator and, if terminated, we could be required to raise additional capital to pursue further development or commercialization of the applicable product candidates.

Collaboration agreements may not lead to development or commercialization of product candidates in the most efficient manner, or at all. If any collaborations that we enter into do not result in the successful development and commercialization of products or if one of our collaborators terminates its agreement with us, we may not receive any future research funding or milestone or royalty payments under the collaboration. If we do not receive the funding we expect under these agreements, our development of our product candidates could be delayed and we may need additional resources to develop our product candidates. All of the risks relating to product development and commercialization described herein also apply to the activities of our collaborators.

Additionally, subject to its contractual obligations to us, if a collaborator of ours were to be involved in a business combination, it might de-emphasize or terminate the development or commercialization of any product candidate licensed to it by us. If one of our collaborators terminates its agreement with us, we may find it more difficult to attract new collaborators and our perception in the business and financial communities could be harmed.

If we are not able to establish collaborations, we may have to alter our development and commercialization plans and our business could be adversely affected.

For some of our product candidates, we may decide to collaborate with other companies for the development of our product candidates and the commercialization of our products or the potential commercialization of our product candidates. We expect to face significant competition in seeking appropriate collaborators. Whether we reach a definitive agreement for a collaboration will depend, among other things, upon our assessment of the collaborator’s resources and expertise, the terms and conditions of the proposed collaboration and the proposed collaborator’s evaluation of a number of factors. Those factors may include the design or results of product trials, the potential market for the subject product candidate, the costs and complexities of manufacturing and delivering such product candidate to consumers, the potential of competing products, the existence of uncertainty with respect to our ownership of technology, which can exist if there is a challenge to such ownership without regard to the merits of

the challenge, and industry and market conditions generally. The collaborator may also consider alternative product candidates or technologies that may be available to collaborate on and whether such a collaboration could be more attractive than the one with us for our product or product candidate. We may also be restricted under future license agreements from entering into agreements on certain terms with potential collaborators. Collaborations are complex and time-consuming to negotiate and document. In addition, business combinations among potential collaborators would result in a reduced number of potential future collaborators.

If we are unable to reach agreements with suitable collaborators on a timely basis, on acceptable terms, or at all, we may have to curtail the development of a product candidate, reduce or delay its development program or one or more of our other development programs, delay the commercialization of a product or a product candidate or reduce the scope of any sales or marketing activities, or increase our expenditures and undertake development or commercialization activities at our own expense. If we elect to fund and undertake development or commercialization activities on our own, we may need to obtain additional expertise and additional capital, which may not be available to us on acceptable terms or at all. If we fail to enter into collaborations and do not have sufficient funds or expertise to undertake the necessary development and commercialization activities, we may not be able to further develop our product candidates or bring them to market or continue to develop our product platform.

Risks Related to Our Intellectual Property

We may be unable to obtain and maintain patent protection for our technology, products and product candidates, or the scope of the patent protection obtained may not be sufficiently broad or enforceable, such that our competitors could develop and commercialize technology, products and product candidates similar or identical to ours, and our ability to successfully commercialize our technology, products and product candidates may be impaired.

Our success depends in large part on our ability to obtain and maintain patent protection in the United States and other countries with respect to our proprietary technology, products and product candidates. The Contributed Assets include seven issued patents and three pending patent applications relating to mask technology and uses thereof.

The patent prosecution process is expensive and time-consuming, and we may not have filed, maintained, or prosecuted and may not be able to file, maintain and prosecute all necessary or desirable patents or patent applications at a reasonable cost or in a timely manner. We may also fail to identify patentable aspects of our research and development output before it is too late to obtain patent protection.

The patent position of neurotechnology companies generally is highly uncertain, involves complex legal and factual questions and has in recent years been the subject of much litigation. As a result, the issuance, scope, validity, enforceability and commercial value of our patent rights are highly uncertain. Our pending and future patent applications may fail to result in issued patents in the United States or in other foreign countries which protect our technology, products or product candidates, or which effectively prevent others from commercializing competitive technologies and products. In addition, the laws of foreign countries may not protect our rights to the same extent as the laws of the United States, and the standards applied by the U.S. Patent and Trademark Office and foreign patent offices in granting patents are not always applied uniformly or predictably. Publications of discoveries in the scientific literature often lag behind the actual discoveries, and patent applications in the United States and other jurisdictions are typically not published until 18 months after filing, or in some cases not at all. Therefore, we cannot be certain whether we or the prior owners of Contributed Assets were the first to make the inventions claimed in our owned patents or pending patent applications, or that we or the prior owners of Contributed Assets were the first to file for patent protection of such inventions. Databases for patents and publications, and methods for searching them, are inherently limited so we may not know the full scope of all issued and pending patent applications. As a result, the issuance, scope, validity, enforceability, and commercial value of our patent rights are uncertain. Our pending and future patent applications may not result in patents being issued which protect our technology, products or product candidates, in whole or in part, or which effectively prevent others from commercializing competitive technologies, products and product candidates. In particular, during prosecution of any patent application, the issuance of any patents based on the application may depend upon our ability to generate additional data that support the patentability of our proposed claims. We may not be able to generate sufficient additional data on a timely basis, or at all. Moreover, changes in either the patent laws or interpretation of the patent laws in the United States and other countries may diminish the value of our patents or narrow the scope of our patent protection.

Even if our owned patent applications issue as patents, they may not issue in a form that will provide us with any meaningful protection for our proprietary technology, products and product candidates, prevent competitors from competing with us, or otherwise provide us with any competitive advantage. Our competitors may be able to circumvent our owned patents by developing similar or alternative technologies, products or product candidates in a non-infringing manner.

The issuance of a patent is not conclusive as to its inventorship, ownership, scope, validity, or enforceability, and our owned patents may be challenged in the courts or patent offices in the United States and abroad. Such challenges may result in loss of exclusivity or in patent claims being narrowed, invalidated or held unenforceable, in whole or in part, which could limit our ability to stop others from using or commercializing similar or identical technology, products or product candidates, or limit the duration of the patent protection of our technology, products and product candidates. Given the amount of time required for the development, testing, and regulatory review of new product candidates, patents protecting such candidates might expire before or shortly after such candidates are commercialized. As a result, our patent portfolio may not provide us with sufficient rights to exclude others from commercializing products similar or identical to ours.

Changes either in patent laws or in interpretations of patent laws in the United States and other countries may diminish the value of our intellectual property rights. Depending on the decisions and actions taken by the US Congress, the federal courts, and the US Patent and Trademark Office, the laws and regulations governing patents could change in unpredictable ways that would weaken our ability to obtain new patents or to enforce our existing patents and patents that we might obtain in the future.

Recent patent reform legislation could increase the uncertainties and costs surrounding the prosecution of our patent applications and the enforcement or defense of our issued patents.

On September 16, 2011, Leahy-Smith America Invents Act, or the Leahy-Smith Act, was signed into law. The Leahy-Smith Act includes a number of significant changes to United States patent law. These include provisions that affect the way patent applications are prosecuted and may also affect patent litigation. The United States Patent Office recently developed new regulations and procedures to govern administration of the Leahy-Smith Act, and many of the substantive changes to patent law associated with the Leahy-Smith Act, and in particular, the first to file provisions, only became effective on March 16, 2013. The first to file provisions limit the rights of an inventor to patent an invention if not the first to file an application for patenting that invention, even if such invention was the first invention. Accordingly, it is not clear what, if any, impact the Leahy-Smith Act will have on the operation of our business. However, the Leahy-Smith Act and its implementation could increase the uncertainties and costs surrounding the prosecution of our patent applications and the enforcement or defense of our issued patents, which could have a material adverse effect on our business, financial condition, results of operations and prospects. For example, the Leahy-Smith Act provides a new administrative tribunal known as the Patent Trial and Appeals Board, or PTAB, that provides a venue for companies to challenge the validity of competitor patents at a cost that is much lower than district court litigation and on timelines that are much faster. Although it is not clear what, if any, long term impact the PTAB proceedings will have on the operation of our business, the initial results of patent challenge proceedings before the PTAB since its inception in 2013 have resulted in the invalidation of many U.S. patent claims. The availability of the PTAB as a lower-cost, faster and potentially more potent tribunal for challenging patents could therefore increase the likelihood that our own patents will be challenged, thereby increasing the uncertainties and costs of maintaining, defending and enforcing them.

We may become involved in lawsuits to protect or enforce our patents or other intellectual property, which could be expensive, time-consuming and unsuccessful.

Competitors and other third parties may infringe, misappropriate or otherwise violate our owned and licensed patents, trade secrets, or other intellectual property. As a result, to counter infringement, misappropriation or unauthorized use, we may be required to file infringement or misappropriation claims or other intellectual property related proceedings, which can be expensive and time-consuming. Any claims we assert against perceived infringers could provoke these parties to assert counterclaims against us alleging that we infringe their patents or that our asserted patents are invalid. In addition, in a patent infringement or other intellectual property related proceeding, a court may decide that a patent of ours is invalid or unenforceable, in whole or in part, construe the patent’s claims narrowly or refuse to stop the other party from using the technology at issue on the grounds that our patents do not cover the technology in question. An adverse result in any litigation proceeding could put one or more of our patents

at risk of being invalidated, held unenforceable or interpreted narrowly, and could put any of our patent applications at risk of not yielding an issued patent. Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential information or trade secrets could be compromised by disclosure during this type of litigation.

We may be subject to a third-party preissuance submission of prior art to the U.S. Patent and Trademark Office, or become involved in other contested proceedings such as opposition, derivation, reexamination, inter partes review, post-grant review, or interference proceedings in the United States or elsewhere, challenging our patent rights or the patent rights of others. An adverse determination in any such submission, proceeding or litigation could reduce the scope of, or invalidate, our patent rights, allow third parties to commercialize our technology or product candidates and compete directly with us, without payment to us, or result in our inability to manufacture or commercialize products without infringing third-party patent rights. In addition, if the breadth or strength of protection provided by our patents and patent applications is threatened, it could dissuade companies from collaborating with us to license, develop or commercialize current or future product candidates.

Third parties may initiate legal proceedings alleging that we are infringing, misappropriating or otherwise violating their intellectual property rights, the outcome of which would be uncertain and could have a material adverse effect on the success of our business.

Our commercial success depends upon our ability to commercialize the Contributed Assets, and use our proprietary technologies without infringing, misappropriating or otherwise violating the intellectual property and other proprietary rights of third parties. There is a considerable amount of intellectual property litigation in the industries in which we will compete. We may become party to, or threatened with, infringement litigation claims regarding our products, product candidates and technology, including claims from competitors or from non-practicing entities that have no relevant product revenue and against whom our own patent portfolio may have no deterrent effect. Moreover, we may become party to future adversarial proceedings or litigation regarding our patent portfolio or the patents of third parties. Such proceedings could also include contested post-grant proceedings such as oppositions, inter partes review, reexamination, interference, or derivation proceedings before the U.S. Patent and Trademark Office or foreign patent offices.

The legal threshold for initiating litigation or contested proceedings is low, so that even lawsuits or proceedings with a low probability of success might be initiated and require significant resources to defend. Litigation and contested proceedings can also be expensive and time-consuming, and our adversaries in these proceedings may have the ability to dedicate substantially greater resources to prosecuting these legal actions than we can. The risks of being involved in such litigation and proceedings may increase as our product candidates near commercialization and as we gain the greater visibility associated with being an operating public company. Third parties may assert infringement claims against us based on existing patents or patents that may be granted in the future. We may not be aware of all such intellectual property rights potentially relating to our products or product candidates and their uses. Thus, we do not know with certainty that the Contributed Assets or any of our product candidates, or our development and commercialization thereof, do not and will not infringe or otherwise violate any third party’s intellectual property.

If we are found to infringe, misappropriate or otherwise violate a third party’s intellectual property rights, we could be required to obtain a license from such third party to continue developing and marketing our products, product candidates and technology. However, we may not be able to obtain any required license on commercially reasonable terms or at all. Even if we were able to obtain a license, it could be non-exclusive, thereby giving our competitors access to the same technologies licensed to us and could require us to make substantial licensing and royalty payments. We could be forced, including by court order, to cease commercializing the infringing technology, products or product candidates. In addition, we could be found liable for monetary damages, including treble damages and attorneys’ fees if we are found to have willfully infringed a patent and could be forced to indemnify our customers or collaborators. A finding of infringement could also result in an injunction that prevents us from commercializing our products or product candidates or forces us to cease some of our business operations, which could materially harm our business. In addition, we may be forced to redesign our product candidates, seek new regulatory approvals and indemnify third parties pursuant to contractual agreements. Claims that we have misappropriated the confidential information or trade secrets of third parties could have a similar negative impact on our business.

Obtaining and maintaining patent protection depends on compliance with various procedural, document submission, fee payment and other requirements imposed by governmental patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements.

Periodic maintenance, renewal and annuity fees on any issued patent must be paid to the U.S. Patent and Trademark Office and foreign patent agencies in several stages or annually over the lifetime of our owned and licensed patents and patent applications. The U.S. Patent and Trademark Office and various foreign governmental patent agencies require compliance with a number of procedural, documentary, fee payment and other similar provisions during the patent application process. In certain circumstances, we may rely on licensing partners to pay these fees to, or comply with the procedural and documentary rules of, the relevant patent agency. While an inadvertent lapse can in many cases be cured by payment of a late fee or by other means in accordance with the applicable rules, there are situations in which noncompliance can result in abandonment or lapse of the patent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction. Non-compliance events that could result in abandonment or lapse of a patent or patent application include failure to respond to official actions within prescribed time limits, non-payment of fees and failure to properly legalize and submit formal documents. If we or our licensors fail to maintain the patents and patent applications covering our product candidates, it would have a material adverse effect on our business.

Some intellectual property which we own may have been discovered through government funded programs and thus may be subject to federal regulations such as “march-in” rights, certain reporting requirements, and a preference for United States industry. Compliance with such regulations may limit our exclusive rights, subject us to expenditure of resources with respect to reporting requirements, and limit our ability to contract with non-U.S. manufacturers.

Some of the intellectual property rights we own may have been generated through the use of United States government funding and may therefore be subject to certain federal regulations. As a result, the United States government may have certain rights to intellectual property embodied in our future products and product candidates. These United States government rights in certain inventions developed under a government-funded program include a non-exclusive, non-transferable, irrevocable worldwide license to use inventions for any governmental purpose. In addition, the United States government has the right to require us to grant exclusive, partially exclusive, or non-exclusive licenses to any of these inventions to a third party if it determines that: (i) adequate steps have not been taken to commercialize the invention; (ii) government action is necessary to meet public health or safety needs; or (iii) government action is necessary to meet requirements for public use under federal regulations (also referred to as “march-in rights”). The United States government also has the right to take title to these inventions if we fail to disclose the invention to the government and fail to file an application to register the intellectual property within specified time limits. In addition, the United States government may acquire title to these inventions in any country in which a patent application is not filed within specified time limits. Intellectual property generated under a government funded program is also subject to certain reporting requirements, compliance with which may require us to expend substantial resources. In addition, the United States government requires that any products embodying the subject invention or produced through the use of the subject invention be manufactured substantially in the United States. The manufacturing preference requirement can be waived if the owner of the intellectual property can show that reasonable but unsuccessful efforts have been made to grant licenses on similar terms to potential licensees that would be likely to manufacture substantially in the United States or that under the circumstances domestic manufacture is not commercially feasible. This preference for United States manufacturers may limit our ability to contract with non-U.S. product manufacturers for products covered by such intellectual property. Any exercise by the government of any of the foregoing rights could harm our competitive position, business, financial condition, results of operations and prospects.

We may not be able to protect our intellectual property and proprietary rights throughout the world.

Filing, prosecuting, and defending patents on product candidates in all countries throughout the world would be prohibitively expensive, and the laws of foreign countries may not protect our rights to the same extent as the laws of the United States. Consequently, we may not be able to prevent third parties from practicing our inventions in all countries outside the United States, or from selling or importing products made using our inventions in and into the United States or other jurisdictions. Competitors may use our technologies in jurisdictions where we have not obtained patent protection to develop their own products and, further, may export otherwise infringing products to territories where we have patent protection or licenses but enforcement is not as strong as that in the United States. These products may compete with our products, and our patents or other intellectual property rights may not be effective or sufficient to prevent them from competing.

Many companies have encountered significant problems in protecting and defending intellectual property rights in foreign jurisdictions. The legal systems of certain countries, particularly certain developing countries, do not favor the enforcement of patents, trade secrets, and other intellectual property protection, particularly those relating to biotechnology products, which could make it difficult for us to stop the infringement of our patents or marketing of competing products in violation of our intellectual property and proprietary rights generally. Proceedings to enforce our intellectual property and proprietary rights in foreign jurisdictions could result in substantial costs and divert our efforts and attention from other aspects of our business, could put our patents at risk of being invalidated or interpreted narrowly, could put our patent applications at risk of not issuing, and could provoke third parties to assert claims against us. We may not prevail in any lawsuits that we initiate, and the damages or other remedies awarded, if any, may not be commercially meaningful. Accordingly, our efforts to enforce our intellectual property and proprietary rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that we develop or license.

Many countries have compulsory licensing laws under which a patent owner may be compelled to grant licenses to third parties. In addition, many countries limit the enforceability of patents against government agencies or government contractors. In these countries, the patent owner may have limited remedies, which could materially diminish the value of such patent. If we or any of our licensors is forced to grant a license to third parties with respect to any patents relevant to our business, our competitive position may be impaired, and our business, financial condition, results of operations, and prospects may be adversely affected.

We may be subject to claims by third parties asserting that we or our employees have misappropriated their intellectual property, or claiming ownership of what we regard as our own intellectual property.

In executing our strategy, we may employ individuals who were previously employed at other biotechnology companies, including our competitors or potential competitors. Although we intend to try to ensure that any employees and contractors do not use the proprietary information or know-how of others in their work for us, we may be subject to claims that these individuals or we have used or disclosed intellectual property, including trade secrets or other proprietary information, of any such employee’s former employer. Litigation may be necessary to defend against these claims.

If we fail in prosecuting or defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel which could have a material adverse effect on our competitive business position and prospects. Such intellectual property rights could be awarded to a third party, and we could be required to obtain a license from such third party to commercialize our technology or products, which may not be available on commercially reasonable terms or at all. Even if we are successful in prosecuting or defending against such claims, litigation could result in substantial costs and be a distraction to management.

Intellectual property litigation or other legal proceedings relating to intellectual property could cause us to spend substantial resources and distract our personnel from their normal responsibilities.

Even if resolved in our favor, litigation or other legal proceedings relating to intellectual property claims may cause us to incur significant expenses, and could distract our management personnel from their normal responsibilities. In addition, there could be public announcements of the results of hearings, motions or other interim proceedings or developments and if securities analysts or investors perceive these results to be negative, it could have a substantial adverse effect on the price of our ordinary shares. Such litigation or proceedings could substantially increase our operating losses and reduce the resources available for development activities or any future sales, marketing or distribution activities. We may not have sufficient financial or other resources to conduct such litigation or proceedings adequately. Some of our competitors may be able to sustain the costs of such litigation or proceedings more effectively than we can because of their greater financial resources and may also have an advantage in such proceedings due to their more mature and developed intellectual property portfolios. Uncertainties resulting from the initiation and continuation of patent litigation or other proceedings could have an adverse effect on our ability to compete in the marketplace.

Third parties may misappropriate our proprietary data, information, or trade secrets despite a contractual obligation not to do so.

Third parties (including collaborators, joint venture partners, and other contractors) may often have custody or control of our intellectual property. If our proprietary intellectual property were stolen, misappropriated or reverse engineered, they could be used by other parties who may be able to use our intellectual property for their own commercial gain.

It is difficult to prevent misappropriation and subsequent reverse engineering. In the event that any of our proprietary intellectual property is misappropriated, it could be difficult for us to challenge the misappropriation and prevent reverse engineering, especially in countries with limited legal and intellectual property protection.

Confidentiality agreements with employees and third parties may not prevent unauthorized disclosure of proprietary information and trade secrets.

In addition to patents, we expect to rely on confidentiality agreements to protect our intellectual property and other proprietary information. We expect to use confidentiality agreements, for example, when we talk to potential collaborators or strategic partners. In addition, we may hire employees who sign confidentiality agreements upon joining our company. Nevertheless, there can be no guarantee that an employee or an outside party will not make an unauthorized disclosure or use of our proprietary confidential information. This might happen intentionally or inadvertently. It is possible that a competitor will make use of such information, and that our competitive position will be compromised, in spite of any legal action we might take against persons making such unauthorized disclosures.

We may also keep as trade secrets certain technical and proprietary information where we do not believe patent protection is appropriate or obtainable. However, trade secrets are difficult to protect. Although we intend to use reasonable efforts to protect our trade secrets, any employees, consultants, contractors, outside collaborators and other advisors may unintentionally or willfully disclose our trade secrets to competitors or otherwise use misappropriated trade secrets to compete with us. It can be expensive and time consuming to enforce a claim that a third party illegally obtained and is using our trade secrets. Furthermore, the outcome of such claims is unpredictable. In addition, courts outside the United States may be less willing to or may not protect trade secrets. Moreover, our competitors may independently develop equivalent knowledge, methods and know-how without misappropriating or otherwise violating our trade secret rights. Where a third party independently develops equivalent knowledge, methods and know-how without misappropriating or otherwise violating our trade secret rights, they may be able to seek patent protection for such equivalent knowledge, methods and know-how. This could prohibit us from practicing our trade secrets.

The loss of any of Genesis SPAC’s management team, an inability to execute an effective succession plan, or an inability to attract and retain qualified personnel could adversely affect operations, strategy and business.

Genesis SPAC’s operations, strategy and business will depend to a significant degree on the skills and services of the current management, including the current Chief Executive Officer and Chief Strategy Officer and President, who will both continue in such positions after the Business Combination.

At present, our management team is small, and we may need to grow the management in order to alleviate pressure on our existing management team and in order to continue to develop our business and execute on any future opportunities. If our management, including any new hires that we may make, fails to work together effectively or to execute our plans and strategies on a timely basis, our business could be harmed. Furthermore, if we fail to execute an effective contingency or succession plan with the loss of any member of management, the loss of such management personnel may significantly disrupt its business.

The loss of key members of management could inhibit our business. Our future success also depends in large part on its ability to attract, retain and motivate key management and operating personnel. As we develop and expand our operations, we may require personnel with different skills and experiences, and who have a sound understanding of the business and the industry. The market for highly qualified personnel in this industry is very competitive, and we may be unable to attract and retain such personnel. If we are unable to attract and retain such personnel, our business could be harmed.

During the pendency of the Business Combination, Genesis SPAC will not be able to enter into a business combination with another party because of restrictions in the Agreement.

While the Agreement is in effect, neither Genesis SPAC nor Genesis Sponsor may solicit, assist, facilitate the making, submission or announcement of, or intentionally encourage any alternative acquisition proposal, such as a merger, material sale of assets or equity interests or other business combination, with any third party, even though any such alternative acquisition could be favorable to Genesis SPAC’s shareholders than the Business Combination. In addition, if the Business Combination is not completed, these provisions will make it more difficult to complete an alternative business combination following the termination of the Agreement due to the passage of time during which these provisions have remained in effect.

Genesis SPAC may not be able to establish the strategic partnerships necessary to develop, market and monetize the Contributed Assets.

A key part of Genesis SPAC’s business plan is to establish relationships with strategic partners. Genesis SPAC must successfully contract with third parties to commercialize the Contributed Assets. Genesis SPAC has not yet established any such strategic partnerships.

Similarly, potential partners may be discouraged by Genesis SPAC’s limited operating history. There is no assurance that Genesis SPAC will be able to negotiate commercially acceptable licensing or other agreements for the future exploitation of its products. If Genesis SPAC is unable to successfully contract for these services, or if arrangements for these services are terminated, it may have to delay its commercialization program which will adversely affect its ability to generate operating revenues.

Genesis SPAC’s commercial opportunity will be reduced or eliminated if competitors develop and market products that are more effective, or are less expensive than ours.

The industries in which Genesis SPAC will compete are highly competitive. A number of other companies have products or candidates in various stages of development that are intended for the same purposes for which the Contributed Assets are being developed. Some of these potential competing assets are further advanced in development than the Contributed Assets and may be commercialized sooner. Even if Genesis SPAC is successful in commercializing the Contributed Assets, its products may not compete successfully with products produced by its competitors.

We expect to face competition with respect to the Contributed Assets and will face competition with respect to any other product candidates that we may seek to develop or commercialize in the future, from small start-ups to companies such as Alphabet, Meta, Samsung, and others, many of which will have significantly greater financial resources than we do. Potential competitors also include academic institutions, government agencies and other public and private research organizations that conduct research, seek patent protection and establish collaborative arrangements for research, development, manufacturing and commercialization. In addition, companies active in different but related fields represent substantial competition for Genesis SPAC. Many of Genesis SPAC’s competitors with respect to the Contributed Assets have significantly greater capital resources, larger research and development staffs and facilities and greater experience in this field than Genesis SPAC. These organizations may also compete with Genesis SPAC and its service providers, to recruit qualified personnel, and with it to attract partners for joint ventures and to license technologies that are competitive with it. As a result, Genesis SPAC’s competitors may be able to more easily develop products that would render the Contributed Assets obsolete or non-competitive.

Risks Related to Genesis SPAC and the Business Combination

Genesis Sponsor has agreed to vote in favor of the Business Combination Proposal, regardless of how the Genesis SPAC Public Shareholders vote, and has agreed not to redeem its Genesis SPAC Ordinary Shares in connection with the Business Combination.

Unlike many other blank check companies, whose initial shareholders agree to vote their shares of common stock of the blank check company in accordance with the majority of the votes cast by holders of public shares in connection with an initial business combination, Genesis Sponsor has agreed to vote its Genesis SPAC Ordinary Shares in favor of the Business Combination Proposal and any other proposals at the Shareholder Extraordinary General Meeting included in this proxy statement, and against any alternative business combination. Currently, Genesis Sponsor owns approximately 91.3% of the issued and outstanding Genesis SPAC Ordinary Shares. Accordingly, it is more likely that the necessary shareholder approval will be received for the Business Combination Proposal than would be the case if Genesis Sponsor agreed to vote any Genesis SPAC Ordinary Shares owned by them in accordance with the majority of the votes cast by Genesis SPAC Public Shareholders.

In addition, Genesis Sponsor has agreed not to redeem its Genesis SPAC Ordinary Shares in connection with the Business Combination.

Genesis Sponsor will receive 221,875,000 Class A ordinary shares of Genesis SPAC and their private warrants will be cancelled, whereas the Genesis SPAC Public Warrants will remain outstanding and exercisable according to the terms upon which they were originally issued at the Genesis SPAC IPO.

If the Business Combination is approved by the Genesis SPAC stockholders, it is intended that, pursuant to the Warrant Exchange Agreement, 8,875,000 private placement warrants will be cancelled in full and, in consideration therefor, Genesis SPAC will issue an aggregate 221,875,000 Class A ordinary shares to Genesis Sponsor on a

private placement basis. This will have an immediate and substantial dilutive effect to the Genesis SPAC Public Shareholders. In addition, Genesis SPAC Public Warrants will remain outstanding and exercisable according to the terms upon which they were originally issued at the Genesis SPAC IPO.

As of March 18, 2024, Genesis SPAC Public Shareholders own 81,520 shares, or 1.3% of the outstanding Genesis SPAC Ordinary Shares. Assuming full exercise of the outstanding Genesis SPAC Public Warrants, including those retained by redeeming shareholders, Genesis SPAC Public Shareholders will own approximately 12,650,000 shares, or approximately 5.3%, of the outstanding shares of the Post-Combination Company, and Genesis Sponsor would own 227,725,625 or approximately 94.5%, of the Post-Combination Company. Accordingly, based on the closing price of Genesis SPAC’s ordinary shares of $12.00 on the OTC as of March 18, 2024, Genesis Sponsor and its affiliates’ total potential ownership interest in the combined company would be $2,732,707,500.

Because the Post-Combination Company will become a publicly held company by virtue of the Business Combination as opposed to an underwritten initial public offering (which uses the services of one or more underwriters), less due diligence on the Contributed Assets and Obligations may have been conducted as compared to an underwritten initial public offering.

The Post-Combination Company will be a publicly held company upon the completion of the Business Combination. The Business Combination differs from an underwritten initial public offering. In a traditional underwritten initial public offering, underwriters typically conduct a certain amount of due diligence on the company being taken public in order to establish a due diligence defense against liability claims under federal securities laws. Because the Post-Combination Company will be a publicly held company by virtue of the Business Combination, an underwriter has not been engaged. However, the Genesis SPAC Board and Genesis SPAC’s officers, as well as private investors, conducted due diligence on the Contributed Assets and Obligations. This due diligence, however, may be different than the due diligence undertaken by an underwriter in a traditional initial public offering. Genesis Sponsor may have an inherent conflict of interest because its Genesis SPAC Ordinary Shares and Genesis SPAC Private Placement Warrants will be worthless if a business combination is not completed prior to December 13, 2024 (which deadline has been extended by Genesis SPAC from December 13, 2022), unless Genesis SPAC amends the Genesis SPAC Articles (which requires the affirmative vote of at least a two-thirds majority of the votes cast by the holders of the issued and outstanding Genesis SPAC Ordinary Shares, present in person or represented by proxy and entitled to vote thereon at an extraordinary general meeting, or by unanimous written resolutions). Therefore, there could be a heightened risk of an incorrect valuation of the Contributed Assets and Obligations, which could cause potential harm to investors.

Genesis Sponsor and certain of Genesis SPAC’s current officers and directors have interests in the Business Combination that are different from or are in addition to (and which may conflict with) other shareholders in recommending approving the Business Combination Proposal, and the other proposals described in this proxy statement. Such conflicts of interests include that Genesis Sponsor and Genesis SPAC’s officers and directors will lose their entire investment in Genesis SPAC if the Business Combination is not completed.

When considering the Genesis SPAC Board’s recommendation to vote in favor of approving the Business Combination Proposal and the other proposals described in this proxy statement, Genesis SPAC’s shareholders should keep in mind that Genesis Sponsor and Genesis SPAC’s directors and officers have interests in such proposals that may be different from, or in addition to (and which may conflict with), the interests of Genesis SPAC shareholders generally. Please see the section titled “The Business Combination — Interests of Certain Persons in the Business Combination” for additional information.

Genesis Sponsor and Genesis SPAC’s respective directors or officers or their affiliates may elect to purchase Genesis SPAC Public Shares from Genesis SPAC Public Shareholders, which may influence, as applicable, a vote on the Business Combination Proposal, and the other proposals described in this proxy statement and reduce the public “float” of Genesis SPAC Public Shares.

Genesis Sponsor and its and Genesis SPAC’s respective directors or officers or their affiliates may purchase in privately negotiated transactions or in the open market Genesis SPAC Public Shares from Genesis SPAC Public Shareholders prior to the completion of the Business Combination, although they are under no obligation to do so. Such a purchase that is made prior to the Closing may include a contractual acknowledgement that such shareholder, although still the record holder of, as applicable, Genesis SPAC Public Shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights in connection with the Business Combination. If Genesis Sponsor or its or Genesis SPAC’s directors or officers or their affiliates purchase shares in privately

negotiated transactions from Genesis SPAC Public Shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The purpose of such purchases could be to vote such shares in favor of the Business Combination Proposal and thereby increase the likelihood of obtaining approval of the Business Combination Proposal. This may result in the consummation of the Business Combination that may not otherwise have been possible.

In addition, if such purchases are made, the public “float” of Genesis SPAC Public Shares and the number of beneficial holders of Genesis SPAC securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of such securities on the Nasdaq or another national securities exchange or reducing the liquidity of the trading market for such securities.

The consummation of the Business Combination is subject to a number of conditions and, if those conditions are not satisfied or waived, the Agreement may be terminated in accordance with its terms and the Business Combination may not be completed.

The Agreement is subject to a number of conditions which must be fulfilled in order to complete the Business Combination. These conditions to the Closing may not be fulfilled in a timely manner or at all, and, accordingly, the Business Combination may not be completed. The parties to the Agreement may agree to waive, in whole or in part, one or more of the conditions to their obligations to complete the Business Combination, to the extent permitted by each parties’ organizational documents and applicable laws. However, Genesis SPAC may not waive the condition that its shareholders approve the Business Combination. In addition, Genesis SPAC and Genesis Sponsor can mutually decide to terminate the Agreement at any time, before or after shareholder approval, or either party may elect to terminate the Agreement in certain other circumstances. See “The Business Combination Agreement — Conditions to Closing of the Business Combination” and “The Agreement — Termination.”

The ability to successfully effect the Business Combination and to be successful thereafter will be dependent upon the efforts of key personnel, including Genesis SPAC’s senior management team and other key personnel, whom Genesis SPAC expects to remain in the services of the Post-Combination Company. The loss of key personnel could negatively impact the operations and profitability of the Post-Combination Company and its financial condition could suffer as a result.

Genesis SPAC’s ability to successfully consummate the Business Combination is dependent upon the efforts of Genesis SPAC’s key personnel. The Post-Combination Company’s success depends to a significant degree upon the continued contributions of senior management, certain of whom would be difficult to replace. The services of such personnel may not continue to be available to the Post-Combination Company. Departure by certain of Genesis SPAC’s officers and other key employees could have a material and adverse effect on the Post-Combination Company’s business, financial condition or operating results.

Genesis SPAC’s officers and directors will allocate their time to other businesses, thereby causing conflicts of interest in their determination as to how much time to devote to Genesis SPAC’s affairs. This conflict of interest could have a negative impact on Genesis SPAC’s ability to complete the Business Combination.

Genesis SPAC’s officers and directors are not required to, and will not, commit their full time to Genesis SPAC’s affairs, which may result in conflict of interest in allocating their time between Genesis SPAC’s operations and the Closing, on the one hand, and their other business endeavors. Each of Genesis SPAC’s officers and directors is engaged in other businesses for which they may be entitled to significant compensation. Furthermore, Genesis SPAC’s officers and directors are not obligated to contribute any specific number of hours per week to Genesis SPAC’s affairs and may also serve as officers or board members for other entities. If Genesis SPAC’s officers’ and directors’ other business affairs require them to devote time to such other affairs, this may have a negative impact on Genesis SPAC’s ability to complete the Business Combination.

Genesis SPAC and Genesis Sponsor expect to incur significant transaction costs in connection with the Business Combination.

Genesis SPAC and Genesis Sponsor have both incurred and expect to incur significant, non-recurring costs in connection with consummating the Business Combination and operating as a public company following the consummation of the Business Combination. Genesis SPAC and Genesis Sponsor may also incur additional costs to retain key employees. The costs and expenses in connection with this Business Combination shall be paid by Genesis SPAC after the Closing. However, if the Closing does not take place, each party shall be responsible for its own expenses.

In addition, any delays in satisfying the conditions to, or completing, the Business Combination could result in increased transaction expenses, which may materially and adversely affect the benefits that Genesis SPAC expects to achieve from the Business Combination.

Shareholder litigation could prevent or delay the Closing or otherwise negatively impact Genesis SPAC’s and Genesis Sponsor’s respective businesses, operating results and financial condition.

Shareholder lawsuits asserting class, derivative and/or individual claims for, among other things, violations of the federal securities laws and/or breaches of fiduciary duty are often brought against public companies that have entered into merger agreements. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on Genesis SPAC’s liquidity and financial condition. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting the completion of the Business Combination, that injunction may delay or prevent the Business Combination from being completed, or from being completed within the expected timeframe, which may adversely affect Genesis SPAC’s and Genesis Sponsor’s respective businesses, financial condition and results of operation.

Genesis SPAC may not have sufficient funds to consummate the Business Combination.

As of March 18, 2024, Genesis SPAC had approximately no money held outside the Trust Account to fund its working capital requirements. If and when Genesis SPAC is required to seek additional capital, it would need to borrow funds from Genesis Sponsor, the Genesis SPAC management team or other third parties to operate or may be forced to liquidate. None of Genesis Sponsor, the Genesis SPAC management team or any of their affiliates is under any obligation to advance funds to Genesis SPAC in such circumstances. Any such advances would be repaid only from funds held outside the Trust Account or from funds released to Genesis SPAC upon completion of the Business Combination. Genesis SPAC does not expect to seek loans from parties other than Genesis Sponsor or an affiliate of Genesis Sponsor as it does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Trust Account. If Genesis SPAC is unable to obtain these loans, Genesis SPAC may be unable to complete the Business Combination.

Genesis SPAC has no operating history and is subject to a mandatory liquidation and subsequent dissolution requirement. As such, there is a risk that Genesis SPAC will be unable to continue as a going concern if Genesis SPAC does not consummate an initial business combination by December 13, 2024 (which deadline has been extended by Genesis SPAC from December 13, 2022). Unless Genesis SPAC amends the Genesis SPAC Articles, if Genesis SPAC is unable to effect an initial business combination by such deadline, it will be forced to liquidate and the Genesis SPAC Warrants will expire worthless.

Genesis SPAC is a blank check company, and as it has no operating history and is subject to a mandatory liquidation and subsequent dissolution requirement, there is a risk that Genesis SPAC will be unable to continue as a going concern if it does not consummate an initial business combination by December 13, 2024 (which deadline has been extended by Genesis SPAC from December 13, 2022). Unless Genesis SPAC amends the Genesis SPAC Articles to extend the life of Genesis SPAC, if Genesis SPAC does not complete an initial business combination by such deadline, Genesis SPAC will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Genesis SPAC Public Shares, at a per-share price, payable in cash equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to Genesis SPAC (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish Genesis SPAC Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of remaining Genesis SPAC shareholders and the Genesis SPAC Board, liquidate and dissolve, subject in each case to Genesis SPAC’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Genesis SPAC Warrants, which will expire worthless if Genesis SPAC fails to complete an initial business combination by the required date. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than $10.20 per share.

If, before distributing the proceeds in the Trust Account to Genesis SPAC Public Shareholders, Genesis SPAC files a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against Genesis SPAC that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of Genesis SPAC Public Shareholders and the per-share amount that would otherwise be received by Genesis SPAC Public Shareholders in connection with its liquidation may be reduced.

If, before distributing the proceeds in the Trust Account to Genesis SPAC Public Shareholders, Genesis SPAC files a bankruptcy petition or an involuntary bankruptcy petition is filed against them that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in Genesis SPAC’s bankruptcy estate and subject to the claims of third parties with priority over the claims of Genesis SPAC’s shareholders. To the extent any bankruptcy claims deplete the Trust Account, the per-share amount that would otherwise be received by Genesis SPAC’s shareholders in connection with its liquidation may be reduced.

Genesis SPAC Shareholders will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. To liquidate its investment, therefore, a Genesis SPAC Public Shareholder may be forced to redeem or sell its Genesis SPAC Public Shares or Genesis SPAC Warrants, potentially at a loss.

Genesis SPAC Public Shareholders will be entitled to receive funds from the Trust Account only upon the earlier to occur of: (i) the completion of the Business Combination, and then only in connection with those shares of the Genesis SPAC Public Shares that such shareholder has properly elected to redeem, subject to the limitations described herein, and (ii) the redemption of the Genesis SPAC Public Shares if Genesis SPAC is unable to complete a business combination by December 13, 2024 (which deadline has been extended by Genesis SPAC from December 13, 2022). In addition, if Genesis SPAC plans to redeem Genesis SPAC Public Shares because it is unable to complete a business combination by December 13, 2024 (which deadline has been extended by Genesis SPAC from December 13, 2022), for any reason, compliance with Cayman Islands law may require that Genesis SPAC submit a plan of dissolution to its then-existing shareholders for approval prior to the distribution of the proceeds held in the Trust Account. In that case, Genesis SPAC Public Shareholders may be forced to wait beyond December 13, 2024 (which deadline has been extended by Genesis SPAC from December 13, 2022), before they receive funds from the Trust Account. In no other circumstances will Genesis SPAC Public Shareholders have any right or interest of any kind in the Trust Account. Accordingly, to liquidate your investment, you may be forced to sell your Genesis SPAC Public Shares or Genesis SPAC Warrants, potentially at a loss.

If Genesis SPAC is unable to complete an initial business combination, Genesis SPAC Public Shareholders may receive only approximately $10.20 per share on the liquidation of the Trust Account (or less than $10.20 per share in certain circumstances where a third party brings a claim against Genesis SPAC that Genesis Sponsor is unable to indemnify), and Genesis SPAC Warrants may expire worthless.

Unless Genesis SPAC amends certain provisions of the Genesis SPAC Articles (which requires the affirmative vote of at least a two-thirds majority of the votes cast by the holders of the issued and outstanding Genesis SPAC Ordinary Shares, present in person or represented by proxy and entitled to vote thereon at an extraordinary general meeting, or by unanimous written resolutions), if Genesis SPAC is unable to complete an initial business combination by December 13, 2024 (which deadline has been extended by Genesis SPAC from December 13, 2022), unless Genesis SPAC amends the Genesis SPAC Articles (which requires the affirmative vote of at least a two-thirds majority of the votes cast by the holders of the issued and outstanding Genesis SPAC Ordinary Shares, present in person or represented by proxy and entitled to vote thereon at an extraordinary general meeting, or by unanimous written resolutions), Genesis SPAC Public Shareholders may receive only approximately $10.20 per share on the liquidation of the Trust Account (or less than $10.20 per share in certain circumstances where a third-party brings a claim against Genesis SPAC that Genesis Sponsor is unable to indemnify (as described herein)) and the Genesis SPAC Warrants will expire worthless.

Even if we consummate the Business Combination, the Genesis SPAC Public Warrants may never be in the money, and they may expire worthless.

The exercise price for Genesis SPAC Public Warrants is US$11.50 per share. There can be no assurance that the Genesis SPAC Public Warrants will be in the money prior to their expiration and, as such, the warrants may expire worthless. The terms of Genesis SPAC Public Warrants may be amended in a manner that may be adverse to the holders. The warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and Genesis SPAC, dated December 8, 2021 (the “Warrant Agreement”) provides that the terms of the warrants may

be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of a majority of the then-outstanding Genesis SPAC Public Warrants to make any change that adversely affects the interests of the registered holders. Accordingly, Genesis SPAC may amend the terms of the warrants in a manner adverse to a holder if holders of at least a majority of the then-outstanding Genesis SPAC Public Warrants approve of such amendment. Our ability to amend the terms of the warrants with the consent of a majority of the then-outstanding Genesis SPAC Public Warrants is unlimited. Examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, shorten the exercise period or decrease the number of Genesis SPAC shares purchasable upon exercise of a warrant.

Genesis SPAC may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

Genesis SPAC has the ability to redeem outstanding warrants (excluding any Genesis SPAC Private Placement Warrants held by our Sponsor or its permitted transferees) at any time after they become exercisable and prior to their expiration, at US$0.01 per warrant, provided that the last reported sales price (or the closing bid price of our common stock in the event the shares of our common stock are not traded on any specific trading day) of the common stock equals or exceeds US$18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and the like) on each of 20 trading days within the 30 trading-day period ending on the third business day prior to the date on which we send proper notice of such redemption; provided that, on the date we give notice of redemption and during the entire period thereafter until the time we redeem the warrants, we have an effective registration statement under the Securities Act covering the ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. In the event Genesis SPAC shall elect to redeem outstanding warrants, Genesis SPAC shall fix a date for the redemption. Notice of redemption shall be mailed by first class mail, postage prepaid, by Genesis SPAC not less than 30 days prior to the date fixed for redemption to the registered holders of the warrants to be redeemed at their last addresses as they shall appear on the warrant register. Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given. Redemption of the outstanding warrants could force a warrant holder: (i) to exercise its warrants and pay the exercise price therefor at a time when it may be disadvantageous for it to do so, (ii) to sell its warrants at the then-current market price when it might otherwise wish to hold its warrants or (iii) to accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, will be substantially less than the market value of its warrants.

Historical trading prices for Genesis SPAC Ordinary Shares have not exceeded the US$18.00 per share threshold at which the Genesis SPAC Public Warrants would become redeemable. However, this could occur in connection with or after the closing of the Business Combination.

If third parties bring claims against Genesis SPAC, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by Genesis SPAC Public Shareholders may be less than $10.20 per share.

Genesis SPAC’s placing of funds in the Trust Account may not protect those funds from third-party claims against it. Although Genesis SPAC seeks to have all vendors, service providers (other than its independent auditors), prospective target businesses or other entities with which it does business execute agreements with it waiving any right, title, interest or claim of any kind in or to any funds held in the Trust Account for the benefit of Genesis SPAC Public Shareholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against Genesis SPAC’s assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the funds held in the Trust Account, Genesis SPAC’s management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third-party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to Genesis SPAC than any alternative.

Examples of possible instances where Genesis SPAC may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by Genesis SPAC management to be significantly superior to those of other consultants that would agree to execute a waiver or in

cases where Genesis SPAC management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such parties will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with Genesis SPAC and will not seek recourse against the Trust Account for any reason. Upon redemption of Genesis SPAC Public Shares, if Genesis SPAC is unable to complete an initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with an initial business combination, Genesis SPAC will be required to provide for payment of claims of creditors that were not waived that may be brought against it within the ten years following redemption. Accordingly, the per-share redemption amount received by Genesis SPAC Public Shareholders could be less than the $10.20 per share initially held in the Trust Account, due to claims of such creditors.

Genesis Sponsor has agreed that it will indemnify Genesis SPAC if and to the extent losses to which it may become subject as a result of any claims by a vendor (other than Genesis SPAC’s independent public accountants) for services rendered or products sold to it, or a prospective target business with which it has entered into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.20 per Genesis SPAC Public Share or (ii) such lesser amount per Genesis SPAC Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets as of the date of the liquidation of the Trust Account, in each case net of the interest which may be withdrawn to pay Genesis SPAC’s income tax obligations, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under indemnity of the underwriter of the Genesis SPAC IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, Genesis Sponsor will not be responsible to the extent of any liability for such third party claims. Genesis SPAC has not independently verified whether Genesis Sponsor has sufficient funds to satisfy its indemnity obligations and believe that Genesis Sponsor’s only assets are securities of Genesis SPAC. Genesis SPAC has not asked Genesis Sponsor to reserve for such indemnification obligations. Therefore, Genesis SPAC cannot assure you that Genesis Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for the Business Combination and redemptions could be reduced to less than $10.20 per Genesis SPAC Public Share. In such event, Genesis SPAC may not be able to complete the Business Combination, and you would receive such lesser amount per share in connection with any redemption of your Genesis SPAC Public Shares. None of Genesis SPAC’s officers will indemnify Genesis SPAC for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Genesis SPAC’s directors may decide not to enforce the indemnification obligations of Genesis Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to Genesis SPAC Public Shareholders.

In the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.20 per Genesis SPAC Public Share and (ii) such lesser amount per share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay Genesis SPAC’s tax obligations, and Genesis Sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, Genesis SPAC’s independent directors would determine whether to take legal action against Genesis Sponsor to enforce its indemnification obligations. While Genesis SPAC currently expects that its independent directors would take legal action on Genesis SPAC’s behalf against Genesis Sponsor to enforce its indemnification obligations to us, it is possible that Genesis SPAC’s independent directors in exercising their business judgment may choose not to do so in any particular instance. If Genesis SPAC’s independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to Genesis SPAC Public Shareholders may be reduced below $10.20 per share.

Genesis SPAC Public Shareholders may be held liable for claims by third parties against Genesis SPAC to the extent of distributions received by Genesis SPAC Public Shareholders upon redemption of their shares.

If Genesis SPAC is forced to enter into an insolvent liquidation, any distributions received by Genesis SPAC Public Shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, Genesis SPAC was unable to pay its debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover some or all amounts received by Genesis SPAC Public Shareholders. Furthermore, Genesis SPAC’s directors may be viewed as having breached their fiduciary duties under Cayman Islands law to Genesis SPAC or its creditors and/or may have acted in bad faith, thereby exposing

themselves and Genesis SPAC to claims, by paying Genesis SPAC Public Shareholders from the trust account prior to addressing the claims of creditors. Genesis SPAC cannot assure Genesis SPAC Public Shareholders that claims will not be brought against Genesis SPAC for these reasons. Genesis SPAC and its directors and officers who knowingly and wilfully authorized or permitted any distribution to be paid out of the Trust Account while Genesis SPAC was unable to pay its debts as they fall due in the ordinary course of business would be guilty of an offense and may be liable for a fine of $18,292.68 and imprisonment for five years in the Cayman Islands.

We have identified material weaknesses in our disclosure controls and procedures and internal control over financial reporting. If not remediated, our failure to establish and maintain effective disclosure controls and procedures and internal control over financial reporting could result in material misstatements in our financial statements and a failure to meet our reporting and financial obligations, each of which could have a material adverse effect on our financial condition and the trading price of our securities.

Maintaining effective internal control over financial reporting and effective disclosure controls and procedures are necessary for us to produce reliable financial statements. As reported under “Part II” — “Item 9A. Controls and Procedures” of our Annual Report on Form 10-K for the year ended December 31, 2022, our management concluded that our disclosure controls and procedures were not effective as of December 31, 2022, due to the material weaknesses in our internal control over financial reporting of the Genesis SPAC Cash accounts and Due from related party accounts from a failure to segregate bank accounts. In light of the material weaknesses, we performed additional analysis as deemed necessary to ensure that our unaudited interim financial statements were prepared in accordance with U.S. generally accepted accounting principles and have restated all financial statements in Note 2 of the financial statements to the Genesis SPAC Annual report on Form 10-K which were affected by such material weaknesses.

Additionally, as of September 30, 2023, as disclosed above, as required by Rules 13a-15(e) and 15d-15(e) under the Exchange Act, management carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2023. Based upon their evaluation, management concluded that our disclosure controls and procedures were not effective as of September 30, 2023, due to the material weaknesses in our internal control over financial reporting of the Genesis SPAC Cash accounts and Due from related party accounts from a failure to segregate bank accounts.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of Genesis SPAC’s annual or interim financial statements will not be prevented or detected on a timely basis. A control deficiency exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis.

Maintaining effective disclosure controls and procedures and effective internal control over financial reporting are necessary for us to produce reliable financial statements and Genesis SPAC is committed to remediating its material weaknesses in such controls as promptly as possible. However, there can be no assurance as to when these material weaknesses will be remediated or that additional material weaknesses will not arise in the future. Any failure to remediate the material weaknesses, or the development of new material weaknesses in our internal control over financial reporting, could result in material misstatements in our financial statements and cause us to fail to meet our reporting and financial obligations, which in turn could have a material adverse effect on our financial condition and the trading price of our securities, and/or result in litigation against us or our management. In addition, even if we are successful in strengthening our controls and procedures, those controls and procedures may not be adequate to prevent or identify irregularities or facilitate the fair presentation of our financial statements or our periodic reports filed with the SEC.

Changes in laws, regulations or rules, or a failure to comply with any laws, regulations or rules, may adversely affect Genesis SPAC’s business, investments and results of operations.

Genesis SPAC is subject to laws, regulations and rules enacted by national, regional and local governments. In particular, Genesis SPAC is required to comply with certain SEC and other legal or regulatory requirements. Compliance with, and monitoring of, applicable laws, regulations and rules may be difficult, time consuming and costly. Those laws, regulations or rules and their interpretation and application may also change from time to time and those changes could have a material and adverse effect on Genesis SPAC’s business, investments and results of operations. In addition, a failure to comply with applicable laws, regulations or rules, as interpreted and applied, could have a material and adverse effect on Genesis SPAC’s business and results of operations.

During the interim period, Genesis SPAC is prohibited from entering into certain transactions that might otherwise be beneficial to it or its respective Shareholders.

Until the earlier of consummation of the Business Combination or termination of the Agreement, Genesis SPAC is subject to certain limitations on the operations of its business, including restrictions on its ability to merge, consolidate or acquire (by purchasing a substantial portion of the assets of or equity in, or by any other manner) any entity other than Genesis Sponsor. See “The Agreement — Covenants of the Parties.” The limitations on Genesis SPAC’s conduct of its business during this period could have the effect of delaying or preventing other strategic transactions and may, in some cases, make it impossible to pursue business opportunities that are available only for a limited time.

If the Adjournment Proposal is not approved, and an insufficient number of votes have been obtained to authorize the consummation of the Business Combination, the Genesis SPAC Board will not have the ability to adjourn the Shareholder Extraordinary General Meeting to a later date in order to solicit further votes, and, therefore, the Business Combination will not be completed.

The Genesis SPAC Board is seeking approval to adjourn the Shareholder Extraordinary General Meeting to a later date or dates, if necessary, for the absence of a quorum, to solicit additional proxies from Genesis SPAC shareholders to approve the Business Combination Proposal or to ensure that any supplement or amendment to this proxy statement is timely provided to Genesis SPAC shareholders. If the Adjournment Proposal is not approved, the Genesis SPAC Board will not have the ability to adjourn the Shareholder Extraordinary General Meeting to a later date and, therefore, the Business Combination would not be completed.

The proposed Business Combination may be delayed or ultimately prohibited and Genesis SPAC may not be able to complete the proposed Business Combination since such initial business combination may be subject to regulatory review and approval requirements, including pursuant to foreign investment regulations and review by governmental entities such as the Committee on Foreign Investment in the United States (“CFIUS”), or may be ultimately prohibited.

The Business Combination may be subject to regulatory review and approval requirements by governmental entities, which may cause the Business Combination to be delayed or ultimately prohibited. For example, CFIUS has authority to review direct or indirect foreign investments in U.S. companies. Among other things, CFIUS is empowered to require certain foreign investors to make mandatory filings, to charge filing fees related to such filings, and to self-initiate national security reviews of foreign direct and indirect investments in U.S. companies if the parties to that investment choose not to file voluntarily. If CFIUS determines that an investment threatens national security, CFIUS has the power to impose restrictions on the investment or recommend that the President prohibit and/or unwind it. Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends on, among other factors, the nature and structure of the transaction, the nationality of the parties, the level of beneficial ownership interest and the nature of any information or governance rights involved.

It is noted that Genesis SPAC is a Cayman Islands exempted company and a foreign private issuer (for U.S. securities law purposes) and will continue to be a foreign private issuer following the Business Combination and (ii) Genesis Sponsor is a Cayman Islands limited liability company whose sole member is a non-U.S. person and Genesis SPAC’s largest shareholder. It is Genesis SPAC’s view that it is unlikely that the Business Combination would be subject to or impacted by a CFIUS review. Nevertheless, Genesis SPAC may determine that it will submit to CFIUS review on a voluntary basis, or to proceed with the transaction without submitting to CFIUS and risk CFIUS intervention, before or after closing the transaction. CFIUS may decide to block or delay the proposed Business Combination, or impose conditions with respect to it, which may delay or prevent us from consummating the proposed Business Combination.

The process of government review, whether by CFIUS or otherwise, could be lengthy. Because Genesis SPAC has only a limited time to complete its initial business combination, its failure to obtain any required approvals within the requisite time period may require Genesis SPAC to liquidate. If Genesis SPAC is unable to consummate the Business Combination within the applicable time period required, including as a result of extended regulatory review, Genesis SPAC will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Genesis SPAC Public Shares, at a per-share price, payable in cash equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to Genesis SPAC (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish Genesis SPAC Public Shareholders’ rights as shareholders (including the right to receive further liquidating

distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of remaining Genesis SPAC shareholders and the Genesis SPAC Board, liquidate and dissolve, subject in each case to Genesis SPAC’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, Genesis SPAC shareholders will miss the opportunity to benefit from the Business Combination and the chance of realizing any future gains in the value of such investment. Additionally, there will be no redemption rights or liquidating distributions with respect to outstanding Genesis SPAC Warrants, which will expire worthless if Genesis SPAC fails to complete an initial business combination by the required date. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than $10.20 per share.

If we were deemed to be an investment company for purposes of the Investment Company Act of 1940, as amended (the “Investment Company Act”), we may be forced to abandon our efforts to complete an initial business combination and instead be required to liquidate the Company. To avoid that result, we may determine, in our discretion, to liquidate the securities held in the trust account and instead hold all funds in the trust account in an interest bearing bank demand deposit account, which may earn less interest than we otherwise would have if the trust account had remained invested in U.S. government securities or money market funds.

There is currently uncertainty concerning the applicability of the Investment Company Act to a special purpose acquisition company (“SPAC”) and we may in the future be subject to a claim that we have been operating as an unregistered investment company. If we are deemed to be an investment company for purposes of the Investment Company Act, we might be forced to abandon our efforts to complete an initial business combination and instead be required to liquidate. If we are required to liquidate, our investors would not be able to realize the benefits of owning stock in a successor operating business, including the potential appreciation in the value of our stock and warrants following such a transaction, and our warrants would expire worthless.

The funds in the trust account have, since our initial public offering, been held only in U.S. government securities within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in money market funds investing solely in United States Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act. However, to mitigate the risk of us being deemed to have been operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act), we may, in our own discretion, instruct Continental Stock Transfer & Trust Company, the trustee with respect to the trust account, to liquidate the U.S. government securities or money market funds held in the trust account and thereafter, until the earlier of consummation of our initial business combination or liquidation, to hold all funds in the trust account in an interest bearing bank demand deposit account, which may earn less interest than we otherwise would have if the trust account had remained invested in U.S. government securities or money market funds. This may mean that the amount of funds available for redemption would not increase, or would only minimally increase, thereby reducing the dollar amount our public shareholders would receive upon any redemption or liquidation of the Company.

In addition, the longer that the funds in the trust account are held in short-term U.S. government securities or in money market funds invested exclusively in such securities, there is a greater risk that we may be considered an unregistered investment company, in which case we may be required to liquidate. Accordingly, we may determine, in our discretion, to liquidate the securities held in the trust account at any time and instead hold all funds in the trust account in an interest bearing bank demand deposit account, which may earn less interest than we otherwise would have if the trust account had remained invested in U.S. government securities or money market funds.

Risks Related to the Genesis SPAC Public Shares Before and the Post-Combination Company Public Shares Following the Business Combination

Genesis SPAC’s securities were delisted from Nasdaq, now trade on the OTC, and the Post-Combination Company’s securities will also trade on the OTC, which could cause significant material adverse consequences.

On November 16, 2023, the Nasdaq Stock Market LLC (“Nasdaq”) determined to remove from listing the securities of Genesis SPAC, effective at the opening of the trading session on November 30, 2023. Based on review of information provided by Genesis SPAC, Nasdaq staff determined that Genesis SPAC no longer qualified for listing

on Nasdaq pursuant to Listing Rules 5452(a)(1) and 5452(a)(2)(C). Genesis SPAC’s securities now trade on the OTC. Trading on the OTC could cause Genesis SPAC, and the Post-Combination Company, to face significant material adverse consequences, including:

•        a limited availability of market quotations for the Post-Combination Company’s ordinary shares;

•        a limited amount of news and analyst coverage for the Post-Combination Company; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

If the Business Combination’s benefits do not meet the expectations of investors, shareholders or financial analysts, the market price of the Post-Combination Company Public Shares may decline.

If the actual or perceived benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of Genesis SPAC Public Shares and the Post-Combination Company Shares (after Closing) may decline. The market values for Genesis SPAC Public Shares at the time of the Business Combination may vary significantly from their prices on the date the Agreement was executed, the date of this proxy statement or the date on which Genesis SPAC shareholders vote on the Business Combination.

Genesis SPAC has no operating or financial history. An active trading market for the Post-Combination Company Shares may never develop or, if developed, it may not be sustained. You may be unable to sell your Post-Combination Company Shares unless a market can be established and sustained. This risk will be exacerbated if there is a high level of redemptions of the Genesis SPAC Public Shares in connection with the Closing. Following the Business Combination, fluctuations in the price of the Post-Combination Company Shares could contribute to the loss of all or part of your investment. The trading price of the Post-Combination Company Shares following the Closing could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond Genesis SPAC’s and Genesis Sponsor’s control. Please see “— Risks Related to the Genesis SPAC Public Shares Before and the Post-Combination Company Public Shares Following the Business Combination — The market price and trading volume of the Post-Combination Company’s ordinary shares may be volatile and could decline significantly following the Business Combination.” for more information.

Upon completion of the Business Combination, Genesis SPAC shareholders will become holders of Post-Combination Company Shares. The market price for the Post-Combination Company Shares may be affected by factors different from those that historically have affected Genesis SPAC.

Upon the completion of the Business Combination, Genesis SPAC shareholders will become holders of Post-Combination Company Shares. The Post-Combination Company’s business differs from that of Genesis SPAC, and, accordingly, the results of operations of the Post-Combination Company will be affected by some factors that are different from those currently affecting the results of operations of Genesis SPAC. Genesis SPAC is a special purpose acquisition company incorporated in the Cayman Islands that is not engaged in any operating activity, directly or indirectly. The Post-Combination Company will be engaged in the business of commercializing the Contributed Assets. The Post-Combination Company’s business and results of operations will be affected by industry risks and operating risks to which Genesis SPAC was not exposed. See “— Risks Related to the Contributed Assets and Obligations.”

Subsequent to the completion of the Business Combination, the Post-Combination Company may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and the price of the Post-Combination Company Shares, which could cause you to lose some or all of your investment.

Although Genesis SPAC has conducted due diligence on the Contributed Assets and Obligations, Genesis SPAC cannot assure you that this diligence will surface all material issues that may be present with respect to the Contributed Assets and Obligations, that it would be possible to uncover all material issues through a customary amount of due diligence or that factors outside of Genesis SPAC’s control will not later arise. As a result of these factors, the Post-Combination Company may be forced to later write down or write off assets, restructure operations, or incur impairment or other charges that could result in losses. Even if Genesis SPAC’s due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with its preliminary risk analysis. Even though these charges may be non-cash items and may not have an immediate impact on the Post-Combination Company’s liquidity, any charges of this nature could contribute to negative market perceptions

electronically through the ATOP system at least two business days prior to the Shareholder Extraordinary General Meeting. In order to obtain a physical stock certificate, a shareholder’s broker and/or clearing broker, DTC and the Transfer Agent will need to act to facilitate this request. It is Genesis SPAC’s understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the Transfer Agent. However, because Genesis SPAC does not have any control over this process or over the brokers, it may take significantly longer than two weeks to obtain a physical stock certificate. If it takes longer than anticipated to obtain a physical certificate, shareholders who wish to redeem their shares may be unable to obtain physical certificates by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.

Genesis SPAC Public Shareholders electing to redeem their shares will receive their pro rata portion of the Trust Account less income taxes payable, calculated as of two business days prior to the anticipated consummation of the Business Combination. Please see the section titled “Extraordinary General Meeting of Genesis SPAC Shareholders — Redemption Rights” for additional information on how to exercise your redemption rights.

If a shareholder fails to receive notice of Genesis SPAC’s offer to redeem Genesis SPAC Public Shares in connection with the Business Combination, such shares may not be redeemed.

If, despite Genesis SPAC’s compliance with the proxy rules, a shareholder fails to receive its proxy materials, such shareholder may not become aware of the opportunity to redeem its Genesis SPAC Public Shares. As a result, its Genesis SPAC Public Shares may not be redeemed.

Risks Related to U.S. Federal Income Tax

Genesis SPAC may be or become a PFIC during a U.S. Holder’s holding period, which could result in adverse U.S. federal income tax consequences to U.S. Holders.

If Genesis SPAC or any of its subsidiaries is a PFIC for any taxable year, or portion thereof, that is included in the holding period of a U.S. Holder of the Genesis SPAC Public Shares or Genesis SPAC Public Warrants (the “Genesis SPAC securities”), such U.S. Holder may be subject to certain adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. There is no assurance that Genesis SPAC or its subsidiaries are not currently PFICs for U.S. federal income tax purposes for the taxable year of the Business Combination or for foreseeable future taxable years. Please see the section titled “U.S. Federal Income Tax Considerations — Passive Foreign Investment Company Status” for a more detailed discussion with respect to Genesis SPAC’s potential PFIC status and certain tax implications thereof. U.S. Holders are urged to consult their tax advisors regarding the possible application of the PFIC rules to holders of the Genesis SPAC Public Shares and Genesis SPAC Public Warrants.

Description of the Business Combination

Accounting for the Business Combination

The Contribution and Business Combination Agreement by and between Genesis Growth Tech Acquisition Corp. and Genesis Growth Tech LLC will be accounted for as an asset acquisition pursuant to ASC 805. The GAAP value assigned to the Contributed Assets will be the historical carryover basis of the transferor which is $0 and contributes to deemed dividend accounting, given that the transaction will be an asset acquisition under ASC 805 and the related party nature of the transaction.

EXTRAORDINARY GENERAL MEETING OF GENESIS SPAC SHAREHOLDERS

This proxy statement is being provided to Genesis SPAC shareholders as part of a solicitation of proxies by the Genesis SPAC Board for use at the Shareholder Extraordinary General Meeting to be held on [April 12], 2024, and at any adjournment thereof. This proxy statement contains important information regarding the Shareholder Extraordinary General Meeting, the proposals on which you are being asked to vote and information you may find useful in determining how to vote and voting procedures.

We are first providing these materials (electronically and by mail) on or about [April 4], 2024, to all shareholders of record of Genesis SPAC as of March 22, 2024, the record date for the Shareholder Extraordinary General Meeting. Shareholders of record who owned Genesis SPAC Ordinary Shares at the close of business on the record date are entitled to receive notice of, attend and vote at the Shareholder Extraordinary General Meeting. On the record date, there were [    ] Genesis SPAC Ordinary Shares outstanding.

Date, Time and Place

The Shareholder Extraordinary General Meeting will be held via live webcast at [    ], on [April 12], 2024 at 10:00 a.m. The Shareholder Extraordinary General Meeting can be accessed by visiting [    ], where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the Shareholder Extraordinary General Meeting by means of remote communication. Please have your Control Number, which can be found on your Genesis SPAC shareholder proxy card, to join the Shareholder Extraordinary General Meeting. If you do not have a control number, please contact Continental Stock Transfer & Trust Company, the Transfer Agent.

Proposals at the Shareholder Extraordinary General Meeting

At the Shareholder Extraordinary General Meeting, Genesis SPAC shareholders will vote on the following proposals (such proposals, collectively, the “Shareholder Proposals”):

1.      Business Combination Proposal — To consider and vote upon a proposal to approve, by ordinary resolution under Cayman Islands law, the Contribution and Business Combination Agreement (the “Agreement”) dated November 20, 2023, by and between Genesis SPAC and Genesis Sponsor, a copy of which is attached to this proxy statement as Annex A, and the transactions contemplated thereby (the “Business Combination”);

2.      Name Change Proposal — To consider and vote upon a proposal to approve, by special resolution under Cayman Islands law, the change of name of Genesis SPAC to “NeuroMind AI Corp.”;

3.     Charter Amendment Proposal — To consider and vote upon a proposal to approve, by special resolution under Cayman Islands law, to adopt the amended and restatement memorandum and articles of association of Genesis SPAC (a copy of which is attached to this proxy statement as Annex C) in substitution for the existing memorandum and articles of association of Genesis SPAC; and

4.      Adjournment Proposal — To consider and vote upon a proposal to approve, by ordinary resolution under Cayman Islands law, and allow the chairman of the Shareholder Extraordinary General Meeting to adjourn the Shareholder Extraordinary General Meeting to a later date or dates, if necessary, for the absence of a quorum, to solicit additional proxies from Genesis SPAC shareholders to approve one or more proposals at the Shareholder Extraordinary General Meeting or to ensure that any supplement or amendment to this proxy statement is timely provided to Genesis SPAC shareholders.

THE GENESIS SPAC BOARD UNANIMOUSLY RECOMMENDS THAT
YOU VOTE “FOR” EACH OF THESE PROPOSALS.

Voting Power; Record Date

As a shareholder of Genesis SPAC, you have a right to vote on certain matters affecting Genesis SPAC. The proposals that will be presented at the Shareholder Extraordinary General Meeting and upon which you are being asked to vote are summarized above and fully set forth in this proxy statement. You will be entitled to vote or direct votes to be cast at the Shareholder Extraordinary General Meeting if you owned Genesis SPAC Ordinary Shares at the close of business on March 22, 2024, which is the record date for the Shareholder Extraordinary General Meeting. You are entitled to one vote for each Genesis SPAC Ordinary Share that you owned as of the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the record date, there were [        ] Genesis SPAC Ordinary Shares outstanding, of which [        ] are Genesis SPAC Public Shares, 5,850,625 are Founder Shares held by Genesis Sponsor and 474,375 are Founder Shares held by Nomura Securities.

Vote of Genesis Sponsor and Genesis SPAC’s Directors and Officers

Prior to the Genesis SPAC IPO, Genesis SPAC entered into a letter agreement with Genesis Sponsor and each of Genesis SPAC’s directors and officers, pursuant to which each agreed to vote any Genesis SPAC Ordinary Shares owned by them in favor of the Business Combination Proposal and any other proposals recommended by the Genesis SPAC Board in connection with a Business Combination. None of Genesis Sponsor, Nomura Securities or Genesis SPAC’s directors or officers have purchased any Genesis SPAC Ordinary Shares or Genesis SPAC Warrants (including Genesis SPAC Public Warrants) during or after the Genesis SPAC IPO and, as of the date of this proxy statement, neither Genesis SPAC nor Genesis Sponsor, Nomura Securities or Genesis SPAC’s directors or officers have entered into agreements, and are not currently in negotiations, to purchase shares prior to the consummation of the Business Combination. Currently, Genesis Sponsor owns 91.3% of the issued and outstanding Genesis SPAC Ordinary Shares and will be able to vote all such shares at the Shareholder Extraordinary General Meeting. The Business Combination is conditioned on the approval of the Shareholder Proposals. If Genesis SPAC fails to obtain sufficient votes for the Shareholder Proposals Genesis SPAC will not satisfy the conditions to consummate the Agreement and Genesis SPAC may be prevented from closing the Business Combination.

Pursuant to the Genesis SPAC IPO Letter Agreement, Genesis Sponsor, Nomura Securities and Genesis SPAC’s directors and officers have waived their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if Genesis SPAC fails to complete an initial business combination by December 13, 2024, unless Genesis SPAC amends the Genesis SPAC Articles (which requires the affirmative vote of at least a two-thirds majority of the votes cast by the holders of the issued and outstanding Genesis SPAC Ordinary Shares, present in person or represented by proxy and entitled to vote thereon at an extraordinary general meeting, or by unanimous written resolutions). However, to the extent Genesis Sponsor or Genesis SPAC’s directors and officers subsequently acquire Genesis SPAC Public Shares, they will be entitled to liquidating distributions from the Trust Account with respect to such Genesis SPAC Public Shares if Genesis SPAC fails to complete an initial business combination within the allotted time period.

Quorum and Required Vote for Proposals for the Shareholder Extraordinary General Meeting

The holders of at least one-third of the issued and outstanding Genesis SPAC Ordinary Shares entitled to vote as of the record date at the Shareholder Extraordinary General Meeting must be present, in person via the virtual meeting platform or represented by proxy, at the Shareholder Extraordinary General Meeting to constitute a quorum and in order to conduct business at the Shareholder Extraordinary General Meeting. Abstentions will be counted as present for the purpose of determining a quorum.

The Business Combination Proposal (and consequently, the Agreement and the Business Combination) requires approval by an ordinary resolution under Cayman Islands law, meaning it will be approved only if at least a majority of the votes cast by the holders of the issued and outstanding Genesis SPAC Ordinary Shares represented in person via the virtual meeting platform or by proxy and entitled to vote thereon at the Shareholder Extraordinary General Meeting vote “FOR” the Business Combination Proposal. Failure to vote by proxy or to vote in person via the virtual meeting platform at the Shareholder Extraordinary General Meeting, abstentions and broker non-votes will have no effect on the Business Combination Proposal. Genesis Sponsor has agreed to vote its Genesis SPAC Ordinary Shares in favor of the Business Combination Proposal. As of the record date, Genesis Sponsor owns [      ]% of the issued and outstanding Genesis SPAC Ordinary Shares.

The Name Change Proposal requires approval by special resolution under Cayman Islands law, meaning it will be approved only if at least a two-thirds majority of the votes cast by the holders of the issued and outstanding Genesis SPAC Ordinary Shares represented in person via the virtual meeting platform or by proxy and entitled to vote thereon at the Shareholder Extraordinary General Meeting vote “FOR” the Name Change Proposal. Failure to vote by proxy or to vote in person via the virtual meeting platform at the Shareholder Extraordinary General Meeting, abstentions and broker non-votes will have no effect on the Name Change Proposal. Genesis Sponsor has agreed to vote its Genesis SPAC Ordinary Shares in favor of the Name Change Proposal.

The Charter Amendment Proposal requires approval by special resolution under Cayman Islands law, meaning it will be approved only if at least a two-thirds majority of the votes cast by the holders of the issued and outstanding Genesis SPAC Ordinary Shares represented in person via the virtual meeting platform or by proxy and entitled to vote thereon at the Shareholder Extraordinary General Meeting vote “FOR” the Charter Amendment Proposal. Failure to vote by proxy or to vote in person via the virtual meeting platform at the Shareholder Extraordinary General Meeting, abstentions and broker non-votes will have no effect on the Charter Amendment Proposal. Genesis Sponsor has agreed to vote its Genesis SPAC Ordinary Shares in favor of the Charter Amendment Proposal.

The Adjournment Proposal requires approval by an ordinary resolution under Cayman Islands law, meaning it will be approved only if the holders of at least a majority of the votes cast by holders of the issued and outstanding Genesis SPAC Ordinary Shares represented in person via the virtual meeting platform or by proxy and entitled to vote thereon at the Shareholder Extraordinary General Meeting vote “FOR” the Adjournment Proposal. Failure to vote by proxy or to vote in person via the virtual meeting platform at the Shareholder Extraordinary General Meeting, abstentions and broker non-votes will have no effect on the vote to approve the Adjournment Proposal. Genesis Sponsor has agreed to vote the Genesis SPAC Ordinary Shares it owns in favor of the Adjournment Proposal.

It is important for you to note that, in the event that the Business Combination Proposal does not receive the requisite vote for approval, Genesis SPAC will not consummate the Business Combination. If Genesis SPAC does not consummate the Business Combination, Genesis SPAC may fail to complete an initial business combination by December 13, 2024 (which deadline has been extended by Genesis SPAC from December 13, 2022), in which case Genesis SPAC will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such account to Genesis SPAC Public Shareholders unless Genesis SPAC amends the Genesis SPAC Articles (which requires the affirmative vote of at least a two-thirds majority of the votes cast by the holders of the issued and outstanding Genesis SPAC Ordinary Shares, present in person or represented by proxy and entitled to vote thereon at an extraordinary general meeting, or by unanimous written resolutions).

Recommendation to Genesis SPAC Shareholders

The Genesis SPAC Board believes that approval of each of the Shareholder Proposals to be presented at the Shareholder Extraordinary General Meeting is in the best interests of Genesis SPAC and its shareholders and unanimously recommends that its shareholders vote “FOR” each of the proposals. Please see the section titled “The Business Combination — Interests of Certain Persons in the Business Combination” for additional information.

Abstentions and Broker Non-Votes

Abstentions are considered present for the purposes of establishing a quorum. For purposes of approval, a failure to vote or an abstention will have no effect on any of the Business Combination Proposal, the Name Change Proposal, the Charter Amendment Proposal or the Adjournment Proposal. In general, if your shares are held in “street” name and you do not instruct your broker, bank or other nominee on a timely basis on how to vote your shares, your broker, bank or other nominee, in its sole discretion, may either leave your shares unvoted or vote your shares on routine matters, but not on any non-routine matters.

None of the proposals at the Shareholder Extraordinary General Meeting are routine matters. As such, without your voting instructions, your brokerage firm cannot vote your shares on any proposal to be voted on at the Shareholder Extraordinary General Meeting.

Voting Your Shares — Shareholders of Record

If you are a Genesis SPAC shareholder of record, you may vote by mail or you can attend the Shareholder Extraordinary General Meeting in person via the virtual meeting platform and vote during the meeting by following the instructions on your Genesis SPAC shareholder proxy card. Each Genesis SPAC Ordinary Share that you own in your name entitles you to one vote on each of the proposals for the Shareholder Extraordinary General Meeting. Your one or more Genesis SPAC shareholder proxy cards show the number of shares of Genesis SPAC Ordinary Shares that you own.

Voting by Mail.    You can vote your shares by completing, signing, dating and returning the enclosed Genesis SPAC shareholder proxy card in the postage-paid envelope provided. By signing the Genesis SPAC shareholder proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the Genesis SPAC shareholder proxy card to vote your shares at the Shareholder Extraordinary General Meeting in the manner you indicate. You are encouraged to sign and return the Genesis SPAC shareholder proxy card even if you plan to attend the Shareholder Extraordinary General Meeting so that your shares will be voted if you are unable to attend the Shareholder Extraordinary General Meeting. If you receive more than one Genesis SPAC shareholder proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all Genesis SPAC shareholder proxy cards to ensure that all of your shares are voted. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Shareholder Extraordinary General Meeting. If you sign and return the Genesis SPAC shareholder proxy card but do not give instructions on how to vote your shares, your shares of Genesis SPAC Ordinary Shares will be voted as recommended by the Genesis SPAC Board. The Genesis SPAC Board recommends voting “FOR” the Business Combination Proposal, “FOR” the Name Change Proposal, “FOR” the Charter Amendment Proposal and “FOR” the Adjournment Proposal. Votes submitted by mail must be received by [5:00 p.m.] on [April 11], 2024.

Voting via the Virtual Meeting Platform.    You can attend the Shareholder Extraordinary General Meeting in person via the virtual meeting platform and vote during the meeting by following the instructions on your Genesis SPAC shareholder proxy card. You can access the Shareholder Extraordinary General Meeting by visiting the website [    ]. You will need your control number for access. If you are a registered holder and do not have a control number, please contact Continental Stock Transfer & Trust Company, the Transfer Agent. If you are a beneficial holder and do not have a control number, please contact your broker, bank or nominee. To attend and participate at the Shareholder Extraordinary General Meeting, you can sign in with your control number as a registered holder or a beneficial owner who has registered with a legal proxy. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares. However, if your shares are held in the name of your broker, bank or other nominee, you must get a proxy from the broker, bank or other nominee. That is the only way Genesis SPAC can be sure that the broker, bank or nominee has not already voted your Genesis SPAC Ordinary Shares.

Voting Your Shares — Beneficial Owners

If your shares are held in an account at a brokerage firm, bank or other nominee, then you are the beneficial owner of shares held in “street name” and this proxy statement is being sent to you by that broker, bank or other nominee. The broker, bank or other nominee holding your account is considered to be the shareholder of record for purposes of voting at the Shareholder Extraordinary General Meeting. As a beneficial owner, you have the right to direct your broker, bank or other nominee regarding how to vote the shares in your account by following the instructions that the broker, bank or other nominee provides you along with this proxy statement. As a beneficial owner, if you wish to vote at the Shareholder Extraordinary General Meeting, you must get a proxy from the broker, bank or other nominee. Please see the section below titled “— Attending the Shareholder Extraordinary General Meeting.”

Attending the Shareholder Extraordinary General Meeting

Only Genesis SPAC shareholders on the record date or their legal proxyholders may attend and participate at the Shareholder Extraordinary General Meeting. Please note that you will only be able to access the Shareholder Extraordinary General Meeting by means of remote communication. Please have your Control Number, which can

be found on your Genesis SPAC shareholder proxy card, to join the meeting. If you are a registered holder and do not have a control number, please contact Continental Stock Transfer & Trust Company, the Transfer Agent. If you are a beneficial holder and do not have a control number, please contact your broker, bank or nominee.

The virtual meeting platform is fully supported across browsers (MS Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most up-to-date version of applicable software and plugins. Participants should ensure that they have a strong WiFi connection wherever they intend to participate in the meeting. You are encouraged to access the meeting prior to the start time. For further assistance, should you need it, please call               .

Revoking Your Proxy

If you give a proxy, you may revoke it at any time before the Shareholder Extraordinary General Meeting or at the Shareholder Extraordinary General Meeting by doing any one of the following:

•        you may send another Genesis SPAC shareholder proxy card with a later date;

•        you may notify Genesis SPAC’s Chief Executive Officer in writing to Genesis Growth Tech Acquisition Corp., Bahnhofstrasse 3, Hergiswil Nidwalden, Switzerland, before the Shareholder Extraordinary General Meeting that you have revoked your proxy; or

•        you may attend the Shareholder Extraordinary General Meeting, revoke your proxy, and vote in person via the virtual meeting platform, as indicated above.

No Additional Matters

The Shareholder Extraordinary General Meeting has been called only to consider the approval of the Business Combination Proposal, the Name Change Proposal, the Charter Amendment Proposal and the Adjournment Proposal. Under Genesis SPAC’s current bylaws, other than procedural matters incident to the conduct of the Shareholder Extraordinary General Meeting, no other matters may be considered at the Shareholder Extraordinary General Meeting if they are not included in this proxy statement, which serves as the notice of the Shareholder Extraordinary General Meeting.

Who Can Answer Your Questions about Voting

If you have any questions about how to vote or direct a vote in respect of your Genesis SPAC Ordinary Shares, you may call Advantage Proxy, Genesis SPAC’s proxy solicitor, at (877) 870-8565 (toll free), or banks and brokerage firms, please call collect at (206) 870-8565.

Redemption Rights

Pursuant to the Genesis SPAC Articles, any holders of Genesis SPAC Public Shares may demand that such shares be redeemed in exchange for a pro rata share of the aggregate amount on deposit in the Trust Account, less taxes payable, calculated as of two business days prior to the consummation of the Business Combination. If demand is properly made and the Business Combination is consummated, these shares, immediately prior to the Business Combination, will cease to be outstanding and will represent only the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account which holds the proceeds of the Genesis SPAC IPO (calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the Trust Account and other income earned on the funds held in the Trust Account and not previously released to Genesis SPAC to pay its income taxes (if any)). For illustrative purposes, based on the balance of the Trust Account of approximately $1.06 million as of March 18, 2024, the estimated per share redemption price would have been approximately $13.00.

In order to exercise your redemption rights, you must:

•        If you hold Genesis SPAC Public Units, separate the underlying Genesis SPAC Public Shares and Genesis SPAC Public Warrants;

•        prior to 5:00 P.M., Eastern Time on [April 10], 2024 (two business days before the Shareholder Extraordinary General Meeting), tender your shares physically or electronically, identify to Genesis SPAC the beneficial holder of the shares being redeemed and submit a request in writing that Genesis

SPAC redeems your Genesis SPAC Public Shares for cash to Continental Stock Transfer & Trust Company, the Transfer Agent, at [    ]@continentalstock.com, and, for shares physically tendered (which must be submitted with accompanying documents), at the following address:

Continental Stock Transfer & Trust Company
Attn:
1 State Street, 30th Floor
New York, NY 10004-1561

•        identify to Genesis SPAC the beneficial holder of the Genesis SPAC Public Shares being redeemed; and

•        deliver your Genesis SPAC Public Shares either physically or electronically through DTC’s ATOP system to the Transfer Agent at least two business days before the Shareholder Extraordinary General Meeting. Shareholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the Transfer Agent and time to effect delivery. Shareholders should generally allot at least two weeks to obtain physical certificates from the Transfer Agent. However, it may take longer than two weeks. Shareholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically. If you do not submit a written request and deliver your Genesis SPAC Public Shares as described above, your shares will not be redeemed.

Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name” are required to either tender their certificates to the Transfer Agent prior to the date set forth in this proxy statement, or up to two business days prior to the vote on the proposal to approve the Business Combination at the Shareholder Extraordinary General Meeting, or to deliver their shares to the Transfer Agent electronically using DTC’s ATOP system, at such shareholder’s option. The requirement for physical or electronic delivery prior to the Shareholder Extraordinary General Meeting ensures that a redeeming shareholder’s election to redeem is irrevocable once the Business Combination is approved.

Holders of outstanding Genesis SPAC Public Units must separate the underlying Genesis SPAC Public Shares and Genesis SPAC Public Warrants in order to exercise redemption rights with respect to the Genesis SPAC Public Shares.

If you hold Genesis SPAC Public Units registered in your own name, you must deliver the certificate for such Genesis SPAC Public Units to Continental Stock Transfer & Trust Company, the Transfer Agent, with written instructions to separate such Genesis SPAC Public Units into Genesis SPAC Public Shares and Genesis SPAC Public Warrants. This must be completed far enough in advance to permit the mailing of the Genesis SPAC Public Share certificates back to you so that you may then exercise your redemption rights upon the separation of the Genesis SPAC Public Shares from the Genesis SPAC Public Units.

If a broker, dealer, commercial bank, trust company or other nominee holds your Genesis SPAC Public Units, you must instruct such nominee to separate your Genesis SPAC Public Units. Your nominee must send written instructions by facsimile to Continental Stock Transfer & Trust Company, the Transfer Agent. Such written instructions must include the number of Genesis SPAC Public Units to be split and the nominee holding such Genesis SPAC Public Units. Your nominee must also initiate electronically, using DTC’s Deposit/Withdrawal at Custodian (DWAC) system, a withdrawal of the relevant Genesis SPAC Public Units and a deposit of an equal number of Genesis SPAC Public Shares and Genesis SPAC Public Warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the Genesis SPAC Public Shares from the Genesis SPAC Public Units.

While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your Genesis SPAC Public Units to be separated in a timely manner, you will likely not be able to exercise your redemption rights. Each redemption of shares of Genesis SPAC Class A Ordinary Shares by the Genesis SPAC Public Shareholders will reduce the amount in the Trust Account, which had a balance of approximately $1.06 million, as of March 18, 2024. In addition, a Genesis SPAC Public Shareholder, together with any of its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming

in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the Genesis SPAC Class A Ordinary Shares included in the Genesis SPAC Public Units sold in the Genesis SPAC IPO without Genesis SPAC’s prior consent.

Prior to exercising redemption rights, shareholders should verify the market price of Genesis SPAC Class A Ordinary Shares as they may receive higher proceeds from the sale of their Genesis SPAC Class A Ordinary Shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. Genesis SPAC cannot assure you that you will be able to sell your Genesis SPAC Class A Ordinary Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in Genesis SPAC Class A Ordinary Shares when you wish to sell your shares.

If you exercise your redemption rights, your Genesis SPAC Class A Ordinary Shares will cease to be outstanding immediately prior to the Business Combination and will only represent the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account. You will no longer own those shares and will have no right to participate in, or have any interest in, the future growth of the Post-Combination Company, if any. You will be entitled to receive cash for these shares only if you properly and timely demand redemption.

Unless Genesis SPAC amends the Genesis SPAC Articles (which requires the affirmative vote of at least a two-thirds majority of the votes cast by the holders of the issued and outstanding Genesis SPAC Ordinary Shares, present in person or represented by proxy and entitled to vote thereon at an extraordinary general meeting, or by unanimous written resolutions), if the Business Combination is not approved and Genesis SPAC does not consummate an initial business combination by December 13, 2024 (which deadline has been extended by Genesis SPAC from December 13, 2022), Genesis SPAC will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such account to the Genesis SPAC Public Shareholders and Genesis SPAC Warrants will expire worthless.

Appraisal Rights

None of the holders of Genesis SPAC securities have appraisal rights in connection with the Business Combination under the Cayman Act.

Proxy Solicitation Costs for the Shareholder Extraordinary General Meeting

Genesis SPAC is soliciting proxies on behalf of the Genesis SPAC Board. This proxy solicitation is being made by mail, but also may be made by telephone or in person. Genesis SPAC has engaged Advantage to assist in the solicitation of proxies for the Shareholder Extraordinary General Meeting. Genesis SPAC and Genesis SPAC’s directors, officers and employees may also solicit proxies in person. Genesis SPAC will ask banks, brokers and other institutions, nominees and fiduciaries to forward this proxy statement and the related proxy materials to their principals and to obtain their authority to execute proxies and voting instructions.

Genesis SPAC will bear the entire cost of the proxy solicitation, including the preparation, assembly, printing, mailing and distribution of this proxy statement and the related proxy materials. Genesis SPAC will pay Advantage a fee of $[    ], plus disbursements, reimburse Advantage for its reasonable out-of-pocket expenses and indemnify Advantage and its affiliates against certain claims, liabilities, losses, damages and expenses for their services as Genesis SPAC’s proxy solicitor. Genesis SPAC will reimburse brokerage firms and other custodians for their reasonable out-of-pocket expenses for forwarding this proxy statement and the related proxy materials to Genesis SPAC shareholders. Genesis SPAC’s directors, officers and employees who solicit proxies will not be paid any additional compensation for soliciting.

THE BUSINESS COMBINATION

General

On November 20, 2023, Genesis Growth Tech Acquisition Corp., a Cayman Islands exempted company (“Genesis SPAC”), entered into that certain Contribution and Business Combination Agreement (the “Agreement”), by and between Genesis SPAC and Genesis Growth Tech LLC, a Cayman Islands limited liability company (“Genesis Sponsor”), pursuant to which, among other things, (a) Genesis Sponsor will contribute, transfer, convey, assign and deliver to Genesis SPAC all of Genesis Sponsor’s rights, title and interest in and to a portfolio of patents acquired by Genesis Sponsor pursuant to that certain Patent Purchase Agreement, effective as of September 21, 2023 (as amended by the First Amendment to Patent Sale Agreement dated November 14, 2023 and as it may be further amended from time to time, the “Patent Purchase Agreement”), by and between Genesis Sponsor and MindMaze Group SA, a Swiss corporation (“MindMaze”), and which includes (i) the Assigned Patent Rights, including the Additional Rights, as such terms are defined in the Patent Purchase Agreement, and (ii) all other intellectual property rights acquired by the Sponsor under the Patent Purchase Agreement, and (b) Genesis SPAC will pay to Genesis Sponsor one thousand dollars ($1,000) and will assume and agree to perform and discharge all of Genesis Sponsor’s obligations under the Patent Purchase Agreement, including the obligation to pay to MindMaze a purchase price of $21 Million (the “MindMaze IP Purchase Price”) on or prior to May 31, 2024 and the obligation to share fifty percent (50%) of the gross amounts received under the Patent Purchase Agreement with MindMaze after the threshold amount of $44,000,000 is received by Genesis SPAC, on the terms and subject to the conditions set forth in the Patent Purchase Agreement, including that the Patent Purchase Agreement grants a worldwide royalty-free license back to the MindMaze (collectively, the “Transaction” or the “Business Combination”).

Genesis Sponsor is the sponsor of Genesis SPAC, and currently owns 5,850,625 Class B ordinary shares of Genesis SPAC, representing approximately 91.3% of the outstanding ordinary shares of Genesis SPAC, and 8,875,000 warrants to purchase 8,875,000 Class A ordinary shares at $11.50 per share.

Background of the Business Combination

Genesis SPAC is a blank check company incorporated on March 17, 2021 as a Cayman Islands exempted company limited by shares and was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. Although Genesis SPAC is not limited to a particular industry or geographic region for purposes of consummating an initial business combination, Genesis SPAC has focused its search on companies operating within the Consumer Internet Industry with a geographical presence in Europe, Israel, the United Arab Emirates or the United States.

On December 13, 2021, Genesis SPAC consummated the Genesis SPAC IPO and, including the exercise of the underwriters’ overallotment option, Genesis SPAC issued 25,300,000 units, at $10.00 per unit, generating gross proceeds of $253,000,000. Each unit consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one class A ordinary share at a price of $11.50 per share. In connection with the Genesis SPAC IPO, Genesis Sponsor purchased 8,875,000 Private Placement Warrants at a price of $1.00 per warrant ($8,875,000 in the aggregate). Each Private Placement Warrant entitles the holder to purchase one share of Genesis SPAC Ordinary Share at an exercise price of $11.50 per share.

As contemplated in the Genesis SPAC Articles, Genesis SPAC will continue in existence only until December 13, 2024 (which deadline has been extended by Genesis SPAC from December 13, 2022). If Genesis SPAC has not completed a business combination by such date, or at such later time as the shareholders of Genesis SPAC may approve in accordance with the Genesis SPAC Articles, Genesis SPAC will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Genesis SPAC’s remaining shareholders and directors, liquidate and dissolve, subject in each case to applicable law. Promptly after the closing of the Genesis SPAC IPO, Genesis SPAC’s officers and directors began to contact potential candidates for a business combination. In addition, Genesis SPAC was contacted by a number of individuals and entities with respect to business combination opportunities. Genesis SPAC reviewed approximately 30-40 potential acquisition targets in eight sectors and engaged in initial combination discussions with eight potential targets, including Genesis Sponsor.

Genesis SPAC engaged in meaningful and substantive negotiations with four potential targets, including Genesis Sponsor with respect to the Contributed Assets and Obligations. Genesis SPAC pursued business combination agreements with three targets. Genesis SPAC did not pursue further discussions with the other business targets for a variety of reasons, including because the parties could not agree on transaction terms.

Negotiations with Prior Targets

Target A.    In early 2022, Genesis SPAC was introduced to a company in the real estate technology industry (“Target A”) by Simon Baker, a prior member and Co-Executive Chairman of the Genesis SPAC Board. After multiple meetings with Target A and a review of the business and financial information made available, Genesis SPAC sent an initial draft of a letter of intent to Target A. Between the beginning of January, 2022 and April 12, 2022, Genesis SPAC and Target A attempted to negotiate the terms of a letter of intent. Ultimately, Genesis SPAC did not move forward with Target A due to the inability to agree on a valuation for Target A and finalize other transaction terms.

Target B.    On August 26, 2022, Genesis SPAC and Biolog-ID, a société anonyme organized under the laws of France (“Target B”), entered into a Business Combination Agreement (the “Target B BCA”). The Target B BCA had contemplated that Genesis SPAC and Target B would engage in a series of transactions pursuant to which, among other transactions, Genesis SPAC would merge with and into Target B, with Target B continuing as the surviving entity upon the closing of the transactions contemplated by the Target B BCA. Effective as of March 6, 2023 and in accordance with Section 7.1(a) of the Target B BCA, Genesis SPAC and Target B mutually agreed to terminate the Target B BCA, pursuant to a termination agreement by and between the two parties.

Target C.    On May 22, 2023, Genesis SPAC; GGAC Merger Sub, Inc., a Florida corporation and newly formed wholly-owned subsidiary of Genesis SPAC (“Merger Sub”); Eyal Perez, solely in his capacity as the representative for the shareholders of Genesis SPAC (other than the shareholders of NextTrip (as defined below)) (the “Purchaser Representative”); NextTrip Holdings, Inc., a Florida corporation (“Target C”); and William Kerby, solely in his capacity as the representative for Target B’s shareholders as discussed in the Plan of Merger (defined below)(the “Seller Representative”), entered into an Agreement and Plan of Merger (the “Plan of Merger”).

The Plan of Merger had contemplated that Genesis SPAC and Target C would engage in a series of transactions pursuant to which, among other transactions, Merger Sub would merge with and into Target C, with Target C continuing as the surviving entity upon the closing of the transactions contemplated by the Plan of Merger, and becoming a wholly-owned subsidiary of Genesis SPAC.

Effective as of August 16, 2023 and in accordance with Section 7.1(a) of the Plan of Merger, Genesis SPAC and Target C mutually agreed to terminate the Plan of Merger, pursuant to the terms of a termination agreement entered into by and between the two parties.

Waiver of Deferred Fees by Nomura Securities

Although Nomura Securities International, Inc. (“Nomura”) fully performed its duties in accordance with its role as an underwriter in connection with Genesis SPAC’s IPO, earning their fees pursuant to the underwriting agreement, on January 26, 2023, Nomura advised Genesis SPAC that it was waiving any future entitlement to its deferred underwriting fees totaling $13.9 million. Other than the underwriting agreement in connection with the IPO, there was no separate engagement letter or advisory agreement between the Company and Nomura. The waiver letter expressly stated for the avoidance of doubt, that that their waiver is not the result of any dispute or disagreement with Genesis SPAC, or any business combination target or any of their respective affiliates. Nomura is still subject to the terms of the underwriting agreement, which includes customary terms and conditions relating to Nomura acting as an underwriter in the IPO, including indemnification provisions. There is no other financial or advisory relationship with Nomura.

Nomura has had no role with respect to the Business Combination. Since Nomura did not participate or advise Genesis SPAC or Genesis Sponsor in regard to the Business Combination, Genesis SPAC believes there will be no effect on the Business Combination.

Redemptions since Initial Public Offering

On February 22, 2023, Genesis SPAC held an extraordinary general meeting of shareholders, at which its public shareholders approved a proposal to amend the amended and restated memorandum and articles of association, by way of special resolution, in the form of the second amended and restated memorandum and articles of association, to extend the date by which Genesis SPAC has to consummate a business combination from March 13, 2023 (which deadline had been previously extended from December 13, 2022) to September 13, 2023. In connection with such proposal, public shareholders elected to redeem 25,198,961 Class A ordinary shares. As a result, approximately $263,325,413.52 (approximately $10.45 per share) was debited from the Trust Account to pay such holders.

On August 31, 2023, Genesis SPAC held an extraordinary general meeting of shareholders, at which its public shareholders approved a proposal to amend the second amended and restated memorandum and articles of association, by way of special resolution, in the form of the third amended and restated memorandum and articles of association, to extend the date by which Genesis SPAC has to consummate a business combination from September 13, 2023 to December 13, 2024. In connection with such proposal, public shareholders elected to redeem 19,519 Class A ordinary shares. As a result, approximately $246,605.40 (approximately $12.63 per share) was debited from the Trust Account to pay such holders. To date, 25,218,480, or 99.7%, of the shares issued in the IPO have been redeemed.

The following chronology summarizes the key meetings and events that led to the signing of the Agreement.

On August 18, 2023, Mr. Perez, in his capacity as CEO of Genesis SPAC held a conference call with Mr. Tej Tadi, the CEO of MindMaze and Mr. Pierre-Emmanuel Meyer, the CFO of MindMaze to discuss a potential transaction. Mr. Perez first became acquainted with Mr. Tadi in 2022 through common friends in the Swiss tech industry. Mr. Perez had recently become aware from news reports that the previously announced business combination between MindMaze and Babylon Holdings Limited would not move forward, and was therefore motivated to reach out to Mr. Tadi to inquire about his company’s plans. This was the first discussion between the parties with respect to the Contributed Assets.

During this conversation Mr. Tadi mentioned that MindMaze was considering selling part of its IP portfolio, namely, the Contributed Assets, as management had determined that the asset falls outside the scope of company strategy. When Mr. Perez mentioned the possibility of a transaction with Genesis SPAC, Mr. Tadi made it clear that he was not interested in participating in a de-SPAC transaction, but that he was amenable to working with Mr. Perez. Mr. Perez then suggested a purchase and sale agreement between Genesis Sponsor and MindMaze, with the possibility that Mr. Perez could then separately work to incorporate the assets in a business combination with Genesis SPAC. Mr. Perez suggested entering into a Patent Purchase Agreement between MindMaze and Genesis Sponsor, with the intent to incorporate the acquired assets under the Patent Purchase Agreement in an eventual business combination with Genesis SPAC. See “Information about Genesis Sponsor and the Contributed Assets and Obligations.”

Also during this conversation, Mr. Tadi suggested a purchase price for the Contributed Assets of $21 million and indicated that an independent valuation report on all of MindMaze’s IP would support such a valuation of this part of the portfolio. Mr. Tadi informed Mr. Perez that MindMaze had a long-standing, on-going business relationship with KISSPatent, experts in the valuation of intellectual property, that regularly provides IP valuation services to MindMaze. Mr. Tadi and Mr. Perez agreed that KISSPatent would be best suited to provide the valuation report with respect to the Contributed Assets and Mr. Tadi undertook to speak with KISSPatent about providing such a report as part of the usual and customary services that KISSPatent provides for MindMaze. No other initial terms were discussed or proposed before Mr. Tadi suggested a $21 million purchase price.

On September 4, 2023, Mr. Tadi shared with Mr. Perez an initial draft of the Patent Purchase Agreement.

Over the course of the next few weeks, Mr. Tadi and Mr. Perez discussed the content of the Patent Purchase Agreement and negotiated certain business points. In particular, Mr. Perez requested the removal of an obligation of a minimum cash condition and also requested was that Genesis Sponsor would receive the asset first and pay for it at a later date. Mr. Tadi accommodated both of these requests. There were no other major points of disagreement or negotiation of the provisions and a final version was ultimately signed on September 21, 2023. Mr. Perez negotiated the Patent Purchase Agreement directly with Mr. Tadi. Mr. Perez understands that MindMaze has both internal and external counsel, including IP counsel, that advised MindMaze on the Patent Purchase Agreement.

Between the September 4, 2023 initial draft of the Patent Purchase Agreement and the execution of the Patent Purchase Agreement on September 21, 2023, the only negotiation points on the matter were (a) the minimum cash condition and (b) the receipt of assets prior to payment therefor in February 2024.

On October 18, 2023 Mr. Perez retained the services of Loeb & Loeb LLP in order to proceed with a business combination with respect to the Contributed Assets. After the input and following the advice of Loeb & Loeb beginning on October 24, 2023, Mr. Perez began a dialogue with Mr. Tadi with respect to an amendment to the Patent Purchase Agreement which led to a first draft on November 6, 2023. Mr. Perez requested an amendment primarily because he determined, upon the advice of counsel, that closing a de-SPAC transaction would likely take longer than the original February 2024 payment date for the Contributed Assets. In addition, Mr. Perez objected to a $1.00 buy-back right for the Assigned Patent Rights, if Genesis SPAC does not pay the purchase price of $21 million by May 31, 2024. These were the only two negotiating points with respect to the Patent Purchase Agreement amendment.

Also, in November 2023, Mr. Perez inquired of Mr. Tadi about the progress of the KISSPatent fairness opinion with respect to the Contributed Assets. As stated above, it was Mr. Perez’ intention to employ the Contributed Assets in a de-SPAC transaction involving Genesis SPAC, and he that a fairness opinion would be required for eventual inclusion in proxy materials. In the days leading up to November 13, 2023 Mr. Perez had several telephone calls with Dr. D’vorah Graeser, the CEO and founder of KISSPatent, wherein they discussed her expertise, her familiarity with the Contributed Assets, as well as the material terms of the Business Combination. On November 13, 2023 KISSPatent delivered its draft fairness opinion to Mr. Tadi and Mr. Perez. Upon review, Mr. Perez determined that the opinion supported the valuation of the Contributed Assets and determined not to negotiate the $21 million purchase price. Mr. Perez did, however, ask that the opinion (a) be addressed to the board of directors of Genesis SPAC and (b) address the fairness of the acquisition of the Contributed Assets to the public shareholders of Genesis SPAC.

On November 14, MindMaze and Genesis Sponsor executed the amendment to the Patent Purchase Agreement which removed the $1.00 buy-back right and extended the due date for the MindMaze IP Purchase Price to May 31, 2024.

From November 14, 2023 through November 16, 2023, the Assignment of Patens and disclosure schedules pursuant to the Agreement were prepared by Loeb & Loeb and delivered to the Mr. Perez and Mr. Tadi. Also during the week of November 13, 2023, Mr. Perez had regular telephone conferences with the other Genesis SPAC Board members, Messrs. Habib and Lahyani, apprising them of the status of his negotiations and informing them that finalization of materials for the Agreement was in sight. On November 17, 2023, KISSPatent delivered its signed fairness opinion to Genesis SPAC. The fairness opinion includes a valuation report with respect to the Contributed Assets and the opinion concludes that the acquisition of the Contributed Assets is fair and equitable to the public shareholders of Genesis SPAC. KISSPatent’s services were paid for by MindMaze.

At 8:00 a.m., New York City time, on November 17, 2023, all three members of the Genesis SPAC Board convened via teleconference to discuss the transaction and review the terms of the Agreement and the annexes thereto, including the fairness opinion and valuation report. At this meeting the board unanimously approved the transaction and prepared written resolutions.

On November 20, 2023, the board of directors of Genesis SPAC reconvened to reconfirm their prior approval and execute written board resolution that approved the Business Combination Agreement, and the transactions contemplated thereby, and resolved to recommend that the shareholders of Genesis SPAC approve and adopt the Business Combination Agreement and the transactions contemplated thereby.

Genesis SPAC Board’s Reasons for Approval of the Business Combination

The Genesis SPAC Board, comprised of Eyal Perez, who also acts as Chief Executive Officer and Chief Financial Officer of Genesis SPAC, Michael Lahyani, who also acts as Chief Strategy Officer and President of Genesis SPAC, and Cem Habib, who is the only independent director on the Genesis SPAC board, in evaluating the transaction with Genesis Sponsor, consulted with its legal counsel and KISSPatent Europe BV. Genesis SPAC’s management led the financial and valuation analysis of the Contributed Assets and Obligations. In reaching its conclusion (i) that the Agreement and the transactions contemplated thereby are fair to and in the best interests of Genesis SPAC and most likely to promote the success of Genesis SPAC for the benefit of its shareholders as a whole, (ii) to approve and declare advisable the Agreement and the transactions contemplated thereby, and (iii) to resolve to recommend

approval of the Agreement (including the Business Combination) and the other proposals presented to Genesis SPAC’s shareholders the Genesis SPAC Board considered and evaluated a number of factors, including, but not limited to, the factors discussed below. In light of the number and wide variety of factors considered in connection with its evaluation of the Business Combination, the Genesis SPAC Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision. The Genesis SPAC Board viewed its decision as being based on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of Genesis SPAC Board’s reasons for the Business Combination and all other information presented in this section is forward-looking in nature and subject to numerous risks many of which are not within the control of Genesis SPAC and Genesis Sponsor, and therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors.”

The members of Genesis SPAC’s management team and the Genesis SPAC Board are well-qualified to evaluate the transaction with the Sponsor. They have significant transactional experience. Genesis SPAC’s management team and the Genesis SPAC Board also include individuals with experience in executive management of multinational companies and in investing in companies in the healthcare sector.

The Genesis SPAC Board considered a number of factors pertaining to the Business Combination as generally supporting its decision to enter into the Agreement and the transactions contemplated thereby, including but not limited to, the following material factors:

•        Considerations Relating to the Contributed Assets and Obligations.

•        Duties.    The general duties of the Genesis SPAC Board under Cayman Islands law and their fiduciary duties owed to Genesis SPAC.

•        Solvency.    Genesis SPAC’s solvency position both pre and post entry into the agreements identified herein.

•        Financial analysis conducted by Genesis SPAC Management.    The financial analysis conducted by Genesis SPAC management team and reviewed by the Genesis SPAC Board supported the valuation of the Contributed Assets and Obligations, in particular the MindMaze IP Purchase Price.

•        Fairness opinion of KISSPatent Europe BV.    The Genesis SPAC Board considered the opinion delivered by KISSPatent Europe BV to the Genesis SPAC Board, as of the date of meeting of the Genesis SPAC Board approving the Agreement, and subject to and based upon the assumptions made, procedures followed, matters considered, limitations of the review undertaken and qualifications therein, the consideration to be paid by pursuant to the Agreement was fair, from a financial point of view, to Genesis SPAC shareholders.

•        Benefits Not Achieved.    The risk that the potential benefits of the Business Combination may not be fully achieved, or may not be achieved within the expected timeframe.

•        Liquidation of Genesis SPAC.    The risks and costs to Genesis SPAC if the Business Combination is not completed, including the risk of diverting management focus and resources from other business combination opportunities, which could result in Genesis SPAC being unable to effect a business combination by the completion deadline and forcing Genesis SPAC to liquidate in accordance with the Articles.

•        Exclusivity.    The fact that the Agreement includes an exclusivity provision that prohibits Genesis SPAC from soliciting other business combination proposals and restricts Genesis SPAC’s ability to consider other potential business combinations until the Effective Time or the termination of the Agreement.

•        Shareholder Votes.    The risk that Genesis SPAC’s shareholders may fail to pass the respective affirmative votes necessary to effect the Business Combination (and the other related transaction proposals).

•        Closing Conditions.    The fact that completion of the Business Combination is conditioned on the satisfaction of certain closing conditions that are not within Genesis SPAC’s control.

•        Litigation.    The possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely delay consummation of the Business Combination.

•        Tax Consequences.    The Genesis SPAC Board considered the potential tax consequences of the Business Combination. Please see the sections titled “U.S. Federal Income Tax Considerations” and “Cayman Islands Tax Considerations.”

•        Potential Conflicts.    The Genesis SPAC Board considered the potential additional or different conflicts of interests of Genesis SPAC’s directors, executive officers, Genesis Sponsor and its affiliates. The Genesis SPAC Board, including Genesis SPAC’s independent directors, with their outside counsel, reviewed and considered these interests in evaluating and approving, as members of the Board, the Agreement and the transactions contemplated thereby, including the Merger. See “The Business Combination — Interests of Certain Persons in the Business Combination — Interests of Genesis Sponsor and Genesis SPAC’s Directors and Officers”.

•        Fees and Expenses.    The fees and expenses associated with completing the Business Combination.

The Genesis SPAC Board also considered various uncertainties and risks and other potentially negative factors concerning the Business Combination, including, but not limited to, the following:

•        Macroeconomic Risks.    Macroeconomic uncertainty and the effects it could have on the Post-Combination Company’s revenues.

•        Benefits Not Achieved.    The risk that the potential benefits of the Business Combination may not be fully achieved, or may not be achieved within the expected timeframe.

•        Liquidation of Genesis SPAC.    The risks and costs to Genesis SPAC if the Business Combination is not completed, including the risk of diverting management focus and resources from other business combination opportunities, which could result in Genesis SPAC being unable to effect a business combination by December 13, 2024 and force Genesis SPAC to liquidate.

•        Exclusivity.    The fact that the Contribution and Business Combination Agreement includes an exclusivity provision that prohibits Genesis SPAC from soliciting other business combination proposals, which except for limited circumstances (related to the receipt of an unsolicited business combination proposal) restricts its ability to consider other potential business combinations prior to the earlier of the consummation of the Business Combination and the termination of the Contribution and Business Combination Agreement.

•        Redemption Risk.    The potential risk that a significant number of Genesis SPAC’s shareholders elect to redeem their shares prior to the consummation of the Business Combination and pursuant to Genesis SPAC’s amended and restatement memorandum and articles of association, which would potentially make the Business Combination more difficult or impossible to complete.

•        Closing Conditions.    The fact that completion of the Business Combination is conditioned on the satisfaction of certain Closing conditions that are not within Genesis SPAC’s control.

•        Litigation.    The possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the Business Combination.

•        Fees and Expenses.    The fees and expenses associated with completing the Business Combination.

•        the fact that Genesis Sponsor and certain of Genesis SPAC’s directors and officers is a member of Genesis Sponsor or has a direct or indirect economic interest in Genesis Sponsor;

•        the fact that all of Genesis SPAC’s directors will become directors of the Post-Combination Company;

•        the fact that Genesis Sponsor and Genesis SPAC’s directors and officers have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if Genesis SPAC fails to complete an initial business combination by the specified deadline;

•        the fact that, prior to the closing of the Business Combination, Genesis SPAC intends to enter into a warrant exchange agreement with Genesis Sponsor, pursuant to which, in connection with the closing of the Business Combination, 8,875,000 private placement warrants will be cancelled in full and, in consideration therefor, Genesis SPAC will issue an aggregate 227,725,625 Class A ordinary shares to Genesis Sponsor on a private placement basis;

•        the fact that if the Trust Account is liquidated, including if Genesis SPAC is unable to complete an initial business combination within the required time period, Genesis Sponsor has agreed to indemnify Genesis SPAC to ensure that the proceeds in the Trust Account are not reduced below $10.20 per public share, or such lesser per public share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which Genesis SPAC has entered into an acquisition agreement or claims of any third party (other than the independent public accountants) for services rendered or products sold to Genesis SPAC, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account;

•        the continuation of the directors’ and officers’ liability insurance after the Business Combination;

•        the fact that if an initial business combination is not consummated within the required time period, in addition to Genesis Sponsor and Genesis SPAC’s officers and directors losing their entire investment in Genesis SPAC, they will not be reimbursed for any out-of-pocket expenses;

Assuming the exercise and conversion of all securities, the sponsor and its affiliates’ total potential ownership interest in the combined company would be 227,725,625 ordinary shares, or 94.5% of the total outstanding ordinary shares. Accordingly, based on the closing price of Genesis SPAC’s ordinary shares of $12.00 on the OTC as of March 18, 2024, Genesis Sponsor and its affiliates’ total potential ownership interest in the combined company would be $2,732,707,500.

The approximate dollar value of Genesis Sponsor’s interest in the Business Combination, based on the transaction value determined (the $21 million MindMaze IP Purchase Price), is $19.9 million.

In addition to Genesis Sponsor and its affiliates’ total potential ownership interest in the combined company, Genesis Sponsor and its affiliates have approximately $11.43 million at risk that depends upon the completion of a business combination, comprised of $8,875,000 paid by Genesis Sponsor for the Private Placement Warrants and $2,530,000 that is owed to Genesis Sponsor under the Note. There are no fees contingent upon a business combination payable to Genesis Sponsor’s affiliates upon consummation of the Business Combination. The foregoing interests present a risk that Genesis Sponsor and its affiliates will benefit from the completion of a business combination, including in a manner that may not be aligned with Genesis SPAC Public Shareholders. As such, Genesis Sponsor may be incentivized to complete an initial business combination with a less favorable target company or on terms less favorable to Genesis SPAC Public Shareholders rather than liquidate.

These interests may influence the Genesis SPAC Board in making their recommendation that (i) Genesis SPAC shareholders vote in favor of the approval of the Business Combination Proposal and the other proposals to be voted on at the Shareholder Extraordinary General Meeting.

The Genesis SPAC board is comprised of Eyal Perez, who also acts as Chief Executive Officer and Chief Financial Officer of Genesis SPAC, Michael Lahyani, who also acts as Chief Strategy Officer and President of Genesis SPAC, and Cem Habib, who is the only independent director on the Genesis SPAC board. The Genesis SPAC Board considered, among other things, the interests that Genesis Sponsor and Genesis SPAC’s directors and officers have in the transaction, the $21 million MindMaze Purchase Price, and the opinion and valuation report of KISSPatent with respect to the Contributed Assets in recommending to the Genesis SPAC Public Shareholders that they approve the proposals to be presented.

Emerging Growth Company

Following the Business Combination, the Post-Combination Company will be an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of Sarbanes-Oxley Act, the reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and the exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

The Post-Combination Company will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our IPO, (b) in which the Post-Combination Company has total annual gross revenue of at least $1.235 billion (as adjusted for inflation pursuant to SEC rules from time to time), or (c) in which the Post-Combination Company is deemed to be a large accelerated filer, which means the market value of its common stock that is held by non-affiliates equals or exceeds $700 million as of the prior June 30th, and (2) the date on which it has issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” have the meaning associated with it in the JOBS Act.

Redemption Rights

Pursuant to the Genesis SPAC Articles, holders of Genesis SPAC Public Shares may elect to have their shares redeemed for cash at the applicable redemption price per share equal to the quotient obtained by dividing (i) the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest earned on the Trust Account and other income earned on the funds held in the Trust Account and not previously released to Genesis SPAC to pay its income taxes (if any), by (ii) the total number of then-outstanding Genesis SPAC Public Shares. However, a Genesis SPAC Public Shareholder, together with any of its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the Genesis SPAC Class A Ordinary Shares included in the Genesis SPAC Public Units sold in the Genesis SPAC IPO without Genesis SPAC’s prior consent.

If a holder exercises its redemption rights, then such holder will be exchanging its Genesis SPAC Class A Ordinary Shares for cash and will no longer own shares of the Post-Combination Company. Such a holder will be entitled to receive cash for its Genesis SPAC Public Shares only if it properly demands redemption, identifies to Genesis SPAC the beneficial holder of the Genesis SPAC Public Shares being redeemed and delivers its shares (either physically or electronically) to Genesis SPAC’s Transfer Agent in accordance with the procedures described herein. Please see the section titled “Extraordinary General Meeting of Genesis SPAC Shareholders — Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.

Appraisal Rights

None of the holders of Genesis SPAC securities have appraisal rights in connection with the Business Combination under the Cayman Act.

THE AGREEMENT

Genesis SPAC is asking Genesis SPAC’s shareholders to adopt the Agreement and approve the Business Combination. Genesis SPAC shareholders should read carefully this proxy statement in its entirety for more detailed information concerning the Agreement, which is attached as Annex A to this proxy statement. Please see the subsection titled “The Agreement” below for additional information and a summary of certain terms of the Agreement. The following summary is qualified in its entirety by reference to the complete text of the Agreement. Genesis SPAC shareholders are urged to read carefully the Agreement in its entirety before voting on the Business Combination Proposal because it is the primary legal document that governs the Business Combination.

Genesis SPAC may consummate the Business Combination only if the Business Combination Proposal is approved by the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding Genesis SPAC Ordinary Shares represented in person via the virtual meeting platform or by proxy and entitled to vote thereon at the Shareholder Extraordinary General Meeting, assuming a quorum is present.

The Agreement

On November 20, 2023, Genesis Growth Tech Acquisition Corp., a Cayman Islands exempted company (“Genesis SPAC”), entered into that certain Contribution and Business Combination Agreement (the “Agreement”), by and between Genesis SPAC and Genesis Growth Tech LLC, a Cayman Islands limited liability company (“Genesis Sponsor”), pursuant to which, among other things, (a) Genesis Sponsor will contribute, transfer, convey, assign and deliver to Genesis SPAC all of Genesis Sponsor’s rights, title and interest in and to a portfolio of patents acquired by Genesis Sponsor pursuant to that certain Patent Purchase Agreement, effective as of September 21, 2023 (as amended by the First Amendment to Patent Sale Agreement dated November 14, 2023 and as it may be further amended from time to time, the “Patent Purchase Agreement”), by and between Genesis Sponsor and MindMaze Group SA, a Swiss corporation (“MindMaze”), and which includes (i) the Assigned Patent Rights, including the Additional Rights, as such terms are defined in the Patent Purchase Agreement, and (ii) all other intellectual property rights acquired by the Sponsor under the Patent Purchase Agreement, and (b) Genesis SPAC will pay to Genesis Sponsor one thousand dollars ($1,000) and will assume and agree to perform and discharge all of Genesis Sponsor’s obligations under the Patent Purchase Agreement, including the obligation to pay to MindMaze a purchase price of $21 Million (the “MindMaze IP Purchase Price”) on or prior to May 31, 2024 and the obligation to share fifty percent (50%) of the gross amounts received under the Patent Purchase Agreement with MindMaze after the threshold amount of $44,000,000 is received by Genesis SPAC, on the terms and subject to the conditions set forth in the Patent Purchase Agreement, including that the Patent Purchase Agreement grants a worldwide royalty-free license back to the MindMaze (collectively, the “Transaction” or the “Business Combination).

Genesis Sponsor is the sponsor of Genesis SPAC, and currently owns 5,850,625 Class B ordinary shares of Genesis SPAC, representing approximately 91.3% of the outstanding ordinary shares of Genesis SPAC, and 8,875,000 warrants to purchase 8,875,000 Class A ordinary shares at $11.50 per share.

Pursuant to the Agreement, each of the parties to the Agreement has made customary representations, warranties and covenants in the Agreement, including covenants by Genesis Sponsor not to dispose of or otherwise encumber the assets to be sold to Genesis SPAC.

Consummation of the Transaction is subject to customary conditions, including, among other things (a) the absence of any law, order or action restraining or prohibiting the Transaction, (b) approval of the shareholders of Genesis SPAC, (c) Genesis SPAC receiving a fairness opinion that the Transaction is fair to Genesis SPAC from a financial point of view, (d) MindMaze executing an extension for the payment of the MindMaze IP Purchase Price, (e) Genesis Sponsor having caused MindMaze to execute a consent to assignment of the Patent Purchase Agreement from Genesis Sponsor to Genesis SPAC, (f) Genesis SPAC having filed amended and restated memorandum and articles of association deleting the various provisions applicable only to special purpose acquisition companies (the “Amended SPAC Articles”), and (g) Genesis SPAC having executed a warrant exchange agreement for the exchange of the private warrants owned by Genesis SPAC for ordinary shares of Genesis SPAC.

The Agreement may be terminated by Genesis SPAC and Genesis Sponsor under certain circumstances, including, among others, (a) by mutual written agreement of Genesis SPAC and Genesis Sponsor, (b) by either Genesis SPAC or Genesis Sponsor if the closing has not occurred on or before on or before the latest of (i) December 13, 2024 and (ii) if one or more extensions to a date following December 13, 2024 are obtained at the election of Genesis SPAC,

with Genesis SPAC shareholder vote, in accordance with the Genesis SPAC’s amended and restated memorandum and articles of association, the last date for Genesis SPAC to consummate a Business Combination pursuant to such extensions and (c) by either Genesis SPAC or Genesis Sponsor if the Transaction is prohibited or made illegal by a final, nonappealable governmental order or law.

The board of directors of Genesis SPAC has unanimously (a) approved and declared advisable the Agreement and the transactions contemplated by the Agreement, (ii) determined that the Transaction constitutes a “Business Combination” (as such term is defined in the amended and restated memorandum and articles of association of Genesis SPAC), and (b) resolved to recommend approval of the Agreement and related matters by Genesis SPAC’s shareholders.

Genesis SPAC expects to file proxy materials as promptly as practicable after the date of the Agreement for the purpose of soliciting proxies from holders of Genesis SPAC’s ordinary shares sufficient to obtain shareholder approval of the Agreement and the transactions contemplated by the Agreement, and the Amended SPAC Articles, at a meeting of holders of Genesis SPAC’s ordinary shares to be called and held for such purpose. The closing is expected to occur following the fulfillment or waiver of the closing conditions set forth in the Agreement.

A copy of the Agreement is attached hereto as Annex A. The foregoing description of the Agreement is qualified in its entirety by reference thereto. The Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating such agreement. The representations, warranties and covenants in the Agreement are also modified in important part by the underlying disclosure schedules which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to stockholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts. Genesis SPAC and Genesis Sponsor do not believe that these schedules contain information that is material to an investment decision.

INFORMATION ABOUT GENESIS SPAC

General

Genesis SPAC is a blank check company incorporated on March 17, 2021 as a Cayman Islands exempted company limited by shares and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (an “initial business combination”). Although Genesis SPAC is not limited to a particular industry or geographic region for purposes of consummating an initial business combination, Genesis SPAC has focused its search on companies operating within the Consumer Internet Industry with a geographical presence in Europe, Israel, the United Arab Emirates or the United States. Genesis SPAC also has neither engaged in any operations nor generated any revenue to date. Based on Genesis SPAC’s business activities, Genesis SPAC is a “shell company” as defined under the Exchange Act because Genesis SPAC has no operations and nominal assets consisting solely of cash and/ or cash equivalents.

Genesis SPAC’s principal place of business is located at Bahnhofstrasse 3, Hergiswil Nidwalden, Switzerland and its telephone number is +41 78 607 99 01.

On May 26, 2021, Genesis Sponsor purchased 7,187,500 Founder Shares for $25,000, or approximately $0.003 per share. The Genesis SPAC Class B Ordinary Shares comprising the Founder Shares are identical to Genesis SPAC Class A Ordinary Shares included in the Genesis SPAC Public Units sold in the Genesis SPAC IPO except that the Genesis SPAC Class B Ordinary Shares are convertible under the circumstances described below. The Founder Shares included an aggregate of up to 750,000 shares subject to forfeiture by Genesis Sponsor depending on the extent to which the underwriters’ over-allotment is exercised. As a result of the underwriters’ election to fully exercise their over-allotment option, no Founder Shares were forfeited. On September 20, 2021, Genesis Sponsor surrendered an aggregate of 1,437,500 Founder Shares to Genesis SPAC’s capital for no consideration, resulting in Genesis Sponsor holding an aggregate of 5,750,000 Founder Shares. On December 3, 2021, Genesis Sponsor agreed to transfer to Nomura Securities an aggregate of 431,250 Founder Shares at Genesis Sponsor’s original purchase price. On December 8, 2021, Genesis SPAC effected a share capitalization pursuant to which Genesis SPAC issued an additional 575,000 Founder Shares to Genesis Sponsor and also transferred to Nomura Securities an additional 43,125 Founder Shares. As a result, currently, Genesis Sponsor holds 5,850,625 Founder Shares and Nomura Securities holds 474,375 Founder Shares.

On December 13, 2021, Genesis SPAC consummated the Genesis SPAC IPO of 25,300,000 Genesis SPAC Public Units, including 3,300,000 Genesis SPAC Public Units subsequently issued on December 21, 2021 pursuant to the full exercise of the underwriters’ over-allotment option. Each Genesis SPAC Public Unit consists of one Genesis SPAC Public Share, and one-half of one Genesis SPAC Public Warrant, each whole Genesis SPAC Public Warrant entitling the holder thereof to purchase one Genesis SPAC Class A Ordinary Share at an exercise price of $11.50. The Genesis SPAC Public Units were sold, in the Genesis SPAC IPO, at a price of $10.00 per unit, generating gross proceeds to Genesis SPAC of $253,000,000. Simultaneously with the Genesis SPAC IPO Closing Date, Genesis SPAC completed the private placement of an aggregate of 8,875,000 Genesis SPAC Private Placement Warrants to Genesis Sponsor, including 825,000 Genesis SPAC Private Placement Warrants subsequently issued substantially concurrently with the full exercise of the underwriters’ over-allotment option, at a price of $1.00 per Genesis SPAC Private Placement Warrant, each exercisable to purchase one whole Genesis SPAC Class A Ordinary Share at $11.50 per share, generating gross proceeds to Genesis SPAC of $8,875,000. The Genesis SPAC Private Placement Warrants have terms and provisions that are identical to those of the Genesis SPAC Public Warrants, except that Genesis Sponsor has agreed not to transfer, assign or sell any of the Genesis SPAC Private Placement Warrants (except to certain permitted transferees) until 30 days after the completion of Genesis SPAC’s initial business combination. The Genesis SPAC Private Placement Warrants may also be net cash settled and are not redeemable so long as they are held by Genesis Sponsor or its permitted transferees. The sale of the Genesis SPAC Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

On December 13, 2021, a total of $256,795,000, comprised of $253,000,000 of the proceeds from the Genesis SPAC IPO, and $3,795,000 of the proceeds from the sale of the Genesis SPAC Private Placement Warrants, was placed in the Trust Account with Continental Stock Transfer & Trust Company, acting as trustee. On December 21, 2021, the

issuance by Genesis SPAC of 3,300,000 Genesis SPAC Public Units at a price of $10.00 per unit pursuant to the full exercise of the underwriters’ over-allotment option resulted in gross proceeds of $33,000,000 being placed in the Trust Account.

Substantially concurrently with the sale of the Genesis SPAC Public Units pursuant to the full exercise of the underwriters’ over-allotment option, Genesis SPAC completed a private placement with Genesis Sponsor for an additional 825,000 Genesis SPAC Private Placement Warrants at a price of $1.00 per warrant, generating gross proceeds to Genesis SPAC of $825,000. Except with respect to interest and other income earned on the funds held in the Trust Account that may be released to Genesis SPAC to pay income taxes, if any, the proceeds from the Genesis SPAC IPO will not be released from the Trust Account until the earliest of (i) the consummation of the Business Combination; (ii) the redemption of any Genesis SPAC Public Shares properly tendered in connection with a shareholder vote to amend the Genesis SPAC Articles (A) to modify the substance or timing of Genesis SPAC’s obligation to redeem 100% of the Genesis SPAC Public Shares if Genesis SPAC does not complete an initial business combination by December 13, 2024, unless Genesis SPAC amends the Genesis SPAC Articles (which requires the affirmative vote of at least a two-thirds majority of the votes cast by the holders of the issued and outstanding Genesis SPAC Ordinary Shares, present in person or represented by proxy and entitled to vote thereon at an extraordinary general meeting, or by unanimous written resolutions) or (B) with respect to any other provisions relating to shareholders’ rights or pre-initial business combination activity; and (iii) the redemption of 100% of the Genesis SPAC Public Shares if Genesis SPAC is unable to complete an initial business combination by December 13, 2024, unless Genesis SPAC amends the Genesis SPAC Articles (which requires the affirmative vote of at least a two-thirds majority of the votes cast by the holders of the issued and outstanding Genesis SPAC Ordinary Shares, present in person or represented by proxy and entitled to vote thereon at an extraordinary general meeting, or by unanimous written resolutions).

On January 31, 2022, Genesis SPAC announced that the holders of Genesis SPAC Public Units may elect to separately trade the Genesis SPAC Class A Ordinary Shares and Genesis SPAC Public Warrants included in the Genesis SPAC Public Units commencing January 31, 2022, on Nasdaq under the symbols “GGAA” and “GGAW,” respectively.

On November 20, 2023, the Nasdaq Stock Market LLC (the “Exchange”) filed a Form 25 with the SEC to remove from listing the securities of Genesis SPAC, effective at the opening of the trading session on November 30, 2023. Based on review of information provided by the Company, Nasdaq Staff determined that the Company no longer qualified for listing on the Exchange pursuant to Listing Rules 5452(a)(1) and 5452(a)(2)(C). Genesis SPAC’s units, ordinary shares and warrants now trade on the OTC under the symbols OTCPK: GGAUF, GGAAF and GGAWF, respectively. Those Genesis SPAC Public Units not separated will continue to trade on the OTC under the symbol “OTCPK:GGAUF” and each of the Genesis SPAC Class A Ordinary Shares and Genesis SPAC Public Warrants that are separated trade under the symbols “GGAF” and “GGAWF,” respectively, until the Closing.

On August 26, 2022, Genesis SPAC and Biolog-ID, a société anonyme organized under the laws of France (“Target B”), entered into a Business Combination Agreement (the “Target B BCA”). The Target B BCA had contemplated that Genesis SPAC and Target B would engage in a series of transactions pursuant to which, among other transactions, Genesis SPAC would merge with and into Target B, with Target B continuing as the surviving entity upon the closing of the transactions contemplated by the Target B BCA. Effective as of March 6, 2023 and in accordance with Section 7.1(a) of the Target B BCA, Genesis SPAC and Target B mutually agreed to terminate the Target B BCA, pursuant to a termination agreement by and between the two parties.

On December 9, 2022 (to facilitate the completion of the business combination with Target B), Genesis Sponsor, on Target B’s behalf, deposited into the Trust Account $2,530,000 in cash in order to extend the date by which Genesis SPAC must consummate a business combination. On July 19, 2023, Genesis SPAC entered into an Extension Promissory Note with Genesis Sponsor to document the repayment of the extension payment (the “Note”). The Note does not bear interest and is payable upon the earlier of demand and the liquidation of the Company and if a business combination is not consummated, the Note will be repaid solely to the extent that Genesis SPAC has funds available to it outside of the Trust Account.

On May 22, 2023, Genesis SPAC; GGAC Merger Sub, Inc., a Florida corporation and newly formed wholly-owned subsidiary of Genesis SPAC (“Merger Sub”); Eyal Perez, solely in his capacity as the representative for the shareholders of Genesis SPAC (other than the shareholders of NextTrip (as defined below)) (the “Purchaser Representative”); NextTrip Holdings, Inc., a Florida corporation (“Target C”); and William Kerby, solely in his capacity as the representative for Target B’s shareholders as discussed in the Plan of Merger (defined below)(the “Seller Representative”), entered into an Agreement and Plan of Merger (the “Plan of Merger”).

The Plan of Merger had contemplated that Genesis SPAC and Target C would engage in a series of transactions pursuant to which, among other transactions, Merger Sub would merge with and into Target C, with Target C continuing as the surviving entity upon the closing of the transactions contemplated by the Plan of Merger, and becoming a wholly-owned subsidiary of Genesis SPAC.

Effective as of August 16, 2023 and in accordance with Section 7.1(a) of the Plan of Merger, Genesis SPAC and Target C mutually agreed to terminate the Plan of Merger, pursuant to the terms of a termination agreement entered into by and between the two parties.

Nasdaq Delisting

On November 20, 2023, the Nasdaq Stock Market LLC (the “Exchange”) filed a Form 25 with the SEC to remove from listing the securities of Genesis SPAC, effective at the opening of the trading session on November 30, 2023. Based on review of information provided by the Company, Nasdaq Staff determined that the Company no longer qualified for listing on the Exchange pursuant to Listing Rules 5452(a)(1) and 5452(a)(2)(C).

Genesis SPAC was notified of the Staff determination on July 14, 2023. On July 21, 2023, Genesis SPAC exercised its right to appeal the Staff determination to the Listing Qualifications Hearings Panel (Panel) pursuant to Rule 5815. A Panel hearing was held on September 14, 2023. On October 2, 2023, upon review of the information provided by Genesis SPAC, the Panel issued a decision denying Genesis SPAC continued listing and notified the Company that trading in the Company securities would be suspended on July 25, 2023.

Genesis SPAC did not appeal the Panel decision to the Nasdaq Listing and Hearing Review Council (Council) and the Council did not call the matter for review. The Staff determination to delist Genesis SPAC became final on November 16, 2023.

Genesis SPAC’s units, ordinary shares and warrants now trade on the OTC under the symbols OTCPK: GGAUF, GGAAF and GGAWF, respectively.

Submission of the Business Combination to a Shareholder Vote

The Shareholder Extraordinary General Meeting to which this proxy statement relates is to solicit Genesis SPAC shareholder approval of the Business Combination. Unlike many other blank check companies, Genesis SPAC Public Shareholders are not required to vote against the Business Combination in order to exercise their redemption rights. If the Business Combination is not completed, then Genesis SPAC Public Shareholders electing to exercise their redemption rights will not be entitled to receive such payments. Genesis Sponsor has agreed to vote its Founder Shares, as well as any Genesis SPAC Public Shares purchased during or after the Genesis SPAC IPO, in favor of the Business Combination.

Limitations on Redemption Rights

A Genesis SPAC Public Shareholder, together with any of its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the Genesis SPAC Public Shares without Genesis SPAC’s prior consent. Other than the foregoing, there are no additional specified maximum redemption thresholds under the Genesis SPAC Articles. Each redemption of Genesis SPAC Public Shares will reduce the amount in the Trust Account.

Employees

Genesis SPAC currently has two officers. Members of Genesis SPAC’s management team is not obligated to devote any specific number of hours to Genesis SPAC’s matters but they intend to devote as much of their time as they deem necessary to Genesis SPAC’s affairs until Genesis SPAC has completed an initial business combination.

MANAGEMENT OF GENESIS SPAC AND
OF THE POST-COMBINATION COMPANY

Directors and Officers

Genesis SPAC’s current directors and officers are as follows:

Eyal Perez has been a member and Chairman of the Genesis SPAC Board, Genesis SPAC’s Chief Executive Officer and Genesis SPAC’s Chief Financial Officer since March 2021, and is currently the Principal and Founder of Genesis Advisors. Mr. Perez began his career at Bedrock Advisors as a research analyst and portfolio manager running investment portfolios in excess of $3 billion across multiple asset classes. He rose to the level of Executive Vice President and founded Bedrock Group’s asset management arm while driving and overseeing significant growth across the firm’s alternative asset management activities. In this capacity, he oversaw several significant technology-focused pre-IPO investments, including Snapchat (IPO in March 2017), Dropbox (IPO in March 2018), Hortonworks (IPO in December 2014; merger with Cloudera in January 2019) and later-stage investments, including Adyen (IPO in June 2018) and Slack (IPO in June 2019, acquisition by Salesforce in July 2021). After Bedrock Advisors, Mr. Perez founded Genesis Advisors, a hedge fund advisory and seeding firm focusing on special situation investing, alternative asset management and growth equity. At Genesis Advisors, Mr. Perez has raised $1.5 billion in capital from prominent alternative asset allocators acting as Sponsor of various investment vehicles over a five year period. As a prolific proponent of liquid alternatives, he also structured and seeded the first alternative Undertakings for the Collective Investment in Transferable Securities (“UCITS”) vehicle for each of TCW Group and Advent Capital Management. Through his extensive network, Mr. Perez has cultivated deep relationships with unique pockets of institutional capital that have shown an appetite to invest across the entire capital structure continuum, from the front-end IPO to later stage PIPE transactions. Mr. Perez holds a Bachelor of Science in Business Administration from HEC Geneva, a Master of Science in Finance from the University of Geneva and is a Chartered Alternative Investment Analyst (“CAIA®”) Charterholder.

Mr. Perez is also the sole Manager and Managing Member of Genesis Sponsor.

Michael Lahyani has been a member and Co-Executive Chairman of the Genesis SPAC Board, Genesis SPAC’s Chief Strategy Officer and Genesis SPAC’s President since March 2021, and is the founder and Chief Executive Officer of Property Finder, the first and leading digital real estate and classifieds portal in MENA. Mr. Lahyani also serves as the Chairman of the Board of Directors of Dubicars.com and as a member of the Board of Directors of Hosco.com, Zingat.com and Foxstone.ch, all of which operate in the Consumer Internet industry. Mr. Lahyani began his career at PricewaterhouseCoopers in Geneva, Switzerland in 2002. In 2005, Mr. Lahyani founded Property Finder in Dubai and competed against major newspaper Gulf News, which maintained a dominant position within the real estate classifieds space in the region. In 2007, Mr. Lahyani sold a 51% interest in Property Finder to the ASX-listed REA Group, after which he remained CEO and pivoted the business model towards online channels, creating the first digital real estate marketplace in the MENA region. In 2009, during the Global Financial Crisis, Mr. Lahyani bought out REA Group’s interest in Property Finder and became the sole owner of Property Finder. He eventually led the company to become the number one destination for real estate listings, overtaking Gulf News and well-funded online competitor Dubizzle, which is backed by Euronext-listed Naspers Ltd, a global internet and entertainment group. Mr. Lahyani then helped drive Property Finder’s expansion into Qatar, Bahrain, Egypt, Saudi Arabia and Turkey through organic and inorganic channels. Mr. Lahyani closed a total of five strategic acquisitions, securing the number one position in four of the six markets in which Property Finder operates. In 2019, Mr. Lahyani raised $120 million for Property Finder from General Atlantic at an enterprise valuation of nearly $500 million and is on track to continue growing revenues greater than 30% annually. Property Finder today is EBITDA positive and employs over 450 professionals, including former senior executives from Facebook, Google, Pepsi, P&G and McKinsey & Company. Property Finder has been named Arabian Business Start-Up ‘SME of the Year’, SME ‘Online Business of the Year’, the winner of the Frost & Sullivan Middle East Customer Value award and winner/placing in ‘Dubai SME 100’. Mr. Lahyani is also a limited partner in General Atlantic, Sprints Capital

and BECO Capital, giving him unique access to their portfolio companies and Founders. Additionally, Mr. Lahyani invests in startup technology companies directly or through Merro, an investment vehicle he co-founded with two partners that invests in online marketplace businesses globally. Mr. Lahyani co-invested alongside General Atlantic when they acquired Hemnet, a proptech company that recently conducted an IPO on the Nasdaq Stockholm stock exchange, and, more recently, Fresha, a well-funded beauty and wellness booking platform and marketplace. Mr. Lahyani was also an early investor in Quinto Andar, a leading rental platform in Brazil recently valued at $4 billion, and Kitopi, a managed cloud kitchen platform in the United Arab Emirates that raised $400 million in July 2021. Mr. Lahyani is a regular speaker at the Harvard Business Conference and the first Endeavor Entrepreneur of the UAE Chapter, a non-profit organization that supports entrepreneurship. He was awarded Middle East CEO of the year in 2016 by CEO Magazine. Mr. Lahyani holds a Bachelor and Master in Business Administration in Finance from HEC Lausanne.

Cem Habib has served as a member of the Genesis SPAC Board since December 13, 2021, and has been running his own investment portfolio and advising some of the largest family offices in the world on their global investments since 2016. Mr. Habib has also invested in a number of late-stage online marketplace companies over the past few years that have experienced successful IPOs, including Amwell, AirBNB, DIDI and others. Previously, he was CEO of SB Capital UK Limited, the FCA regulated UK affiliate of Skybridge, a leading boutique investment bank in Central Asia that has executed some of the largest financial advisory and capital markets transactions in the region. He was previously a Partner at Cheyne Capital Management, one of the largest alternative investment managers in Europe, until 2010. Cheyne Capital had acquired AltEdge Capital (UK) Limited, a fund of hedge funds manager, where Mr. Habib was a Principal, Portfolio Manager, Head of Research, Director and member of the Investment Committee. Mr. Habib was one of the founding members of AltEdge in 2001 and has extensive experience in the alternative investment management industry. He started his career in 1996 at the Millburn Corporation, a hedge fund that started trading in 1971 and is one of the longest running alternative investment managers. At Millburn Corporation, Mr. Habib focused on computerized trading systems, holding various positions during his five year tenure at the company. Mr. Habib holds a Bachelor of Arts in International Business and a Bachelor of Science in Finance from the Kogod School of Business, American University in Washington, D.C.

On November 9, 2022, Genesis SPAC filed with the SEC a Current Report on Form 8-K disclosing that, on November 8, 2022, the Genesis SPAC Board accepted the resignations of (i) Mr. Pierre Etienne Lallia and Mr. Massimo Prelz-Oltramonti as Genesis SPAC Board members and (ii) Mr. Simon Baker as a Genesis SPAC Board member (including his position as Co-Executive Chairman of the Board) and as Genesis SPAC’s Chief Operating Officer and Executive Head of M&A. Mr. Lallia and Mr. Prelz-Oltramonti each served on the Genesis SPAC Board’s Audit Committee with Mr. Prelz-Oltramonti also serving on the Genesis SPAC Board’s Compensation Committee and Nominating Committee. The decisions of Mr. Lallia, Mr. Prelz-Oltramonti and Mr. Baker to resign as, as applicable, a director and executive officer (in the case of Mr. Baker), was not the result of any dispute or disagreement with Genesis SPAC on any matter relating to Genesis SPAC’s operation, policies or practices. Following these resignations, the Genesis SPAC Board is currently comprised of three members, including one independent director — Mr. Cem Habib. Mr. Habib serves on the Audit, Compensation and Nominating Committees, and the Genesis SPAC Board has designated Mr. Habib as the Audit Committee’s financial expert. Please see the section below titled “— Committees of the Genesis SPAC Board” for more information.

Number and Terms of Office of Officers and Directors

The Genesis SPAC Board currently consists of three directors and is divided into three classes, with only one class of directors being appointed in each year, and with each class (except for those directors appointed prior to Genesis SPAC’s first annual general meeting) serving a three-year term. The term of office of the first class of directors, consisting of Mr. Habib, will expire at Genesis SPAC’s first annual general meeting. The term of office of the second class of directors, which is currently vacant, will expire at Genesis SPAC’s second annual general meeting. The term of office of the third class of directors, consisting of Mr. Perez and Mr. Lahyani, will expire at Genesis SPAC’s third annual general meeting.

Genesis SPAC’s officers are appointed by the Genesis SPAC Board and serve at the discretion of the Genesis SPAC Board, rather than for specific terms of office. The Genesis SPAC Board is authorized to appoint persons to the offices set forth in the Genesis SPAC Articles as it deems appropriate.

Director Independence

An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. The Genesis SPAC Board has determined that Mr. Cem Habib is an “independent director” as defined in the Nasdaq listing standards and applicable SEC rules.

Committees of the Genesis SPAC Board

The Genesis SPAC Board has three standing committees: an audit committee, a nominating committee and a compensation committee.

Audit Committee

The Genesis SPAC Board has established an audit committee of the Genesis SPAC Board. Mr. Cem Habib serves as the sole member of Genesis SPAC’s audit committee. The Genesis SPAC Board has determined that Mr. Habib is independent. Mr. Habib is financially literate and the Genesis SPAC Board has determined that Mr. Habib qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

Genesis SPAC has adopted an audit committee charter, which details the principal functions of the audit committee, including that it is responsible for:

•        appointing or replacing a firm to serve as the independent registered public accounting firm to audit Genesis SPAC’s financial statements;

•        meeting with Genesis SPAC’s independent registered public accounting firm regarding, among other issues, audits, and adequacy of Genesis SPAC’s accounting and control systems;

•        monitoring the independence of the independent registered public accounting firm;

•        discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, Genesis SPAC’s interim and year-end operating results;

•        developing procedures for employees to anonymously submit concerns about questionable accounting or audit matters; and;

•        pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by Genesis SPAC, and establishing pre-approval policies and procedures; and

•        considering the adequacy of Genesis SPAC’s internal accounting controls and audit procedures.

Nominating Committee

The Genesis SPAC Board has established a nominating committee of the Genesis SPAC Board. Mr. Habib serves as the sole member of the nominating committee. The Genesis SPAC Board has determined that Mr. Habib is independent.

The nominating committee is responsible for overseeing the selection of persons to be nominated to serve on the Genesis SPAC Board. The nominating committee considers persons identified by its member, management, shareholders and others.

Genesis SPAC has adopted a nominating committee charter, which details the purpose and responsibilities of the nominating committee, including:

•        identifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the Genesis SPAC Board, and recommending to the Genesis SPAC Board candidates for nomination for appointment at the annual general meeting or to fill vacancies on the Genesis SPAC Board;

•        developing and recommending to the Genesis SPAC Board and overseeing implementation of our corporate governance guidelines;

•        coordinating and overseeing the annual self-evaluation of the Genesis SPAC Board, its committees, individual directors and management in the governance of Genesis SPAC; and

•        reviewing on a regular basis Genesis SPAC’s overall corporate governance and recommending improvements as and when necessary.

The nominating committee will consider a number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership on the Genesis SPAC Board. The nominating committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members.

Compensation Committee

The Genesis SPAC Board has established a compensation committee of the Genesis SPAC Board. Mr. Cem Habib serves as the sole member of the compensation committee. The Genesis SPAC Board has determined that Mr. Habib is independent.

Genesis SPAC has adopted a compensation committee charter, which details the principal functions of the compensation committee, including:

•        reviewing and approving on an annual basis the corporate goals and objectives relevant to Genesis SPAC’s chief executive officer’s compensation, evaluating Genesis SPAC’s chief executive officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of Genesis SPAC’s chief executive officer based on such evaluation;

•        reviewing and making recommendations to the Genesis SPAC Board with respect to the compensation, and any incentive compensation and equity based plans that are subject to board approval of Genesis SPAC’s other officers;

•        reviewing Genesis SPAC’s executive compensation policies and plans;

•        implementing and administering Genesis SPAC’s incentive compensation equity-based remuneration plans;

•        assisting management in complying with Genesis SPAC’s proxy statement and annual report disclosure requirements;

•        approving all special perquisites, special cash payments and other special compensation and benefit arrangements for Genesis SPAC’s executive officers and employees;

•        producing a report on executive compensation to be included in Genesis SPAC’s annual proxy statement; and

•        reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by the SEC.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires Genesis SPAC’s officers, directors and persons who beneficially own more than ten percent of Genesis SPAC Class A Ordinary Shares to file reports of ownership and changes in ownership with the SEC. These reporting persons are also required to furnish Genesis SPAC with copies of all Section 16(a) forms they file. Based solely upon a review of such forms, Genesis SPAC believes that for the year ended December 31, 2021 there were no delinquent filers.

Code of Ethics

Genesis SPAC has adopted a Code of Ethics and Business Conduct (“Code of Ethics”) applicable to Genesis SPAC’s directors, executive officers and employees. A copy of the Code of Ethics will be provided without charge upon request to Genesis SPAC in writing at Bahnhofstrasse 3, Hergiswil Nidwalden, Switzerland or by telephone at +41 78 607 99 01. Genesis SPAC intends to disclose any amendments to or waivers of certain provisions of its Code of Ethics in a Current Report on Form 8-K.

Conflicts of Interest

When considering the Genesis SPAC Board’s recommendation to vote in favor of approving the Business Combination Proposal and the other proposals described in this proxy statement, Genesis SPAC Public Shareholders should keep in mind that Genesis Sponsor and Genesis SPAC’s directors and officers have interests in such proposals that may be different from, or in addition to (and which may conflict with), the interests of Genesis SPAC Public Shareholders generally. The Genesis SPAC Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Business Combination, and in recommending to the Genesis SPAC Public Shareholders that they approve the proposals to be presented to the Genesis SPAC Public Shareholders. Genesis SPAC Public Shareholders should take these interests into account in deciding whether to approve the proposals set forth in this proxy statement.

These interests include, among other things:

•        the fact that (i) Genesis Sponsor paid approximately $8.9 million in consideration for its Founder Shares and Genesis SPAC Private Placement Warrants comprised of (A) $25,000 for the 6,325,000 currently outstanding Founder Shares (including 474,375 Founder Shares transferred to Nomura Securities in December 2021) (i.e., approximately $0.03 per share) and (B) $8,875,000 for its 8,875,000 Genesis SPAC Private Placement Warrants (i.e., $1.00 per warrant) and (ii) all Founder Shares and Genesis SPAC Private Placement Warrants will become worthless if Genesis SPAC fails to complete an initial business combination by December 13, 2024 (which deadline has been extended by Genesis SPAC from December 13, 2022, unless Genesis SPAC amends the Genesis SPAC Articles (which requires the affirmative vote of at least a two-thirds majority of the votes cast by the holders of the issued and outstanding Genesis SPAC Ordinary Shares, present in person or represented by proxy and entitled to vote thereon at an extraordinary general meeting, or by unanimous written resolutions). The 6,325,000 Founders Shares had an aggregate market value of approximately $75.9 million based on the closing price of Genesis SPAC’s ordinary shares of $12.00 on the OTC as of March 18, 2024, and the 8,875,000 Genesis SPAC Private Placement Warrants had an aggregate market value of approximately $621,000 based on the closing price of Genesis SPAC’s warrants of $0.07 on the OTC as of March 18, 2024. Given the differential in the approximately $8.9 million aggregate purchase price that Genesis Sponsor paid for the Founder Shares and the Genesis SPAC Private Placement Warrants as compared to the price of the Genesis SPAC Public Units in the Genesis SPAC IPO, Genesis Sponsor and its affiliates will likely earn a positive rate of return on their investment even if the Genesis SPAC Public Shareholders experience a negative rate of return following the completion of the Business Combination;

•        the fact that, on December 9, 2022, Genesis Sponsor deposited $2,530,000 in cash into the Trust Account, to extend the date by which Genesis SPAC has to complete an initial business combination pursuant to its Articles of Association and on July 19, 2023, Genesis SPAC entered into an Extension Promissory Note with Genesis Sponsor to document the repayment of the extension payment

(the “Note”). The Note does not bear interest and is payable upon the earlier of demand and the liquidation of the Company and if a business combination is not consummated, the Note will be repaid solely to the extent that Genesis SPAC has funds available to it outside of the Trust Account.

•        the fact that none of Genesis SPAC’s directors and officers is required to commit their full time to Genesis SPAC’s affairs and, accordingly, they may have conflicts of interest in allocating their time among various business activities;

•        the fact that each of Genesis SPAC’s directors and officers presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such director or officer is or will be required to present a business combination opportunity to such entity. Genesis SPAC does not believe, however, that the pre-existing fiduciary duties or contractual obligations of its directors and officers will materially undermine its ability to complete the Business Combination, and such pre-existing fiduciary duties and contractual obligations did not materially affect its search for an acquisition target;

•        the fact that Genesis Sponsor and Genesis SPAC’s directors and officers have agreed not to redeem any Founder Shares or Genesis SPAC Class A Ordinary Shares held by them in connection with a shareholder vote to approve a proposed initial business combination;

•        the fact that Genesis Sponsor and certain of Genesis SPAC’s directors and officers is a member of Genesis Sponsor or has a direct or indirect economic interest in Genesis Sponsor;

•        the fact that all of Genesis SPAC’s directors will become directors of the Post-Combination Company;

•        the fact that Genesis Sponsor and Genesis SPAC’s directors and officers have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if Genesis SPAC fails to complete an initial business combination by the specified deadline;

•        the fact that, prior to the closing of the Business Combination, Genesis SPAC intends to enter into a warrant exchange agreement with Genesis Sponsor, pursuant to which, in connection with the closing of the Business Combination, 8,875,000 private placement warrants will be cancelled in full and, in consideration therefor, Genesis SPAC will issue an aggregate 221,875,000 Class A ordinary shares to Genesis Sponsor on a private placement basis;

•        the fact that if the Trust Account is liquidated, including if Genesis SPAC is unable to complete an initial business combination within the required time period, Genesis Sponsor has agreed to indemnify Genesis SPAC to ensure that the proceeds in the Trust Account are not reduced below $10.20 per public share, or such lesser per public share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which Genesis SPAC has entered into an acquisition agreement or claims of any third party (other than the independent public accountants) for services rendered or products sold to Genesis SPAC, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account;

•        the continuation of the directors’ and officers’ liability insurance after the Business Combination;

•        the fact that if an initial business combination is not consummated within the required time period, in addition to Genesis Sponsor and Genesis SPAC’s officers and directors losing their entire investment in Genesis SPAC, they will not be reimbursed for any out-of-pocket expenses;

Assuming the exercise and conversion of all securities, the sponsor and its affiliates’ total potential ownership interest in the combined company would be 227,725,625 ordinary shares, or 94.5% of the total outstanding ordinary shares. Accordingly, based on the closing price of Genesis SPAC’s ordinary shares of $12.00 on the OTC as of March 18, 2024, Genesis Sponsor and its affiliates’ total potential ownership interest in the combined company would be $2,732,707,500.

The approximate dollar value of Genesis Sponsor’s interest in the Business Combination, based on the transaction value determined (the $21 million MindMaze IP Purchase Price), is $19.9 million.

In addition to Genesis Sponsor and its affiliates’ total potential ownership interest in the combined company, Genesis Sponsor and its affiliates have approximately $11.43 million at risk that depends upon the completion of a business combination, comprised of $8,875,000 paid by Genesis Sponsor for the Private Placement Warrants and $2,530,000 that is owed to Genesis Sponsor under the Note. There are no fees contingent upon a business combination payable to Genesis Sponsor’s affiliates upon consummation of the Business Combination. The foregoing interests present a risk that Genesis Sponsor and its affiliates will benefit from the completion of a business combination, including in a manner that may not be aligned with Genesis SPAC Public Shareholders. As such, Genesis Sponsor may be incentivized to complete an initial business combination with a less favorable target company or on terms less favorable to Genesis SPAC Public Shareholders rather than liquidate.

These interests may influence the Genesis SPAC Board in making their recommendation that (i) Genesis SPAC shareholders vote in favor of the approval of the Business Combination Proposal and the other proposals to be voted on at the Shareholder Extraordinary General Meeting.

The Genesis SPAC board is comprised of Eyal Perez, who also acts as Chief Executive Officer and Chief Financial Officer of Genesis SPAC, Michael Lahyani, who also acts as Chief Strategy Officer and President of Genesis SPAC, and Cem Habib, who is the only independent director on the Genesis SPAC board. The Genesis SPAC Board considered, among other things, the interests that Genesis Sponsor and Genesis SPAC’s directors and officers have in the transaction, the $21 million MindMaze IP Purchase Price, and the opinion and valuation report of KISSPatent with respect to the Contributed Assets in recommending to the Genesis SPAC Public Shareholders that they approve the proposals to be presented.

Under Cayman Islands law, directors and officers owe the following fiduciary duties:

•        duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;

•        duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;

•        directors should not improperly fetter the exercise of future discretion;

•        duty to exercise powers fairly as between different sections of shareholders;

•        duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and

•        duty to exercise independent judgment.

In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience of that director.

As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the company’s memorandum and articles of association or alternatively by shareholder approval at general meetings.

Certain of Genesis SPAC’s officers and directors presently have, and any of them in the future may have additional, fiduciary and contractual duties to other entities. As a result, if any of Genesis SPAC’s officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which they have then-current fiduciary or contractual obligations, then, subject to their fiduciary duties under Cayman Islands law, they will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before Genesis SPAC can pursue such opportunity. If these other entities decide to pursue any such opportunity, Genesis SPAC may be precluded from pursuing the same. However, Genesis SPAC does not expect these duties to materially affect Genesis SPAC’s ability to complete its initial business combination. The Genesis SPAC Articles provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty,

GENESIS SPAC’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of Genesis SPAC’s financial condition and results of operations should be read in conjunction with Genesis SPAC’s financial statements and notes to those statements included elsewhere in this proxy statement. This discussion contains forward-looking statements reflecting Genesis SPAC’s current expectations, estimates and assumptions concerning events and financial trends that may affect Genesis SPAC’s future operating results or financial position. Please see “Cautionary Note Regarding Forward-Looking Statements.” Genesis SPAC’s actual results and timing of events may differ materially from those anticipated in these forward-looking statements as a result of many factors, including but not limited to those described under “Risk Factors” and elsewhere in this proxy statement.

Overview

We are a blank check company incorporated on March 17, 2021 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. We intend to effectuate our initial Business Combination using cash from the proceeds of our Initial Public Offering and the private placement of the Private Placement Warrants, the proceeds of the sale of our shares in connection with our initial Business Combination (pursuant to forward purchase agreements or backstop agreements we may enter into), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing or other sources.

The issuance of additional shares in a business combination:

•        may significantly dilute the equity interest of investors in our Initial Public Offering, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares;

•        may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares;

•        could cause a change in control if a substantial number of our Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;

•        may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us;

•        may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants; and

•        may not result in adjustment to the exercise price of our warrants.

Similarly, if we issue debt or otherwise incur significant debt, it could result in:

•        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.

As indicated in the accompanying unaudited financial statements, as of September 30, 2023, we had a working capital deficit of approximately $3.8 million. Further, we expect to incur significant costs in the pursuit of our initial business combination. We cannot assure you that our plans to raise capital or to complete our initial business combination will be successful.

Recent Developments

Extraordinary General Meetings

On February 22, 2023, Genesis SPAC held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”), at which holders of 25,309,185 ordinary shares in Genesis SPAC were present virtually or by proxy, representing approximately 80.0% of the voting power of the 31,625,000 ordinary shares issued and outstanding entitled to vote at the Extraordinary General Meeting at the close of business on January 27, 2023, which was the record date for the Extraordinary General Meeting. At the meeting, the shareholders approved an amendment to the amended and restated memorandum and articles of association to extend the deadline to complete an initial Business Combination from March 13, 2023 to September 13, 2023 (the “Extension Amendment Proposal”).

In connection with the Extension Amendment Proposal shareholders elected to redeem 25,198,961 Class A ordinary shares in Genesis SPAC, representing approximately 99.6% of the issued and outstanding Class A ordinary shares in Genesis SPAC, for a pro rata portion of the funds in Genesis SPAC’s trust account. As a result, approximately $263,325,413.52 (approximately $10.45 per share) will be debited from Genesis SPAC’s trust account to pay such holders.

On August 31, 2023, Genesis SPAC held a second extraordinary general meeting of shareholders at which holders of 5,883,786 ordinary shares in the Company were present virtually or by proxy, representing approximately 92% of the voting power of the 6,426,039 ordinary shares issued and outstanding entitled to vote at the Extraordinary General Meeting at the close of business on August 7, 2023, which was the record date for the Extraordinary General Meeting. In connection with the Second Extension Amendment Proposal, Shareholders holding an aggregate of 19,519 Class A ordinary shares of Genesis SPAC, representing approximately 0.3% of the issued and outstanding Class A ordinary shares in Genesis SPAC, elected to redeem such shares for a pro rata portion of the funds in Genesis SPAC’s trust account. As a result, approximately $246,605.40 (approximately $12.63 per share) was debited from the Company’s trust account to pay such holders. At this meeting shareholders of the Company also proposed and approved an additional extension proposal extending the timeline in which the Company can consummate a business combination from September 13, 2023, to December 13, 2024.

Termination of Previously Planned Merger Agreement

As previously announced, on May 22, 2023, the Company, GGAC Merger Sub, Inc., a Florida corporation and newly formed wholly-owned subsidiary of Genesis SPAC (“Merger Sub”); NextTrip Holdings, Inc., a Florida corporation (“NextTrip”); and William Kerby, solely in his capacity as the representative for NextTrip’s shareholders as discussed in the Plan of Merger entered into an Agreement and Plan of Merger (the “Plan of Merger”) with the Company.

The Plan of Merger had contemplated that the Company and NextTrip would engage in a series of transactions pursuant to which, among other transactions, Merger Sub would merge with and into NextTrip, with NextTrip continuing as the surviving entity upon the closing of the transactions contemplated by the Plan of Merger, and becoming a wholly-owned subsidiary of the Company

Effective as of August 16, 2023 and in accordance with Section 7.1(a) of the Plan of Merger, Genesis SPAC and NextTrip mutually agreed to terminate the Plan of Merger, pursuant to the terms of a termination agreement entered into by and between each of the parties to the Plan of Merger (the “Termination Agreement”). Additionally, under the Termination Agreement, each of Genesis SPAC, Merger Sub and the Purchaser Representative, released NextTrip, the Seller Representative, and each of their representatives, affiliates, agents and assigns, and each of NextTrip and the Seller Representative released Genesis SPAC, Merger Sub, the Purchaser Representative, and each of their representatives, affiliates, agents and assigns, for any claims, causes of action, liabilities or damages, except for certain liabilities that survive the termination pursuant to the terms of the Plan of Merger, or for breaches of the Termination Agreement.

Execution of The Agreement

On November 20, 2023, Genesis SPAC entered into that certain Contribution and Business Combination Agreement (the “Agreement”), by and between Genesis SPAC and Genesis Growth Tech LLC, a Cayman Islands limited liability company (“Genesis Sponsor”), which is the subject of this Proxy statement. See the section titled “The Agreement” for more information.

Nasdaq Delisting

On November 20, 2023, the Nasdaq Stock Market LLC (the “Exchange”) filed a Form 25 with the SEC to remove from listing the securities of Genesis SPAC, effective at the opening of the trading session on November 30, 2023. Based on review of information provided by the Company, Nasdaq Staff determined that the Company no longer qualified for listing on the Exchange pursuant to Listing Rules 5452(a)(1) and 5452(a)(2)(C).

Genesis SPAC was notified of the Staff determination on July 14, 2023. On July 21, 2023, Genesis SPAC exercised its right to appeal the Staff determination to the Listing Qualifications Hearings Panel (Panel) pursuant to Rule 5815. A Panel hearing was held on September 14, 2023. On October 2, 2023, upon review of the information provided by Genesis SPAC, the Panel issued a decision denying Genesis SPAC continued listing and notified the Company that trading in the Company securities would be suspended on July 25, 2023.

Genesis SPAC did not appeal the Panel decision to the Nasdaq Listing and Hearing Review Council (Council) and the Council did not call the matter for review. The Staff determination to delist Genesis SPAC became final on November 16, 2023.

Genesis SPAC’s units, ordinary shares and warrants now trade on the OTC under the symbols OTCPK: GGAUF, GGAAF and GGAWF, respectively.

Results of Operations

Our entire activity since inception up to December 31, 2023, was in preparation for our formation and our Initial Public Offering, and, subsequent to our Initial Public Offering, identifying a target company for a Business Combination. We will not be generating any operating revenues until the closing and completion of our initial Business Combination, at the earliest.

For the year ended December 31, 2023, we had a net income of approximately $421,000, which consisted of income from investments held in the Trust Account of approximately $1.7 million, offset by general and administrative expenses of approximately $1.1 million and approximately $120,000 in general and administrative expenses for related party.

For the year ended December 31, 2022, we had net income of approximately $338,000, which consisted of income from investments held in the Trust Account of approximately $3.6 million, offset by general and administrative expenses of approximately $3.2 million and $120,000 in general and administrative expenses for related party.

Liquidity and Capital Resources

At December 31, 2023, we have $0 cash and a working capital deficit of $5,339,011.

For the year ended December 31, 2023, we had net cash used in operating activities of $1,071,084, compared to $896,328 for the year ended December 31, 2022, which for the 2023 period was mainly due to $1,660,450 of paid-in-kind interest income on investments held in the trust account and $421,353 of net income and $168,013 for other operating activities, and for the 2022 period was mainly due to $3,634,473 of paid-in-kind interest income on investments held in the trust account and $337,873 of net income and $2,400,272 for other operating activities.

We had net cash provided by investing activities of $264,772,614 for the year ended December 31, 2023, compared to $1,405,595 net cash used in investing activities for the year ended December 31, 2022, which for the 2023 period was mainly due to $263,572,019 of cash withdrawn from the trust account in connection with redemptions and $1,200,595 operating expenses being paid by a related party and 2022 was due to $2,530,000 Investment of cash in trust account and $1,124,405 operating expenses paid by a related party.

We had $263,701,530 of net cash used in financing activities for the year ended December 31, 2023, compared to $2,301,923 net cash provided by investing activities for the year ended December 31, 2022. During 2023, cash flows from financing activities consisted of a $530,000 repayment of the Note Payable to a related party, proceeds of $400,489 from note payable to a related party and redemption of Ordinary Shares of $263,572,019. During 2022, cash flows from financing activities consisted of a $228,077 repayment of note payable to a related party and $2,530,000 of proceeds received from a note payable of a related party.

Prior to the completion of our Initial Public Offering, our liquidity needs were satisfied through (i) $25,000 paid by our Sponsor to cover certain expenses in exchange for the issuance of the Founder Shares to our Sponsor and (ii) the receipt of a loan of up to $500,000 from our Sponsor under the Note. Prior to the completion of our Initial Public Offering, we borrowed approximately $453,000 under the Note, which was fully repaid in March 2022. The net proceeds from (i) the sale of the units in our Initial Public Offering, after deducting non-reimbursed offering expenses of approximately $738,000, underwriting commissions of $2,530,000, and (ii) the sale of the Private Placement Warrants for a purchase price of $8,875,000, was $258,645,000. Of that amount, $257,148,600 was initially placed in the Trust Account. In connection with the Extension EGM and as a result of the redemption of public shares by our public shareholders, approximately $1.2 million remained in the Trust Account as of December 31, 2023. The proceeds held in the Trust Account are invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations.

We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest and other income earned on the Trust Account (less taxes payable), to complete our initial Business Combination. We may withdraw interest income (if any) to pay income taxes, if any. Our annual income tax obligations will depend on the amount of interest and other income earned on the amounts held in the Trust Account. We expect the interest income earned on the amount in the Trust Account (if any) will be sufficient to pay our income taxes. To the extent that our equity or debt is used, in whole or in part, as consideration to complete our initial Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of March 6, 2024 we have no cash held outside the Trust Account.

We do not believe we will need to raise additional funds to meet the expenditures required for operating our business prior to our initial Business Combination, other than funds available from loans from our Sponsor, its affiliates or members of our management team. However, if our estimates of the costs of completing the Merger are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial Business Combination. In order to fund working capital deficiencies or finance transaction costs in connection with any intended initial Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds. If we complete our initial Business Combination, we may repay such loaned amounts out of the proceeds of the Trust Account released to us. In the event that our initial Business Combination does not close, we may use a portion of the working capital held outside the Trust Account

to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. The terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our initial Business Combination, we do not expect to seek loans from parties other than our Sponsor, its affiliates or our management team as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account.

We expect our primary liquidity requirements during that period to include approximately $300,000 for legal, accounting, due diligence, travel and other expenses associated with structuring, negotiating and documenting successful business combinations; $100,000 for legal and accounting fees related to regulatory reporting obligations; $800,000 for directors and officers insurance premiums; $120,000 for office space, administrative and support services; $100,000 for Nasdaq and other regulatory fees; and $430,000 for general working capital that will be used for miscellaneous expenses and reserves. These amounts are estimates and may differ materially from our actual expenses.

As a result of our public shareholders electing to exercise their redemption rights for approximately 99.6% of our public shares in connection with the Extension EGM, we will need to obtain additional financing to complete our initial Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. If we have not consummated our initial Business Combination by December 13, 2024, because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. The Company currently expects to hold another extraordinary general meeting of shareholders to seek approval from our public shareholders to further extend the date by which we have to consummate a business combination, provided that no definitive plans regarding a further extension have been agreed to by the Board of Directors, and any further extension may not be approved by shareholders.

Based on the foregoing, we believe that we will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of our officers and directors to meet our needs through the consummation of a Business Combination. However, in connection with our assessment of going concern considerations in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” we have determined that liquidity needs, the mandatory liquidation and subsequent dissolution raises substantial doubt about our ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after December 14, 2024. The consolidated financial statements do not include any adjustment that might be necessary if we are unable to continue as a going concern.

The underwriter of our Initial Public Offering, Nomura, was entitled to an underwriting discount of $0.10 per Unit, or $2.5 million in the aggregate (including over-allotment), of which $2.2 million was paid upon the closing of the Initial Public Offering and $0.3 million was paid upon the exercise of the over-allotment option. In addition, $0.55 per unit, or $13.9 million in the aggregate, was to be payable to Nomura for deferred underwriting commissions. On January 26, 2023, Nomura waived its right to receive such $13.9 million of deferred underwriting commissions.

Critical Accounting Policies and Estimates

This management’s discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of our consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, income and expenses and the disclosure of contingent assets and liabilities in our consolidated financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to fair value of financial instruments and accrued expenses. We base our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Recent Accounting Pronouncements

In June 2022, the FASB issued Accounting Standards Update (“ASU”) 2022-03, ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions.” The ASU amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. The ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual consolidated financial statements that have not yet been issued or made available for issuance. The Company is still evaluating the impact of this pronouncement on the consolidated financial statements.

Our management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying consolidated financial statements.

JOBS Act

The Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, the consolidated financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the consolidated financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our Initial Public Offering or until we are no longer an “emerging growth company,” whichever is earlier.

INFORMATION ABOUT GENESIS SPONSOR AND
THE CONTRIBUTED ASSETS AND OBLIGATIONS

Genesis Sponsor

Genesis Sponsor was incorporated in the Cayman Islands on March 17, 2021 with Eyal Perez as the sole Manager and Managing Member.

Genesis Sponsor’s principal place of business is located at Bahnhofstrasse 3, Hergiswil Nidwalden, Switzerland and its telephone number is +41 78 607 99 01.

Genesis Sponsor’s Relationship with Genesis SPAC

Genesis Sponsor is the sponsor of Genesis SPAC. On May 26, 2021, Genesis Sponsor paid $25,000, or approximately $0.003 per share, to cover certain expenses on behalf of Genesis SPAC in consideration of 7,187,500 Class B ordinary shares, par value $0.0001 of Genesis SPAC (the “Founder Shares”). The per share price of the Founder Shares was determined by dividing the amount contributed to Genesis SPAC by the number of Founder Shares issued. On September 20, 2021, Genesis Sponsor surrendered an aggregate of 1,437,500 Founder Shares to Genesis SPAC’s capital for no consideration, resulting in Genesis Sponsor holding an aggregate of 5,750,000 Founder Shares. On December 3, 2021, Genesis Sponsor agreed to transfer to Nomura Securities International, Inc. (“Nomura”) an aggregate of 431,250 Founder Shares at Genesis Sponsor’s original purchase price. On December 8, 2021, Genesis SPAC effected a share capitalization pursuant to which it issued an additional 575,000 Founder Shares to Genesis Sponsor and also agreed to transfer to Nomura an additional 43,125 Founder Shares. As a result, Genesis Sponsor holds 5,850,625 Founder Shares and Nomura holds 474,375 Founder Shares.

On the IPO Closing Date, Genesis SPAC completed the private sale of 8,050,000 private placement warrants (the “private placement warrants”, and, together with the public warrants, the “warrants”) at a purchase price of $1.00 per private placement warrant to Genesis Sponsor. Each private placement warrant entitles the holder to purchase one of Genesis SPAC’s Class A ordinary shares at $11.50 per share. The private placement warrants (including the Class A ordinary shares issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder until 30 days after the completion of Genesis SPAC’s initial business combination. On December 21, 2021, Genesis SPAC issued an additional 825,000 private placement warrants to our Sponsor in connection with the closing of an over-allotment option. In total, the sales of the private placement warrants in connection with the IPO and the over-allotment option generated aggregate gross proceeds to Genesis SPAC of approximately $8.8 million.

In addition, on December 9, 2022, Genesis Sponsor made a payment of $2,530,000 to the Trust Account, in order to extend the date by which Genesis SPAC must complete its initial business combination.

Genesis Sponsor has entered into an agreement with Genesis SPAC, pursuant to which they have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if Genesis SPAC fails to consummate an initial business combination by December 13, 20243 (although it will be entitled to liquidating distributions from the Trust Account with respect to any public shares it holds if Genesis SPAC fails to complete an initial business combination by that date).

As of March 18, 2024, Genesis Sponsor owns approximately 91.3% of the ordinary shares of Genesis SPAC. In addition, Mr. Eyal Perez owns 100% of Genesis Sponsor and Genesis Sponsor owns 100% of the Contributed Assets.

The Contributed Assets and Obligations

Mask Technology

The Contributed Assets are comprised of seven issued patents and three pending patent applications relating to mask technology and uses thereof.

Mask technology involves a mask which is worn on a user’s face. Electrodes contact the skin in the upper half of the face, which attempt to detect facial expressions according to the electrical activity of facial muscles. It may be used for detecting emotions, even when a user’s face is obscured, for example when wearing a virtual reality or augmented reality visor. Emotion detection products may include any product (software or hardware) that

provides the determination of emotion or facial expressions, for example for marketing, communications, and human-computer interaction systems. Types of products may include EMG facial masks and video analysis of faces, plus voice analysis. Relevant virtual reality products may include any product (software or hardware) which enables or improves communication through virtual reality, including for conversations meetings and live events

The patents and patent applications that comprise the Contributed Assets are set forth below:

Genesis SPAC expects to sell through partnership or collaborations with a wide variety of companies, which would receive mask technologies and a license to the relevant patent applications, who would then sell products incorporating net technology and pay royalties to Genesis SPAC. The value of these royalty streams depends upon a combination of the potential percentage royalties to be levied and the size of the market against which they could be levied. Markets generally are dynamic, market sizes are generally hard to predict. The proposed markets for mask technologies and IP are only now developing, or in some cases starting, so they’re expected market size disproportionately order to predict.

Relevant industries include: global virtual reality market, the augmented reality market, mixed reality market, facial recognition, emotion detection, wellness, well-being and health market.

The estimated expiration dates of the granted patents are from January 19, 2038 through January 9, 2039. All of the patents and applications in the mask portfolio were filed in the United States. Factors affecting the lifespan of a US granted patent include priority claims (if to a non-– provisional application), payment of maintenance fees, terminal disclaimers, and regulatory delays. Therefore, the expiration dates provided our estimates only. Please see Appendix E to Annex D, The Opinion of KISSPatent Europe BV.

Competition

The development and commercialization of mask technology is highly competitive. We expect to face competition with respect to the Contributed Assets and will face competition with respect to any other product candidates that we may seek to develop or commercialize in the future, from small start-ups to companies such as Alphabet, Meta, Samsung, and others, many of which will have significantly greater financial resources than we do. Potential competitors also include academic institutions, government agencies and other public and private research organizations that conduct research, seek patent protection and establish collaborative arrangements for research, development, manufacturing and commercialization.

Our product and our product candidates will target markets that are already served by a variety of competing products. Many of these existing products have achieved widespread acceptance in the marketplace.

Please see “Risk Factors — We expect to face substantial competition, which may result in others discovering, developing or commercializing products before or more successfully than we do. Our competitors may range from small start-ups to companies such as Alphabet, Meta, Samsung, and others, many of which will have significantly greater financial resources.”

The MindMaze IP Purchase Price and other Obligations

If the Business Combination is consummated, Genesis SPAC will pay to Genesis Sponsor one thousand dollars ($1,000) and will assume and agree to perform and discharge all of Genesis Sponsor’s obligations under the Patent Purchase Agreement, including the obligation to pay to MindMaze a purchase price of $21 Million (the “MindMaze IP Purchase Price”) on or prior to May 31, 2024 and the obligation to share fifty percent (50%) of the gross amounts received under the Patent Purchase Agreement with MindMaze after the threshold amount of $44,000,000 is received by Genesis SPAC, on the terms and subject to the conditions set forth in the Patent Purchase Agreement, including that the Patent Purchase Agreement grants a worldwide royalty-free license back to the MindMaze.

The Patent Purchase Agreement

On September 21, 2023, Genesis Sponsor entered into that certain Patent Purchase Agreement, effective as of September 21, 2023 (as amended by the First Amendment to Patent Sale Agreement dated November 14, 2023 and as it may be further amended from time to time, the “Patent Purchase Agreement”), by and between Genesis Sponsor and MindMaze Group SA, a Swiss corporation (“MindMaze”). A copy of the Patent Purchase Agreement is attached to this proxy statement as Annex B.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of Genesis SPAC’s Public Shares and Founder Shares as of March 18, 2024 based on information obtained from the persons named below, with respect to the beneficial ownership of shares of Genesis SPAC’s Public Shares and Founder Shares, by:

•        each person known by Genesis SPAC to be the beneficial owner of more than 5% of Genesis SPAC’s outstanding Public Shares or Founder Shares;

•        each of Genesis SPAC’s current executive officers and directors that beneficially owns shares of Genesis SPAC’s Public Shares or Founder Shares; and

•        all of Genesis SPAC’s current executive officers and directors as a group.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if such person possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within sixty days.

Voting power represents the combined voting power of Public Shares or Founder Shares owned beneficially by such person. On all matters to be voted upon, the holders of the Public Shares and Founder Shares vote together as a single class.

Unless otherwise indicated, Genesis SPAC believes that all persons named in the table have sole voting and investment power with respect to all Public Shares or Founder Shares beneficially owned by them.

____________

(1)      This table is based on 6,406,520 shares of Public Shares and Founder Shares outstanding as of March 18, 2024. Beneficial ownership is determined in accordance with the rules of the SEC. Except as described in the footnotes below and subject to applicable community property laws and similar laws, Genesis SPAC believes that each person listed above has sole voting and investment power with respect to such shares. Unless otherwise indicated, the business address of each of the entities, directors and executives in this table is Bahnhofstrasse 3, 6052 Hergiswil, Nidwalden, Switzerland.

(2)      Represents Founder Shares that are automatically convertible into Class A Ordinary Shares at the Closing, subject to adjustment, unless earlier converted into Class A Ordinary Shares at the option of the holder thereof. The Founder Shares will automatically convert into Class A Ordinary Shares (which such Class A Ordinary Shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the Trust Account if we fail to consummate an initial business combination) at the time of our initial business combination or earlier at the option of the holders thereof at a ratio such that the number of Class A Ordinary Shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of our IPO, plus (ii) the total number of Class A Ordinary Shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the company in connection with or in relation to the consummation of our initial business combination, excluding any Class A Ordinary Shares or equity-linked securities exercisable for or convertible into Class A Ordinary Shares issued, deemed issued, or to be issued, to any seller in our initial business combination and any private placement warrants issued to our Sponsor, any of its affiliates or any members of our management team upon conversion of working capital loans. In no event will the Founder Shares convert into Class A Ordinary Shares at a rate of less than one-to-one. Percentage ownership assumes all shares are converted to Class A Ordinary Shares on a one-for-one basis.

(3)      Represents the interests directly held by Genesis Growth Tech LLC, our Sponsor. Mr. Eyal Perez is the managing member of our Sponsor. As such, he may be deemed to have beneficial ownership of the Founder Shares held directly by the Sponsor. Mr. Perez disclaims any beneficial ownership of the Founder Shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

(4)      Mr. Olivier Plan, a business associate of Mr. Perez, has provided operational and other funding to the Sponsor. Although Mr. Plan is neither a shareholder nor an officer or director of either the Sponsor or our Company, pursuant to an understanding between the Sponsor and Mr. Plan, Mr. Plan may be deemed to have an indirect beneficial interest in up to 1,500,000 Founder Shares held by the Sponsor. Mr. Plan’s business address is One Monte-Carlo, Place du Casino, 98000 Monaco.

DESCRIPTION OF GENESIS SPAC’S SECURITIES AND
THE SECURITIES OF THE POST-COMBINATION COMPANY

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, comprising 500,000,000 Class A ordinary shares and 50,000,000 Class B ordinary shares, as well as 5,000,000 preference shares, $0.0001 par value each. The following description summarizes the material terms of our shares as set out more particularly in our amended and restated memorandum and articles of association. Because it is only a summary, it may not contain all the information that is important to you.

Units

Each unit consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described herein. Pursuant to the warrant agreements, a warrant holder may exercise its warrants only for a whole number of the company’s Class A ordinary shares. This means only a whole warrant may be exercised at any given time by a warrant holder.

Commencing January 31, 2022, holders of the units were permitted to elect to separately trade the Class A ordinary shares and public warrants included in the units. Unit holders have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant.

Additionally, the units will automatically separate into their component parts and will not be traded after completion of our initial business combination.

Ordinary Shares

Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of our shareholders except as required by law. Unless specified in our amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, an ordinary resolution under Cayman Islands law, which requires the affirmative vote of the shareholders who attend and vote at a general meeting of the company, is required to approve any such matter voted on by our shareholders. Approval of certain actions will require a special resolution under Cayman Islands law, being the affirmative vote of at least two-thirds of our ordinary shares that are voted, and pursuant to our amended and restated memorandum and articles of association; such actions include amending our amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company. Our board of directors is divided into three classes, each of which will generally serve for a term of three years with only one class of directors being appointed in each year. There is no cumulative voting with respect to the appointment of directors, with the result that the holders of more than 50% of the shares voted for the appointment of directors can appoint all of the directors. Our shareholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor. Prior to our initial business combination, only holders of our founder shares will have the right to vote on the appointment of directors. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. The provisions of our amended and restated memorandum and articles of association governing the appointment or removal of directors prior to our initial business combination may only be amended by a special resolution passed by not less than two-thirds of our ordinary shares who attend and vote at our general meeting which shall include the affirmative vote of a simple majority of our Class B ordinary shares.

Because our amended and restated memorandum and articles of association will authorize the issuance of up to 500,000,000 Class A ordinary shares, if we were to enter into a business combination, we may (depending on the terms of such a business combination) be required to increase the number of Class A ordinary shares which we will be authorized to issue at the same time as our shareholders vote on the business combination to the extent we seek shareholder approval in connection with our initial business combination.

Our board of directors is divided into three classes with only one class of directors being appointed in each year and each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. There is no requirement under the Companies Act for us to hold annual or general meetings to appoint directors. We may not hold an annual general meeting to appoint new directors prior to the consummation of our initial business combination. Prior to the completion of an initial business combination, any vacancy on the board of directors may be filled by a nominee chosen by holders of a majority of our founder shares. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason.

We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest and other income earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.15 per public share. The redemption rights will include the requirement that a beneficial owner must identify itself in order to valid redeem its shares. Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination by December 13, 2024 (which deadline has been extended by Genesis SPAC from December 13, 2022), unless Genesis SPAC amends the Genesis SPAC Articles (which requires the affirmative vote of at least a two-thirds majority of the votes cast by the holders of the issued and outstanding Genesis SPAC Ordinary Shares, present in person or represented by proxy and entitled to vote thereon at an extraordinary general meeting, or by unanimous written resolutions) or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. Unlike many blank check companies that hold shareholder votes and conduct proxy solicitations in conjunction with their initial business combinations and provide for related redemptions of public shares for cash upon completion of such initial business combinations even when a vote is not required by law, if a shareholder vote is not required by applicable law or stock exchange listing requirements, if a shareholder vote is not required by applicable law or stock exchange listing requirements and we do not decide to hold a shareholder vote for business or other reasons, we will, pursuant to our amended and restated memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the SEC, and file tender offer documents with the SEC prior to completing our initial business combination. Our amended and restated memorandum and articles of association will require these tender offer documents to contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, a shareholder approval of the transaction is required by applicable law or stock exchange listing requirements, or we decide to obtain shareholder approval for business or other reasons, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. However, the participation of our sponsor, officers, directors, advisors or their affiliates in privately-negotiated transactions (as described herein), if any, could result in the approval of our initial business combination even if a majority of our public shareholders vote, or indicate their intention to vote, against such initial business combination. For purposes of seeking approval of the majority of our issued and outstanding ordinary shares, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. Our amended and restated memorandum and articles of association will require that at least five days’ notice will be given of any general meeting.

If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to Excess Shares, without our prior consent. However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Our shareholders’ inability to redeem the Excess Shares will reduce their influence over our ability to complete our initial business combination, and such shareholders could suffer a material loss in their investment if they sell such Excess Shares on the open market. Additionally, such shareholders will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination. And, as a result, such shareholders will continue to hold that number of shares exceeding 15% and, in order to dispose such shares would be required to sell their shares in open market transactions, potentially at a loss.

If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. In such case, our sponsor and each member of our management team have agreed to vote their founder shares and public shares in favor of our initial business combination, and Nomura has agreed to vote its founder shares in favor of our initial business combination. As a result, due to our initial shareholders’ 6,325,000 founder shares, we would not need any of the 81,520 public shares that remain outstanding to be voted in favor of an initial business combination in order to have our initial business combination approved. Additionally, each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all.

Pursuant to our amended and restated memorandum and articles of association, if we have not consummated an initial business combination by December 13, 2024 (which deadline has been extended by Genesis SPAC from December 13, 2022), unless Genesis SPAC amends the Genesis SPAC Articles (which requires the affirmative vote of at least a two-thirds majority of the votes cast by the holders of the issued and outstanding Genesis SPAC Ordinary Shares, present in person or represented by proxy and entitled to vote thereon at an extraordinary general meeting, or by unanimous written resolutions), we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest and other income earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case, to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination by December 13, 2024 (which deadline has been extended by Genesis SPAC from December 13, 2022), unless Genesis SPAC amends the Genesis SPAC Articles (which requires the affirmative vote of at least a two-thirds majority of the votes cast by the holders of the issued and outstanding Genesis SPAC Ordinary Shares, present in person or represented by proxy and entitled to vote thereon at an extraordinary general meeting, or by unanimous written resolutions) (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). Our amended and restated memorandum and articles of association provide that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law.

In the event of a liquidation, dissolution or winding up of the company after a business combination, our shareholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of shares, if any, having preference over the ordinary shares. Our shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the ordinary shares, except that we will provide our public shareholders with the opportunity to redeem their public shares for cash at a per share price equal to the aggregate amount then on deposit in the trust account, including

interest and other income earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares, upon the completion of our initial business combination, subject to the limitations described herein.

Founder Shares

The founder shares are designated as Class B ordinary shares and, except as described below, are identical to the Class A ordinary shares included in the units sold in our IPO, and holders of founder shares have the same shareholder rights as public shareholders, except that: (a) prior to our initial business combination, only holders of the founder shares have the right to vote on the appointment of directors and holders of a majority of our founder shares may remove a member of the board of directors for any reason; (b) the founder shares are subject to certain transfer restrictions, as described in more detail below; (c) our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares (ii) to waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination by December 13, 2024 (which deadline has been extended by Genesis SPAC from December 13, 2022), unless Genesis SPAC amends the Genesis SPAC Articles (which requires the affirmative vote of at least a two-thirds majority of the votes cast by the holders of the issued and outstanding Genesis SPAC Ordinary Shares, present in person or represented by proxy and entitled to vote thereon at an extraordinary general meeting, or by unanimous written resolutions) or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares; and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination by December 13, 2024 (which deadline has been extended by Genesis SPAC from December 13, 2022), unless Genesis SPAC amends the Genesis SPAC Articles (which requires the affirmative vote of at least a two-thirds majority of the votes cast by the holders of the issued and outstanding Genesis SPAC Ordinary Shares, present in person or represented by proxy and entitled to vote thereon at an extraordinary general meeting, or by unanimous written resolutions) (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame); (d) the founder shares will automatically convert into our Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof as described herein; and (e) the founder shares are entitled to registration rights. If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. In such case, our sponsor and each member of our management team have agreed to vote their founder shares and public shares in favor of our initial business combination, and Nomura has agreed to vote its founder shares in favor of our initial business combination.

The founder shares are designated as Class B ordinary shares and will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have redemption rights or be entitled to liquidating distributions from the trust account if we do not consummate an initial business combination) at the time of our initial business combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the IPO, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the company in connection with or in relation to the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked securities, exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor, its affiliates or any member of our management team upon conversion of working capital loans (if any). In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.

Except as described herein, pursuant to a letter agreement that our sponsor and each member of our management team have entered into with us, our sponsor and each member of our management team have agreed not to transfer, assign or sell any of their founder shares until earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A

ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. We refer to such transfer restrictions as the lock-up. Any permitted transferees would be subject to the same restrictions and other agreements of our sponsor and our directors and executive officers with respect to any founder shares.

Prior to our initial business combination, only holders of our founder shares will have the right to vote on the appointment of directors. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. These provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by not less than two-thirds of our ordinary shares who attend and vote at our general meeting which shall include the affirmative vote of a simple majority of our Class B ordinary shares. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required by law, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote.

Register of Members

Under Cayman Islands law, we must keep a register of members and there will be entered therein:

•        the names and addresses of the members, a statement of the shares held by each member, and of the amount paid or agreed to be considered as paid, on the shares of each member and the voting rights of shares of each member;

•        whether voting rights are attached to the share in issue;

•        the date on which the name of any person was entered on the register as a member; and

•        the date on which any person ceased to be a member.

Under Cayman Islands law, the register of members of the company is prima facie evidence of the matters set out therein (i.e., the register of members will raise a presumption of fact on the matters referred to above unless rebutted) and a member registered in the register of members will be deemed as a matter of Cayman Islands law to have legal title to the shares as set against its name in the register of members. The shareholders recorded in the register of members will be deemed to have legal title to the shares set against their name. However, there are certain limited circumstances where an application may be made to a Cayman Islands court for a determination on whether the register of members reflects the correct legal position. Further, the Cayman Islands court has the power to order that the register of members maintained by a company should be rectified where it considers that the register of members does not reflect the correct legal position. If an application for an order for rectification of the register of members were made in respect of our ordinary shares, then the validity of such shares may be subject to re-examination by a Cayman Islands court.

Preference Shares

Our amended and restated memorandum and articles of association authorizes 5,000,000 preference shares and provide that preference shares may be issued from time to time in one or more series. Our board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. Our board of directors will be able to, without shareholder approval, issue preference shares with voting and other rights that could adversely affect the voting power and other rights of the holders of the ordinary shares and could have anti-takeover effects. The ability of our board of directors to issue preference shares without shareholder approval could have the effect of delaying, deferring or preventing a change of control of us or the removal of existing management. We have no preference shares issued and outstanding at the date hereof. Although we do not currently intend to issue any preference shares, we cannot assure you that we will not do so in the future. No preference shares have been issued or registered.

Warrants

Public Shareholders’ Warrants

Each whole warrant entitles the registered holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing 30 days after the completion of our initial business combination, except as discussed in the immediately succeeding paragraph. Pursuant to the warrant agreements, a warrant holder may exercise its warrants only for a whole number of Class A ordinary shares. This means only a whole warrant may be exercised at a given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant. The warrants will expire five years after the completion of our initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

We will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations described below with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will we be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the Class A ordinary share underlying such unit.

We have agreed that as soon as practicable, but in no event later than 20 business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement for the IPO or a new registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and we will use our commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of our initial business combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreements; provided that if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but we will use our commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60 day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but we will use our commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In the case of a cashless exercise, each holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the l quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the warrants by (y) the fair market value. The “fair market value” as used in this paragraph shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent.

A holder of a warrant may notify us in writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise such warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the warrant agent’s actual knowledge, would beneficially own in excess of 9.8% (or such other amount as a holder may specify) of the Class A ordinary shares issued and outstanding immediately after giving effect to such exercise.

Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00.    Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants):

•        in whole and not in part;

•        at a price of $0.01 per warrant;

•        upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and

•        if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Warrants — Public Shareholders’ Warrants — Anti-Dilution Adjustments”) for any 20 trading days within a 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders.

We will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws.

We have established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the warrants, each warrant holder will be entitled to exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the Class A ordinary shares may fall below the $18.00 redemption trigger price (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Warrants — Public Shareholders’ Warrants — Anti-dilution Adjustments”) as well as the $11.50 (for whole shares) warrant exercise price after the redemption notice is issued.

Anti-dilution Adjustments.    If the number of issued and outstanding Class A ordinary shares is increased by a capitalization or share dividend of Class A ordinary shares, or by a subdivision of ordinary shares or other similar event, then, on the effective date of such share capitalization or share dividend, subdivision or similar event, then, on the effective date of such share capitalization, subdivision or similar event, the number of Class A ordinary shares issuable on exercise of each warrant will be increased in proportion to such increase in the issued and outstanding ordinary shares. A rights offering made to all or substantially all holders of ordinary shares entitling holders to purchase Class A ordinary shares at a price less than the “historical fair market value” (as defined below) will be deemed a capitalization of a number of Class A ordinary shares equal to the product of (i) the number of Class A ordinary shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class A ordinary shares) and (ii) one minus the quotient of (x) the price per Class A ordinary share paid in such rights offering and (y) the historical fair market value. For these purposes, (i) if the rights offering is for securities convertible into or exercisable for Class A ordinary shares, in determining the price payable for Class A ordinary shares, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “historical fair market value” means the volume weighted average price of Class A ordinary shares as reported during the 10 trading day period ending on the trading day prior to the first date on which the Class A ordinary shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.

In addition, if we, at any time while the warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to all or substantially all of the holders of the Class A ordinary shares on account of such Class A ordinary shares (or other securities into which the warrants are convertible), other than (a) as described above, (b) any cash dividends or cash distributions which, when combined on a per share basis with all other cash dividends and cash distributions paid on the Class A ordinary shares during the 365-day period ending on the date of declaration of such dividend or distribution does not exceed $0.50 (as adjusted to appropriately reflect any other adjustments and excluding cash dividends or cash distributions that resulted in an adjustment to the exercise price or to the number of Class A ordinary shares issuable on exercise of each warrant) but only with

respect to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50 per share, (c) to satisfy the redemption rights of the holders of Class A ordinary shares in connection with a proposed initial business combination, (d) to satisfy the redemption rights of the holders of Class A ordinary shares in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination by December 13, 2024 (which deadline has been extended by Genesis SPAC from December 13, 2022), unless Genesis SPAC amends the Genesis SPAC Articles (which requires the affirmative vote of at least a two-thirds majority of the votes cast by the holders of the issued and outstanding Genesis SPAC Ordinary Shares, present in person or represented by proxy and entitled to vote thereon at an extraordinary general meeting, or by unanimous written resolutions) or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, or (e) in connection with the redemption of our public shares upon our failure to complete our initial business combination, then the warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each Class A ordinary share in respect of such event.

If the number of outstanding Class A ordinary shares is decreased by a consolidation, combination or reclassification of Class A ordinary shares or other similar event, then, on the effective date of such consolidation, combination, reclassification or similar event, the number of Class A ordinary shares issuable on exercise of each warrant will be decreased in proportion to such decrease in outstanding Class A ordinary shares.

Whenever the number of Class A ordinary shares purchasable upon the exercise of the warrants is adjusted, as described above, the warrant exercise price will be adjusted by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of Class A ordinary shares purchasable upon the exercise of the warrants immediately prior to such adjustment and (y) the denominator of which will be the number of Class A ordinary shares so purchasable immediately thereafter.

In addition, if (x) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described above under “— Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

In case of any reclassification or reorganization of the outstanding Class A ordinary shares (other than those described above or that solely affects the par value of such Class A ordinary shares), or in the case of any merger or consolidation of us with or into another corporation (other than a consolidation or merger in which we are the continuing corporation and that does not result in any reclassification or reorganization of our outstanding Class A ordinary shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders of the warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the warrants and in lieu of the Class A ordinary shares immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of Class A ordinary shares or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the warrants would have received if such holder had exercised their warrants immediately prior to such event. However, if such holders were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets for which each warrant will become exercisable will be deemed to be the weighted average of the kind and amount received per share by such

Investor Data

We will collect, use, disclose, retain and secure personal data to the extent reasonably required only and within the parameters that could be reasonably expected during the normal course of business. We will only process, disclose, transfer or retain personal data to the extent legitimately required to conduct our activities of on an ongoing basis or to comply with legal and regulatory obligations to which we are subject. We will only transfer personal data in accordance with the requirements of the DPA, and will apply appropriate technical and organizational information security measures designed to protect against unauthorized or unlawful processing of the personal data and against the accidental loss, destruction or damage to the personal data.

In our use of this personal data, we will be characterized as a “data controller” for the purposes of the DPA, while our affiliates and service providers who may receive this personal data from us in the conduct of our activities may either act as our “data processors” for the purposes of the DPA or may process personal information for their own lawful purposes in connection with services provided to us.

We may also obtain personal data from other public sources. Personal data includes, without limitation, the following information relating to a shareholder and/or any individuals connected with a shareholder as an investor: name, residential address, email address, contact details, corporate contact information, signature, nationality, place of birth, date of birth, tax identification, credit history, correspondence records, passport number, bank account details, source of funds details and details relating to the shareholder’s investment activity.

Who this Affects

If you are a natural person, this will affect you directly. If you are a corporate investor (including, for these purposes, legal arrangements such as trusts or exempted limited partnerships) that provides us with personal data on individuals connected to you for any reason in relation your investment in the company, this will be relevant for those individuals and you should transmit the content of this Privacy Notice to such individuals or otherwise advise them of its content.

How the Company May Use a Shareholder’s Personal Data

The company, as the data controller, may collect, store and use personal data for lawful purposes, including, in particular:

•        where this is necessary for the performance of our rights and obligations under any purchase agreements;

•        where this is necessary for compliance with a legal and regulatory obligation to which we are subject (such as compliance with anti-money laundering and FATCA/CRS requirements); and/or

•        where this is necessary for the purposes of our legitimate interests and such interests are not overridden by your interests, fundamental rights or freedoms.

Should we wish to use personal data for other specific purposes (including, if applicable, any purpose that requires your consent), we will contact you.

Why We May Transfer Your Personal Data

In certain circumstances we may be legally obliged to share personal data and other information with respect to your shareholding with the relevant regulatory authorities such as the Cayman Islands Monetary Authority or the Tax Information Authority. They, in turn, may exchange this information with foreign authorities, including tax authorities.

We anticipate disclosing personal data to persons who provide services to us and their respective affiliates (which may include certain entities located outside the United States, the Cayman Islands or the European Economic Area), who will process your personal data on our behalf.

The Data Protection Measures We Take

Any transfer of personal data by us or our duly authorized affiliates and/or delegates outside of the Cayman Islands shall be in accordance with the requirements of the DPA.

We and our duly authorized affiliates and/or delegates shall apply appropriate technical and organizational information security measures designed to protect against unauthorized or unlawful processing of personal data, and against accidental loss or destruction of, or damage to, personal data.

We shall notify you of any personal data breach that is reasonably likely to result in a risk to your interests, fundamental rights or freedoms or those data subjects to whom the relevant personal data relates.

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

Genesis SPAC Relationships and Related Person Transactions

Founder Shares

On May 26, 2021, Genesis SPAC issued an aggregate of 7,187,500 Founder Shares to Genesis Sponsor for an aggregate purchase price of $25,000 in cash, or approximately $0.003 per share.

The Founder Shares are identical to Genesis SPAC Class A Ordinary Shares included in the Genesis SPAC Public Units sold in the Genesis SPAC IPO except that the Founder Shares are convertible under the circumstances described below. The Founder Shares included an aggregate of up to 750,000 shares subject to forfeiture by Genesis Sponsor depending on the extent to which the underwriters’ over-allotment is exercised. As a result of the underwriters’ election to fully exercise their over-allotment option, no Founder Shares were forfeited. On September 20, 2021, Genesis Sponsor surrendered an aggregate of 1,437,500 Founder Shares to Genesis SPAC’s capital for no consideration, resulting in Genesis Sponsor holding an aggregate of 5,750,000 Founder Shares. On December 3, 2021, Genesis Sponsor agreed to transfer to Nomura Securities an aggregate of 431,250 Founder Shares at Genesis Sponsor’s original purchase price. On December 8, 2021, Genesis SPAC effected a share capitalization pursuant to which Genesis SPAC issued an additional 575,000 Founder Shares to Genesis Sponsor and also transferred to Nomura Securities an additional 43,125 Founder Shares. As a result, currently, Genesis Sponsor holds 5,850,625 Founder Shares and Nomura Securities holds 474,375 Founder Shares.

Genesis SPAC Private Placement Warrants

On December 13, 2021, simultaneous with the closing of the Genesis SPAC IPO, Genesis SPAC completed the private placement of an aggregate of 8,050,000 Genesis SPAC Private Placement Warrants to Genesis Sponsor at a price of $1.00 per Genesis SPAC Private Placement Warrant, each exercisable to purchase one whole Genesis SPAC Class A Ordinary Share at $11.50 per share, generating gross proceeds to Genesis SPAC of $8,050,000. Additionally, on December 21, 2021, Genesis SPAC completed the private placement of an aggregate of 825,000 Genesis SPAC Private Placement Warrants to Genesis Sponsor at a price of $1.00 per Genesis SPAC Private Placement Warrant, each exercisable to purchase one whole Genesis SPAC Class A Ordinary Share at $11.50 per share, generating gross proceeds to Genesis SPAC of $825,000. The Genesis SPAC Private Placement Warrants have terms and provisions that are identical to those of the Genesis SPAC Public Warrants sold as part of the units in the Genesis SPAC IPO, except that the Genesis SPAC Private Placement Warrants may be physical (cash) or net share (cashless) settled and are not redeemable so long as they are held by Genesis Sponsor or its permitted transferees, and are entitled to certain registration rights. The sale of the Genesis SPAC Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

If Genesis SPAC does not complete an initial business combination by December 13, 2024 (which deadline has been extended by Genesis SPAC from December 13, 2022), unless Genesis SPAC amends the Genesis SPAC Articles (which requires the affirmative vote of at least a two-thirds majority of the votes cast by the holders of the issued and outstanding Genesis SPAC Ordinary Shares, present in person or represented by proxy and entitled to vote thereon at an extraordinary general meeting, or by unanimous written resolutions), the proceeds of the sale of the Genesis SPAC Private Placement Warrants will be used to fund the redemption of the Genesis SPAC Class A Ordinary Shares, subject to the requirements of applicable law, and the Genesis SPAC Private Placement Warrants will expire worthless unless Genesis SPAC amends the Genesis SPAC Articles and amends certain other agreements into which Genesis SPAC has entered to extend the life of Genesis SPAC.

Prior to the closing of the Business Combination, Genesis SPAC intends to enter into a warrant exchange agreement with Genesis Sponsor, pursuant to which, in connection with the closing of the Business Combination, 8,875,000 private placement warrants will be cancelled in full and, in consideration therefor, Genesis SPAC will issue an aggregate 221,875,000 Class A ordinary shares to Genesis Sponsor on a private placement basis.

Registration Rights

Holders of the Founder Shares, Genesis SPAC Private Placement Warrants and warrants of Genesis SPAC that may be issued upon conversion of working capital loans (and any shares of Genesis SPAC Class A Ordinary Shares issuable upon the exercise of such Genesis SPAC Private Placement Warrants and warrants), if any, have registration

rights pursuant to a registration and shareholder rights agreement. The holders of these securities are entitled to make up to three demands that Genesis SPAC register under the Securities Act such securities for resale (in the case of the Founder Shares, following the conversion of Founder Shares to Genesis SPAC Class A Ordinary Shares) underlying the Genesis SPAC Public Warrants and the Founder Shares. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed by Genesis SPAC subsequent to its completion of a Business Combination and rights to require Genesis SPAC to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration and shareholder rights agreement provides that Genesis SPAC will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. Genesis SPAC will bear the expenses incurred in connection with the filing of any such registration statements.

Related Party Loans

No compensation of any kind, including finder’s and consulting fees, will be paid by Genesis SPAC to Genesis Sponsor or any of Genesis SPAC’s existing officers or directors, or their respective affiliates, for services rendered prior to or in connection with the completion of an initial business combination. However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on Genesis SPAC’s behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations. Genesis SPAC’s audit committee will review on a quarterly basis all payments that were made to Genesis Sponsor, officers, directors or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses that may be incurred by such persons in connection with activities on Genesis SPAC’s behalf.

In addition, in order to finance transaction costs in connection with an intended initial business combination, Genesis Sponsor or an affiliate of Genesis Sponsor or certain of Genesis SPAC’s officers and directors may, but are not obligated to, loan Genesis SPAC funds as may be required. If Genesis SPAC completes its initial business combination, it would repay such loaned amounts. In the event that Genesis SPAC’s initial business combination does not close, Genesis SPAC may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants, at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the Genesis SPAC Private Placement Warrants, including as to exercise price, exercisability and exercise period. Genesis SPAC does not expect to seek loans from parties other than Genesis Sponsor, an affiliate of Genesis Sponsor or Genesis SPAC’s management team as Genesis SPAC does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Trust Account. Except as described below, no loans from Genesis Sponsor, affiliates of Genesis Sponsor or Genesis SPAC’s officers or directors are anticipated as of the date of this proxy statement, with respect to the Business Combination.

On May 26, 2021, Genesis Sponsor made available to Genesis SPAC a loan of up to $500,000 pursuant to a promissory note (the “Note”) issued by Genesis SPAC to Genesis Sponsor, which Note was subsequently amended on October 26, 2021. The proceeds from the Note were used for on-going operational expenses and certain other expenses in connection with the Business Combination. The Note was unsecured, non-interest bearing and matured on the earlier of: (i) March 31, 2022 and (ii) the completion of the Genesis SPAC IPO. As of December 23, 2023, Genesis SPAC had no outstanding balance under the Note.

On December 9, 2022, in connection with the extension of the deadline for the Company to complete its initial business combination to March 13, 2023, the Sponsor funded an extension payment for $2,530,000 into the Trust Account. This amount is non-interest bearing and payable on the completion of the Business Combination. The funds were deposited directly into the trust account. As of September 30, 2023 and December 31, 2022 the balance of the loan was $2,307,717 and $2,530,000, respectively.

After Genesis SPAC’s initial business combination, members of Genesis SPAC’s management team who remain with Genesis SPAC may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to Genesis SPAC shareholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to Genesis SPAC shareholders. It is unlikely the amount

of such compensation will be known at the time of distribution of such tender offer materials or at the time of a shareholder meeting held to consider Genesis SPAC’s initial business combination, as applicable, as it will be up to the Post-Combination Company Board to determine executive and director compensation. No such consulting or management fees or similar arrangements have been agreed in connection with the Business Combination or are anticipated by Genesis SPAC as of the date of this proxy statement.

Working Capital Loans

In order to finance transaction costs in connection with the Business Combination, Genesis Sponsor or an affiliate of Genesis Sponsor, or certain of Genesis SPAC’s officers and directors, may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If Genesis SPAC completes the Business Combination, Genesis SPAC would repay the Working Capital Loans out of the proceeds of the Trust Account released to it. In the event that the Business Combination does not close, Genesis SPAC may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of the Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the Post-Combination Company at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of September 30, 2023, Genesis SPAC had no borrowings under the Working Capital Loans.

Administrative Support Agreement

On December 8, 2021, Genesis SPAC entered into an agreement to pay monthly recurring expenses of $10,000 per month to Genesis Sponsor for office space, secretarial and administrative services. Services commenced on the date Genesis SPAC securities were first listed on the Nasdaq and will terminate upon the earlier of the consummation by Genesis SPAC of an initial business combination and the liquidation of Genesis SPAC.

For the period from March 17, 2021 through September 30, 2023, Genesis SPAC has paid Genesis Sponsor approximately $220,000.

Related Party Policy

The audit committee of the Genesis SPAC Board has adopted a charter, providing for the review, approval and/or ratification of “related party transactions,” which are those transactions required to be disclosed pursuant to Item 404 of Regulation S-K as promulgated by the SEC, by the audit committee. At its meetings, the audit committee is provided with the details of each new, existing, or proposed related party transaction, including the terms of the transaction, any contractual restrictions that Genesis SPAC has already committed to, the business purpose of the transaction, and the benefits of the transaction to Genesis SPAC and to the relevant related party. Any member of the audit committee who has an interest in the related party transaction under review by the audit committee must abstain from voting on the approval of the related party transaction, but may, if so requested by the chairman of the audit committee, participate in some or all of the audit committee’s discussions of the related party transaction. Upon completion of its review of the related party transaction, the audit committee may determine to permit or to prohibit the related party transaction.

SHAREHOLDER PROPOSAL NO. 1 — THE BUSINESS COMBINATION PROPOSAL

Overview

Genesis SPAC is asking Genesis SPAC shareholders to adopt the Agreement and approve the Business Combination. Genesis SPAC shareholders should read carefully this proxy statement in its entirety for more detailed information concerning the Agreement, which is attached as Annex A to this proxy statement. Please see the section titled “The Business Combination,” “The Agreement” for additional information and a summary of certain terms of the Business Combination and the Agreement. Genesis SPAC shareholders are urged to read carefully the Agreement in its entirety before voting on this proposal.

The Proposal

To consider and vote upon a proposal to approve, by ordinary resolution under Cayman Islands law, Genesis SPAC’s entry into and adoption of the Contribution and Business Combination Agreement dated November 20, 2023, by and between Genesis SPAC and Genesis Sponsor (as it may be amended from time to time, the “Agreement”) (in the form attached to this proxy statement as Annex A) and the transactions contemplated thereby (the “Business Combination”).

Consequences If the Business Combination Proposal Is Not Approved

The Business Combination is conditioned on the approval of the Business Combination Proposal. If Genesis SPAC fails to obtain sufficient votes for the Business Combination Proposal, Genesis SPAC will not meet Genesis SPAC’s conditions to Closing and Genesis SPAC will not consummate the Business Combination.

Vote Required for Approval

The Business Combination Proposal (and consequently, the Agreement and the Business Combination) requires approval by an ordinary resolution under Cayman Islands law, meaning it will be approved only if at least a majority of the votes cast by the holders of the issued and outstanding Genesis SPAC Ordinary Shares represented in person via the virtual meeting platform or by proxy and entitled to vote thereon at the Shareholder Extraordinary General Meeting vote “FOR” the Business Combination Proposal. Failure to vote by proxy or to vote in person via the virtual meeting platform at the Shareholder Extraordinary General Meeting, abstentions and broker non-votes will have no effect on the Business Combination Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the Business Combination Proposal.

Genesis Sponsor has agreed to vote its Genesis SPAC Ordinary Shares in favor of the Business Combination Proposal. As of the record date, Genesis Sponsor owns approximately 91.3% of the issued and outstanding Genesis SPAC Ordinary Shares.

Recommendation of the Genesis SPAC Board

THE GENESIS SPAC BOARD UNANIMOUSLY RECOMMENDS THAT GENESIS SPAC SHAREHOLDERS VOTE
“FOR” THE APPROVAL OF THE BUSINESS COMBINATION PROPOSAL.

SHAREHOLDER PROPOSAL NO. 2 — THE NAME CHANGE PROPOSAL

Overview

Genesis SPAC is asking its shareholders to approve the Name Change Proposal. If the Business Combination is to be consummated, the Post Combination Company will change its name to “NeuroMind AI Corp.”.

The Proposal

To consider and vote upon a proposal to approve, by special resolution under Cayman Islands law, a proposal to change the name of Genesis SPAC to “NeuroMind AI Corp.” (which requires the affirmative vote of at least a two-thirds majority of the votes cast by the holders of the issued and outstanding Genesis SPAC Ordinary Shares, present in person or represented by proxy and entitled to vote thereon at an extraordinary general meeting, or by unanimous written resolutions) (Shareholder Proposal No. 2);

Consequences If the Charter Amendment Proposal Is Not Approved

The Business Combination is conditioned on the approval of the Name Change Proposal. If Genesis SPAC fails to obtain sufficient votes for the Name Change Proposal, Genesis SPAC will not meet Genesis SPAC’s conditions to Closing and Genesis SPAC will not consummate the Business Combination.

Vote Required for Approval

The Name Change Proposal requires approval by special resolution under Cayman Islands law, meaning it will be approved only if at least a two-thirds majority of the votes cast by the holders of the issued and outstanding Genesis SPAC Ordinary Shares represented in person via the virtual meeting platform or by proxy and entitled to vote thereon at the Shareholder Extraordinary General Meeting vote “FOR” the Name Change Proposal. Failure to vote by proxy or to vote in person via the virtual meeting platform at the Shareholder Extraordinary General Meeting, abstentions and broker non-votes will have no effect on the Name Change Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the Name Change Proposal.

Genesis Sponsor has agreed to vote its Genesis SPAC Ordinary Shares in favor of the Name Change Proposal. As of the record date, Genesis Sponsor owns approximately 91.3% of the issued and outstanding Genesis SPAC Ordinary Shares.

Recommendation of the Genesis SPAC Board

THE GENESIS SPAC BOARD UNANIMOUSLY RECOMMENDS THAT GENESIS SPAC SHAREHOLDERS VOTE
“FOR” THE APPROVAL OF THE NAME CHANGE PROPOSAL.

SHAREHOLDER PROPOSAL NO. 3 — THE CHARTER AMENDMENT PROPOSAL

Overview

Genesis SPAC is asking its shareholders to approve the Charter Amendment Proposal. If Business Combination is to be consummated, the Post Combination Company will adopt the Post-Combination Company Articles to replace the Genesis SPAC Articles.

The Proposal

To consider and vote upon a proposal to approve, by special resolution under Cayman Islands law, to adopt the amended and restatement memorandum and articles of association of Genesis SPAC (a copy of which is attached to this proxy statement as Annex C) in substitution for the existing memorandum and articles of association of Genesis SPAC (which requires the affirmative vote of at least a two-thirds majority of the votes cast by the holders of the issued and outstanding Genesis SPAC Ordinary Shares, present in person or represented by proxy and entitled to vote thereon at an extraordinary general meeting, or by unanimous written resolutions), a copy of which is attached to this proxy statement as Annex C.

Consequences If the Charter Amendment Proposal Is Not Approved

The Business Combination is conditioned on the approval of the Charter Amendment Proposal. If Genesis SPAC fails to obtain sufficient votes for the Charter Amendment Proposal, Genesis SPAC will not meet Genesis SPAC’s conditions to Closing and Genesis SPAC will not consummate the Business Combination.

Vote Required for Approval

The Charter Amendment Proposal requires approval by special resolution under Cayman Islands law, meaning it will be approved only if at least a two-thirds majority of the votes cast by the holders of the issued and outstanding Genesis SPAC Ordinary Shares represented in person via the virtual meeting platform or by proxy and entitled to vote thereon at the Shareholder Extraordinary General Meeting vote “FOR” the Charter Amendment Proposal. Failure to vote by proxy or to vote in person via the virtual meeting platform at the Shareholder Extraordinary General Meeting, abstentions and broker non-votes will have no effect on the Charter Amendment Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the Charter Amendment Proposal.

Genesis Sponsor has agreed to vote its Genesis SPAC Ordinary Shares in favor of the Charter Amendment Proposal. As of the record date, Genesis Sponsor owns approximately 91.3% of the issued and outstanding Genesis SPAC Ordinary Shares.

Recommendation of the Genesis SPAC Board

THE GENESIS SPAC BOARD UNANIMOUSLY RECOMMENDS THAT GENESIS SPAC SHAREHOLDERS VOTE
“FOR” THE APPROVAL OF THE CHARTER AMENDMENT PROPOSAL.

SHAREHOLDER PROPOSAL NO. 4 — THE ADJOURNMENT PROPOSAL

Overview

The Adjournment Proposal, if adopted, will allow the chairman of the Shareholder Extraordinary General Meeting, at their option, to adjourn the Shareholder Extraordinary General Meeting to a later date or dates, if necessary, for the absence of a quorum, to solicit additional proxies from Genesis SPAC shareholders to approve one or more proposals at the Shareholder Extraordinary General Meeting or to ensure that any supplement or amendment to this proxy statement is timely provided to Genesis SPAC shareholders. The Adjournment Proposal will only be presented to Genesis SPAC shareholders in the absence of a quorum, in the event that there are insufficient votes for, or otherwise in connection with, the approval of one or more proposals at the Shareholder Extraordinary General Meeting or to ensure a supplement or amendment to this proxy statement is timely provided to Genesis SPAC shareholders. The purpose of the Adjournment Proposal is to permit further solicitation of proxies and votes that would increase the likelihood of obtaining a favorable vote on the proposals presented at the Shareholder Extraordinary General Meeting.

The Proposal

To consider and vote upon a proposal to confirm, ratify and approve the adjournment of the Shareholder Extraordinary General Meeting to a later date or dates.

Consequences If the Adjournment Proposal Is Not Approved

If the Adjournment Proposal is not approved by Genesis SPAC shareholders, the Genesis SPAC Board may not be able to adjourn the Shareholder Extraordinary General Meeting to a later date in the absence of a quorum, in the event that there are insufficient votes for, or otherwise in connection with, the approval of one or more proposals at the Shareholder Extraordinary General Meeting or to ensure a supplement or amendment to this proxy statement is timely provided to Genesis SPAC shareholders.

Vote Required for Approval

The Adjournment Proposal requires approval by an ordinary resolution under Cayman Islands law, meaning it will be approved only if at least a majority of the votes cast by holders of the issued and outstanding Genesis SPAC Ordinary Shares represented in person via the virtual meeting platform or by proxy and entitled to vote thereon at the Shareholder Extraordinary General Meeting vote “FOR” the Adjournment Proposal. Failure to vote by proxy or to vote in person via the virtual meeting platform at the Shareholder Extraordinary General Meeting, abstentions and broker non-votes will have no effect on the Adjournment Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the Adjournment Proposal. Genesis Sponsor has agreed to vote the Genesis SPAC Ordinary Shares it owns in favor of the Adjournment Proposal. As of the record date, Genesis Sponsor owns approximately 91.3% of the issued and outstanding Genesis SPAC Ordinary Shares.

Recommendation of the Genesis SPAC Board

THE GENESIS SPAC BOARD UNANIMOUSLY RECOMMENDS THAT GENESIS SPAC SHAREHOLDERS VOTE
“FOR” THE APPROVAL OF THE ADJOURNMENT PROPOSAL.

U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following is a general discussion of the material U.S. federal income tax consequences of the exercise of redemption rights by U.S. Holders (defined below) of Genesis SPAC Public Shares. This discussion is based on provisions of the Code, the Treasury Regulations promulgated thereunder (whether final, temporary, or proposed), administrative rulings of the IRS, and judicial decisions, all as in effect on the date hereof, and all of which are subject to differing interpretations or change, possibly with retroactive effect. This discussion does not purport to be a complete analysis or listing of all potential U.S. federal income tax consequences that may apply to a holder as a result of the Business Combination. In addition, this discussion does not address all aspects of U.S. federal income taxation that may be relevant to particular holders nor does it take into account the individual facts and circumstances of any particular holder that may affect the U.S. federal income tax consequences to such holder, and accordingly, is not intended to be, and should not be construed as, tax advice. This discussion does not address the U.S. federal 3.8% Medicare tax imposed on certain net investment income or any aspects of U.S. federal taxation other than those pertaining to the income tax, nor does it address any tax consequences arising under any U.S. state and local, or non-U.S. tax laws, except as discussed herein, any tax reporting obligations of a holder of Genesis SPAC securities. Holders should consult their own tax advisors regarding such tax consequences in light of their particular circumstances.

No ruling has been requested or will be obtained from the IRS regarding the U.S. federal income tax consequences of the Business Combination or any other related matter; thus, there can be no assurance that the IRS will not challenge the U.S. federal income tax treatment described below or that, if challenged, such treatment will be sustained by a court.

This summary is limited to considerations relevant to U.S. Holders that hold Genesis SPAC securities as “capital assets” within the meaning of section 1221 of the Code (generally, property held for investment). This discussion does not address all aspects of U.S. federal income taxation that may be important to holders in light of their individual circumstances, including holders subject to special treatment under the U.S. tax laws, such as, for example:

•        banks or other financial institutions, underwriters, or insurance companies;

•        traders in securities who elect to apply a mark-to-market method of accounting;

•        real estate investment trusts and regulated investment companies;

•        tax-exempt organizations, qualified retirement plans, individual retirement accounts, or other tax-deferred accounts;

•        expatriates or former citizens or long-term residents of the United States;

•        subchapter S corporations, partnerships or other pass-through entities or investors in such entities;

•        any holder that is not a U.S. Holder;

•        dealers or traders in securities, commodities or currencies;

•        grantor trusts;

•        persons subject to the alternative minimum tax;

•        U.S. persons whose “functional currency” is not the U.S. dollar;

•        persons who received shares of Genesis SPAC Public Shares through the issuance of restricted stock under an equity incentive plan or through a tax-qualified retirement plan or otherwise as compensation;

•        persons who own (directly or through attribution) 5% or more (by vote or value) of the outstanding Genesis SPAC Public Shares;

•        holders holding Genesis SPAC securities as a position in a “straddle,” as part of a “synthetic security” or “hedge,” as part of a “conversion transaction,” or other integrated investment or risk reduction transaction;

•        controlled foreign corporations, PFICs, or foreign corporations with respect to which there are one or more United States shareholders within the meaning of Treasury Regulation section 1.367(b)-3(b)(1)(ii); or

•        the Sponsor or its affiliates.

As used in this proxy statement/prospectus, the term “U.S. Holder” means a beneficial owner of Genesis SPAC securities that is, for U.S. federal income tax purposes:

•        an individual who is a citizen or resident of the United States;

•        a corporation (or other entity that is classified as a corporation for U.S. federal income tax purposes) that is created or organized in or under the laws of the United States or any State thereof or the District of Columbia;

•        an estate the income of which is subject to U.S. federal income tax regardless of its source; or

•        a trust (i) if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (ii) that has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person for U.S. federal income tax purposes.

If a partnership, including for this purpose any entity or arrangement that is treated as a partnership for U.S. federal income tax purposes, holds Genesis SPAC securities, the U.S. federal income tax treatment of a partner in such partnership will generally depend on the status of the partner and the activities of the partnership. A holder that is a partnership and the partners in such partnership should consult their own tax advisors with regard to the U.S. federal income tax consequences of exercising their redemptions rights.

Because the Genesis SPAC Units will be separated into their component parts immediately prior to the exercise of redemption rights, a beneficial owner of a Genesis SPAC Unit should be treated as the owner of the underlying component Genesis SPAC securities for U.S. federal income tax purposes. The discussion below with respect to Genesis SPAC securities should also apply to holders of Genesis SPAC Units (as the deemed owner of the underlying component Genesis SPAC securities).

THIS SUMMARY DOES NOT PURPORT TO BE A COMPREHENSIVE ANALYSIS OR DESCRIPTION OF ALL POTENTIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE EXERCISING YOUR REDEMPTION RIGHTS. IN ADDITION, THE U.S. FEDERAL INCOME TAX TREATMENT OF THE BENEFICIAL OWNERS OF GENESIS SPAC SECURITIES MAY BE AFFECTED BY MATTERS NOT DISCUSSED HEREIN AND DEPENDS IN SOME INSTANCES ON DETERMINATIONS OF FACT AND INTERPRETATIONS OF COMPLEX PROVISIONS OF U.S. FEDERAL INCOME TAX LAW FOR WHICH NO CLEAR PRECEDENT OR AUTHORITY MAY BE AVAILABLE. HOLDERS OF GENESIS SPAC SECURITIES SHOULD CONSULT WITH THEIR TAX ADVISORS REGARDING THE PARTICULAR TAX CONSEQUENCES TO THEM, INCLUDING THE APPLICABILITY AND EFFECTS OF U.S. FEDERAL, STATE, LOCAL, AND OTHER TAX LAWS.

Certain U.S. Federal Income Tax Consequences of Exercising Redemption Rights

In the event that a U.S. Holder elects to redeem its Genesis SPAC Public Shares for cash, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as a sale or exchange of the Genesis SPAC Public Shares under Section 302 of the Code or is treated as a corporate distribution under Section 301 of the Code with respect to the U.S. Holder. If the redemption qualifies as a sale or exchange of the Genesis SPAC Public Shares, subject to the PFIC rules discussed below “— Passive Foreign Investment Company Status,” the U.S. Holder will be treated as recognizing capital gain or loss equal to the difference between the amount realized on the redemption and such U.S. Holder’s adjusted tax basis in the Genesis SPAC Public Shares surrendered in such redemption transaction. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for the Genesis SPAC Public Shares redeemed exceeds one year. It is unclear, however, whether the redemption rights with respect to the Genesis SPAC Public Shares may suspend the running of the applicable holding period for this purpose. Long-term capital gain realized by a non-corporate U.S. Holders is currently taxed at a reduced rate. The deductibility of capital losses is subject to limitations.

If the redemption does not qualify as a sale or exchange of Genesis SPAC Public Shares, subject to the PFIC rules discussed below “— Passive Foreign Investment Company Status,” the U.S. Holder will be treated as receiving a corporate distribution. Such distributions generally will constitute dividends for U.S. federal income tax purposes to the extent paid from Genesis SPAC’s current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. Holder’s adjusted tax basis in the Genesis SPAC Public Shares. Any remaining excess will be treated as gain realized on the sale or other disposition of the Genesis SPAC Public Shares. Dividends paid to a U.S. Holder that is a taxable corporation generally will not be eligible for the dividends received deduction generally allowed to domestic corporations in respect of dividends received from other domestic corporations. With certain exceptions (including, but not limited to, dividends treated as investment income for purposes of investment interest deduction limitations) and provided certain holding period requirements are met, dividends paid to a non-corporate U.S. Holder generally will constitute “qualified dividends” that will be subject to tax at the maximum tax rate accorded to long-term capital gains. However, it is unclear whether the redemption rights with respect to the Genesis SPAC Public Shares may prevent a U.S. Holder from satisfying the applicable holding period requirements with respect to the dividends received deduction or the preferential tax rate on qualified dividend income, as the case may be.

Whether a redemption qualifies for sale or exchange treatment will depend largely on the total number of Genesis SPAC Public Shares treated as held by the U.S. Holder (including any Genesis SPAC Public Shares constructively owned by the U.S. Holder as a result of owning Genesis SPAC Public Warrants or Genesis SPAC Rights) relative to all of the Genesis SPAC Public Shares outstanding both before and after the redemption. The redemption of Genesis SPAC Public Shares generally will be treated as a sale or exchange of the Genesis SPAC Public Shares (rather than as a corporate distribution) if the redemption (i) is “substantially disproportionate” with respect to the U.S. Holder, (ii) results in a “complete termination” of the U.S. Holder’s interest in Genesis SPAC or (iii) is “not essentially equivalent to a dividend” with respect to the U.S. Holder. These tests are explained more fully below.

In determining whether any of the foregoing tests are satisfied, a U.S. Holder takes into account not only Genesis SPAC Public Shares actually owned by the U.S. Holder, but also Genesis SPAC Public Shares that are constructively owned by it. A U.S. Holder may constructively own, in addition to stock owned directly, stock owned by certain related individuals and entities in which the U.S. Holder has an interest or that have an interest in such U.S. Holder, as well as any stock the U.S. Holder has a right to acquire by exercise of an option, which would generally include Genesis SPAC Public Shares which could be acquired pursuant to the exercise of the Genesis SPAC Public Warrants or Genesis SPAC Rights. In order to meet the substantially disproportionate test, (i) the percentage of Genesis SPAC’s outstanding voting stock actually and constructively owned by the U.S. Holder immediately following the redemption of Genesis SPAC Public Shares must be less than 80% of the percentage of Genesis SPAC’s outstanding voting stock actually and constructively owned by the U.S. Holder immediately before the redemption, (ii) the U.S. Holder’s percentage ownership (including constructive ownership) of Genesis SPAC’s outstanding stock (both voting and nonvoting) immediately after the redemption must be less than 80% of such percentage ownership (including constructive ownership) immediately before the redemption; and (iii) the U.S. Holder must own (including constructive ownership), immediately after the redemption, less than 50% of the total combined voting power of all classes of Genesis SPAC stock entitled to vote. There will be a complete termination of a U.S. Holder’s interest if either (i) all of the Genesis SPAC Public Shares actually and constructively owned by the U.S. Holder are redeemed or (ii) all of the Genesis SPAC Public Shares actually owned by the U.S. Holder are redeemed and the U.S. Holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of stock owned by certain family members and the U.S. Holder does not constructively own any other Genesis SPAC Public Shares. The redemption of the Genesis SPAC Public Shares will not be essentially equivalent to a dividend if a U.S. Holder’s redemption results in a “meaningful reduction” of the U.S. Holder’s proportionate interest in Genesis SPAC. Whether the redemption will result in a meaningful reduction in a U.S. Holder’s proportionate interest in Genesis SPAC will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority shareholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.” A U.S. Holder should consult with its own tax advisors as to the tax consequences of a redemption.

If none of the foregoing tests is satisfied, then the redemption will be treated as a corporate distribution. After the application of those rules regarding corporate distributions, any remaining tax basis of the U.S. Holder in the redeemed Genesis SPAC Public Shares will be added to the U.S. Holder’s adjusted tax basis in its remaining Genesis SPAC Public Shares, or, if it has none, to the U.S. Holder’s adjusted tax basis in its Genesis SPAC Public Warrants

or possibly in other Genesis SPAC Public Shares constructively owned by it. Shareholders who hold different blocks of Genesis SPAC Public Shares (generally, shares of Genesis SPAC purchased or acquired on different dates or at different prices) should consult their tax advisors to determine how the above rules apply to them.

All U.S. Holders are urged to consult their tax advisors as to the tax consequences to them of a redemption of all or a portion of their Genesis SPAC Public Shares pursuant to an exercise of redemption rights.

Passive Foreign Investment Company Status

A.      Definition and General Taxation of a PFIC

A non-U.S. corporation will be classified as a PFIC for any taxable year (a) if at least 75% of its gross income consists of passive income, such as dividends, interest, rents and royalties (except for rents and royalties earned in the active conduct of a trade or business), and gains on the disposition of property that produces such income, or (b) if at least 50% of the fair market value of its assets (determined on the basis of a quarterly average) is attributable to assets that produce, or are held for the production of, passive income (including for these purposes its pro rata share of the gross income and assets of any corporation (and, if certain proposed Treasury Regulations are applied, partnerships) in which it is considered to own at least 25% of the interest, by value). The determination of whether a foreign corporation is a PFIC is made annually. Our U.S. counsel expresses no opinion with respect to our PFIC status for any taxable year.

If Genesis SPAC is determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder of Genesis SPAC securities and, in the case of Genesis SPAC Public Shares, the U.S. Holder did not make either (a) a timely qualified election fund (“QEF”) election under Section 1295 of the Code for Genesis SPAC’s first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) Genesis SPAC Public Shares or (b) a QEF election along with a “purging election,” both of which are discussed further below, such holder generally will be subject to special rules with respect to:

•        any gain recognized by the U.S. Holder on the sale or other disposition of Genesis SPAC securities; and

•        any “excess distribution” made to the U.S. Holder (generally, any distributions to such U.S. Holder during a taxable year of the U.S. Holder that are greater than 125% of the average annual distributions received by such U.S. Holder in respect of the Genesis SPAC Public Shares during the three preceding taxable years of such U.S. Holder or, if shorter, such U.S. Holder’s holding period for the Genesis SPAC Public Shares).

Under these rules,

•        the U.S. Holder’s gain or excess distribution will be allocated ratably over the U.S. Holder’s holding period for the Genesis SPAC securities;

•        the amount allocated to the U.S. Holder’s taxable year in which the U.S. Holder recognized the gain or received the excess distribution, or to the period in the U.S. Holder’s holding period before the first day of Genesis SPAC’s first taxable year in which it qualified as a PFIC, will be taxed as ordinary income;

•        the amount allocated to other taxable years (or portions thereof) of the U.S. Holder and included in its holding period will be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder; and

•        the interest charge generally applicable to underpayments of tax will be imposed in respect of the tax attributable to each such other taxable year of the U.S. Holder.

In general, if Genesis SPAC is determined to be a PFIC, a U.S. Holder may avoid the PFIC tax consequences described above with respect to its Genesis SPAC Public Shares by making a timely QEF election (or a QEF election along with a purging election), as described below. Pursuant to the QEF election, a U.S. Holder will be required to include in income its pro rata share of Genesis SPAC’s net capital gain (as long-term capital gain) and other earnings and profits (as ordinary income), on a current basis, whether or not distributed, in the taxable year of the U.S. Holder in which or with which Genesis SPAC’s taxable year ends.

B.    Impact of PFIC Rules on Certain U.S. Holders

The impact of the PFIC rules on a U.S. Holder of Genesis SPAC securities will depend on whether the U.S. Holder has made a timely and effective election to treat Genesis SPAC as a QEF, for Genesis SPAC’s first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) Genesis SPAC Public Shares, or if the U.S. Holder made an effective QEF election along with a “purging election,” as discussed below. A U.S. Holder’s ability to make an effective QEF election with respect to Genesis SPAC is contingent upon, among other things, the provision by Genesis SPAC of certain information that would enable the U.S. Holder to make and maintain a QEF election. If Genesis SPAC determines it is a PFIC for any taxable year, it will endeavor to provide to a U.S. Holder upon request such information as the IRS may require, including a PFIC annual information statement, in order to enable the U.S. Holder to make and maintain a QEF election. However, there is no assurance that Genesis SPAC will have timely knowledge of its status as a PFIC in the future or of the required information to be provided. A U.S. Holder of a PFIC that made a timely and effective QEF election for Genesis SPAC’s first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) Genesis SPAC Public Shares, or that made a QEF election along with a purging election, as discussed below, is hereinafter referred to as an “Electing Shareholder.” A U.S. Holder of a PFIC that did not make a timely and effective QEF election for Genesis SPAC’s first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) Genesis SPAC Public Shares, or that did not make a QEF election along with a purging election, is hereinafter referred to as a “Non-Electing Shareholder.”

As indicated above, if a U.S. Holder of Genesis SPAC Public Shares has not made a timely and effective QEF election with respect to Genesis SPAC’s first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) Genesis SPAC Public Shares, such U.S. Holder generally may nonetheless qualify as an Electing Shareholder by filing on a timely filed U.S. income tax return (including extensions) a QEF election and a purging election to recognize under the rules of Section 1291 of the Code any gain that it would otherwise recognize if the U.S. Holder sold its Genesis SPAC Public Shares for their fair market value on the “qualification date.” The qualification date is the first day of Genesis SPAC’s tax year in which Genesis SPAC qualifies as a QEF with respect to such U.S. Holder. The purging election can only be made if such U.S. Holder held Genesis SPAC Public Shares on the qualification date. The gain recognized by the purging election will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above. As a result of the purging election, the U.S. Holder will increase the adjusted tax basis in its Genesis SPAC Public Shares by the amount of the gain recognized and will also have a new holding period in the Genesis SPAC Public Shares for purposes of the PFIC rules.

A U.S. Holder may not make a QEF election with respect to its Genesis SPAC Public Warrants. As a result, if a U.S. Holder of Genesis SPAC Public Warrants sells or otherwise disposes of such rights, any gain recognized will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above, if Genesis SPAC were a PFIC at any time during the period the U.S. Holder held the Genesis SPAC Public Warrants.

U.S. Holders that hold (or are deemed to hold) stock of a foreign corporation that qualifies as a PFIC may instead elect to annually mark such stock to its market value if such stock is regularly traded on a national securities exchange that is registered with the SEC or certain foreign exchanges or markets of which the IRS has approved (a “mark-to-market election”). The Nasdaq Stock Market currently is considered to be an exchange that would allow a U.S. Holder to make a mark-to-market election.

The rules dealing with PFICs and with the QEF election and purging election (or a mark-to-market election) are very complex and are affected by various factors in addition to those described above. Accordingly, a U.S. Holder of Genesis SPAC securities should consult its own tax advisor concerning the application of the PFIC rules to such securities under such holder’s particular circumstances.

Information Reporting and Backup Withholding

Information reporting requirements will apply to redemptions from U.S. Holders of Genesis SPAC Public Shares. Backup withholding may apply to such amounts if the U.S. Holder fails to provide an accurate taxpayer identification number (generally on an IRS Form W-9 provided to the paying agent of the U.S. Holder’s broker) or is otherwise subject to backup withholding. U.S. Holders should consult their own tax advisors regarding the application of the U.S. information reporting and backup withholding rules.

CAYMAN ISLANDS TAX CONSIDERATIONS

The following is a discussion of certain Cayman Islands tax consequences of an investment in our ordinary shares. The discussion is a general summary of present law, which is subject to prospective and retroactive change. It is not intended as tax advice, does not consider any investor’s particular circumstances and does not consider tax consequences other than those arising under Cayman Law.

Under Existing Cayman Law

Payments of dividends and capital in respect of our ordinary shares will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of interest and principal or a dividend or capital to any holder of ordinary shares, as the case may be, nor will gains derived from the disposal of our ordinary shares be subject to Cayman Islands income or corporation tax. The Cayman Islands currently have no income, corporation or capital gains tax and no estate duty, inheritance tax or gift tax.

No stamp duty is payable in respect of the issuance of our ordinary shares or on an instrument of transfer in respect of an ordinary share.

We have been incorporated under the laws of the Cayman Islands as an exempted company with limited liability and, as such, have obtained an undertaking from the Financial Secretary of the Cayman Islands in the following form:

The Tax Concessions Act Undertaking As To Tax Concessions

In accordance with the Tax Concessions Act the following undertaking is hereby given to the Company:

•        That no Act which is hereafter enacted in the Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to the Company or its operations; and

•        In addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable

•        on or in respect of the shares, debentures or other obligations of the Company; or

•        by way of the withholding in whole or in part of any relevant payment as defined in the Tax Concessions Act.

These concessions shall be for a period of TWENTY years from the date of the undertaking.

SHARES ELIGIBLE FOR FUTURE SALE

All of our outstanding Public Shares are freely tradable without restriction or further registration under the Securities Act, except for any ordinary shares purchased by one of our affiliates within the meaning of Rule 144 under the Securities Act. All of the outstanding Founder Shares and all of the outstanding Genesis SPAC Private Placement Warrants are restricted securities under Rule 144, in that they were issued in private transactions not involving a public offering.

Rule 144

Pursuant to Rule 144 under the Securities Act (“Rule 144”), a person who has beneficially owned restricted Post-Combination Ordinary Shares (including, in each case, any ADS issued against the deposit of any Post-Combination Ordinary Shares), for at least six months would be entitled to sell their securities; provided that (i) such person is not deemed to have been one of the Post-Combination Company’s affiliates at the time of, or at any time during the three months preceding, a sale and (ii) the Post-Combination Company is subject to the Exchange Act periodic reporting requirements for at least three months before the sale and have filed all required reports under Section 13 or 15(d) of the Exchange Act during the 12 months (or such shorter period as it was required to file reports) preceding the sale.

Persons who have beneficially owned restricted Post-Combination Ordinary Shares (including, in each case, any ADS issued against the deposit of any Post-Combination Ordinary Shares) for at least six months but who are Post-Combination Company affiliates at the time of, or at any time during the three months preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of:

•        1% of the then outstanding equity shares of the same class; or

•        the average weekly trading volume of the applicable Post-Combination Company AD security of the same class during the four calendar weeks preceding the date on which notice of the sale is filed with the SEC.

Sales by affiliates of the Post-Combination Company under Rule 144 are also subject to certain requirements relating to manner of sale, notice and the availability of current public information about the Post-Combination Company.

Restrictions on the Use of Rule 144 by Shell Companies or Former Shell Companies

Rule 144 is not available for the resale of securities initially issued by shell companies (other than business combination related shell companies) or issuers that have been at any time previously a shell company. However, Rule 144 also includes an important exception to this prohibition if the following conditions are met:

•        the issuer of the securities that was formerly a shell company has ceased to be a shell company;

•        the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;

•        the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials); and

•        at least one year has elapsed from the time that the issuer filed Form 20-F type information with the SEC, which is expected to be filed promptly after completion of the Business Combination, reflecting its status as an entity that is not a shell company.

ENFORCEABILITY OF CIVIL LIABILITY

The Cayman Islands has a different body of securities laws as compared to the United States and provides less protection to investors. Additionally, Cayman Islands companies may not have standing to sue before the Federal courts of the United States.

We have been advised by Conyers Dill & Pearman LLP, our Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. The Cayman Islands court will not enforce criminal fines and tax judgments and judgments that are contrary to Cayman Islands public policy. However, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, and or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

TRANSFER AGENT AND REGISTRAR

The registrar and transfer agent for Genesis SPAC Ordinary Shares is Continental Stock Transfer & Trust Company, a New York limited purpose trust company.

WHERE YOU CAN FIND MORE INFORMATION

Genesis SPAC files annual, quarterly and current reports, proxy statement and other information with the SEC required by the Exchange Act. Genesis SPAC’s public filings are available to the public from the SEC’s website at www.sec.gov. You may request a copy of Genesis SPAC’s filings with the SEC (excluding exhibits) at no cost by contacting Genesis SPAC at the address and/or telephone number below.

If you would like additional copies of this proxy statement or Genesis SPAC’s other filings with the SEC (excluding exhibits) or if you have questions about the Business Combination or the proposals to be presented at the Shareholder Extraordinary General Meeting, you should contact Genesis SPAC at the following address and telephone number:

Genesis Growth Tech Acquisition Corp.
Bahnhofstrasse 3
Hergiswil Nidwalden, Switzerland
+41 78 607 99 01

You may also obtain additional copies of this proxy statement by requesting them in writing or by telephone from Genesis SPAC’s proxy solicitation agent at the following address and telephone number:

Advantage Proxy, Inc.

PO Box 10904

Yakima, WA 98909

Toll Free: (877) 870-8565

Collect: (206) 870-8565

Email: ksmith@advantageproxy.com

You will not be charged for any of the documents you request. If your Genesis SPAC Ordinary Shares are held in a stock brokerage account or by a bank or other nominee, you should contact your broker, bank or other nominee for additional information.

If you are a Genesis SPAC shareholder and would like to request documents, please do so by five business days prior to the Shareholder Extraordinary General Meeting, in order to receive them before the Shareholder Extraordinary General Meeting. If you request any documents from Genesis SPAC, such documents will be mailed to you by first class mail, or another equally prompt means.

All information contained in this proxy statement relating to Genesis SPAC has been supplied by Genesis SPAC, and all such information relating to Genesis Sponsor has been supplied by Genesis Sponsor. Information provided by either Genesis SPAC or Genesis Sponsor does not constitute any representation, estimate or projection of any other party. This document is a proxy statement of Genesis SPAC for the Shareholder Extraordinary General Meeting. Genesis SPAC and Genesis Sponsor have not authorized anyone to give any information or make any representation about the Business Combination or the parties thereto, including Genesis SPAC, which is different from, or in addition to, that contained in this proxy statement. Therefore, if anyone does give you information of this sort, you should not rely on it. The information contained in this proxy statement speaks only as of the date of this proxy statement, unless the information specifically indicates that another date applies.

INDEX TO FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of

Genesis Growth Tech Acquisition Corp.

Opinion on the Consolidated financial statements

We have audited the accompanying balance sheets of Genesis Growth Tech Acquisition Corp. (the “Company”) as of December 31, 2023 and 2022, and the related statements of operations, stockholders’ deficit, and cash flows for the year ended December 31, 2023 and 2022, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the year ended December 31, 2023 and 2022, in conformity with accounting principles generally accepted in the United States of America.

Going Concern Matter

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1 to the consolidated financial statements, the Company’s business plan is dependent on the completion of a business combination within a prescribed period of time and if not completed will cease all operations except for the purpose of liquidating. The date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ MaloneBailey, LLP

www.malonebailey.com

We have served as the Company’s auditor since 2023.

Houston, Texas

March 6, 2024

GENESIS GROWTH TECH ACQUISITION CORP.
BALANCE SHEETS

The accompanying notes are an integral part of these consolidated financial statements.

GENESIS GROWTH TECH ACQUISITION CORP.
STATEMENTS OF OPERATIONS

The accompanying notes are an integral part of these consolidated financial statements.

GENESIS GROWTH TECH ACQUISITION CORP.
STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

The accompanying notes are an integral part of these consolidated financial statements.

GENESIS GROWTH TECH ACQUISITION CORP.
NOTES TO UNAUDITED FINANCIAL STATEMENTS

NOTE 1 — DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN

Genesis Growth Tech Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on March 17, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

As of December 31, 2023, the Company had not commenced any operations. All activity for the period from March 17, 2021 (inception) through December 31, 2023, relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income from the proceeds derived from the Initial Public Offering and placed in a Trust Account (as defined below).

The Company’s sponsor is Genesis Growth Tech LLC, a Cayman Islands limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on December 8, 2021. On December 13, 2021, the Company consummated its Initial Public Offering of 22,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $220.0 million and incurring offering costs of approximately $19.0 million, of which $12.1 million was for deferred underwriting fees for costs relating to the Initial Public Offering. The Company granted the underwriters a 45-day option to purchase up to an additional 3,300,000 Units at the Initial Public Offering price to cover over-allotments. On December 21, 2021, the underwriters pursuant to the full exercise of the over-allotment option, purchased 3,300,000 Units. The over-allotment units were sold at the offering price of $10.00 per Unit, generating additional gross proceeds to the Company of $33.0 million. The Company incurred additional offering costs of approximately $2.1 million in connection with the over-allotment, of which approximately $1.8 million was for deferred underwriting commissions (see Note 5). On January 26, 2023, Nomura Securities International, Inc. (“Nomura”) the underwriter for the initial public offering of the Company, pursuant to a letter dated as of the same date, waived its entitlement to the payment of the deferred underwriting discount then payable to Nomura in connection with the Initial Public Offering and pursuant to the prior underwriting agreement between Nomura and the Company dated December 8, 2021. Other than such waiver, the letter did not waive any rights or obligations of the Company or Nomura which survive the termination of the underwriting agreement.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 8,050,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $8.1 million. In connection with the full exercise of the over-allotment option on December 21, 2021, the Sponsor purchased an additional 825,000 Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant, generating additional gross proceeds to the Company of $825,000 (Note 4).

Upon the closing of the Initial Public Offering, the over-allotment and the Private Placement, $253 million (or $10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering, the over-allotment and the Private Placement Warrants in the Private Placement were placed in a trust account (“Trust Account”), located in the United States, with Continental Stock Transfer & Trust Company acting as trustee, and will invest only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligations. Except with respect to interest and other income earned on the funds held in the Trust Account that may be released to the Company to pay taxes, if any, and up to $100,000 for dissolution costs, the proceeds from the Initial Public Offering, the over-allotment and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (i) the completion of an initial Business Combination, (ii) the redemption of the Company’s public shares if the Company does not complete an