| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 02/14/2022 | 3. Issuer Name and Ticker or Trading Symbol Genesis Unicorn Capital Corp. [ GENQ ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Class B Common Stock, par value $0.0001 per share | (1) | (1) | Class A Common Stock, par value $0.0001 | 1,953,250 | (1) | D(2) | |
| Explanation of Responses: |
| 1. As described in the Registration Statement on Form S-1 (File No. 333-257623) under the heading "Description of Securities-Founder Shares and Placement Shares, the Class B Common Stock, par value $0.0001 per share of Genesis Unicorn Capital Corp., a Delaware corporation (the "Issuer") will automatically convert into shares of Class A Common Stock, par value $0.0001 of the Issuer at the time of the Issuer's initial business combination, on a one-for-one basis, subject to adjustment for share splits, share dividends, reorganizations, recapitalizations and similar transactions, and certain antidilution rights and have no expiration date. |
| 2. Genesis Unicorn Capital, LLC (the "Sponsor") is the record holder of the shares of Class B Common Stock reported herein. The Reporting Person is the Chairman of the Board, President and Chief Financial Officer of the Issuer and the Manager of the Sponsor and may be deemed to share beneficial ownership of the securities held of record by the Sponsor. As the manager of the Sponsor, the Reporting Person disclams any such beneficial ownership except ot the extent of his pecuniary interest. |
| /s/ Samuel Lui | 03/04/2022 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
