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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31,
2021
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______
Commission File Number 001-41138
GENESIS GROWTH TECH ACQUISITION CORP.
(Exact Name of Registrant as Specified in its Charter)
Cayman Islands
98-1601264
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)
Bahnhofstrasse 3 Hergiswil Nidwalden, Switzerland
6052
(Address of Principal Executive Offices)
(Zip code)
+41 78 607 99 01
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
98-1601264
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)
Bahnhofstrasse 3 Hergiswil Nidwalden, Switzerland
6052
(Address of Principal Executive Offices)
(Zip code)
+41 78 607 99 01
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
Trading symbol(s)
Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant
GGAAU
The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share
GGAA
The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share
GGAAW
The Nasdaq Stock Market LLC
Securities registered pursuant to Section 12(g)
of the Act:
None
Indicate by check mark if
the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
No ☒
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
share
GGAA
The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share
GGAAW
The Nasdaq Stock Market LLC
Securities registered pursuant to Section 12(g)
of the Act:
None
Indicate by check mark if
the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
No ☒
Indicate by check mark if
the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
No ☒
Indicate by check mark whether
the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes ☒
No ☐
Auditor PCAOB ID Number 2468
| Auditor Name: Citrin Cooperman & Company, LLP | Auditor
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes ☒
No ☐
Auditor PCAOB ID Number 2468
| Auditor Name: Citrin Cooperman & Company, LLP | Auditor Location: New York, New York
Indicate by check mark whether
the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit
such files). Yes ☒ No ☐
Indicate by check mark whether
the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging
growth company. See the definitions of “large, accelerated filer,” “accelerated filer,” “smaller reporting
company,” and “emerging growth company”
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
or for such shorter period that the registrant was required to submit
such files). Yes ☒ No ☐
Indicate by check mark whether
the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging
growth company. See the definitions of “large, accelerated filer,” “accelerated filer,” “smaller reporting
company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large, accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by checkmark whether
the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control
over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by checkmark whether
the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control
over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm
that prepared or issued its audit report. ☐
Indicate by check mark whether
the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒
No ☐
The registrant’s units,
each consisting of one Class A ordinary share and one-half of one redeemable warrant, began trading on The Nasdaq Global Market on December
9, 2021. Prior to that date, the registrant’s units were not traded on any national securities exchange or in the over-the-counter
market. 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. As of
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
units,
each consisting of one Class A ordinary share and one-half of one redeemable warrant, began trading on The Nasdaq Global Market on December
9, 2021. Prior to that date, the registrant’s units were not traded on any national securities exchange or in the over-the-counter
market. 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. As of December 31, 2021, the last business day of the registrant’s most recently completed
fourth fiscal quarter, the aggregate market value of voting and non-voting ordinary shares held by non-affiliates of the registrant was
approximately $221.1 million, determined using the per share closing price on The Nasdaq Global Market on that date of $10.05. Ordinary
shares held by each director and executive officer (and their respective affiliates) and each person who owns 10 percent or more of the
outstanding ordinary shares or who is otherwise believed by the registrant to be in a control position have been excluded. This determination
of affiliate status is not necessarily a conclusive determination for other purposes.
As of April 15,
2022,
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
, determined using the per share closing price on The Nasdaq Global Market on that date of $10.05. Ordinary
shares held by each director and executive officer (and their respective affiliates) and each person who owns 10 percent or more of the
outstanding ordinary shares or who is otherwise believed by the registrant to be in a control position have been excluded. This determination
of affiliate status is not necessarily a conclusive determination for other purposes.
As of April 15,
2022, 25,300,000 Class A ordinary shares, par value $0.0001 per share, and 6,325,000 Class B ordinary shares, par value $0.0001 per share,
were issued and outstanding.
Table of Contents
Page
PART I
Item 1. Business
Item 1A. Risk Factors
22
Item 1B. Unresolved Staff Comments
55
Item 2. Properties
55
Item 3. Legal Proceedings
55
Item 4. Mine Safety Disclosures
55
PART II
56
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
56
Item 6. [Reserved]
57
Item
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
Item 1. Business
Item 1A. Risk Factors
22
Item 1B. Unresolved Staff Comments
55
Item 2. Properties
55
Item 3. Legal Proceedings
55
Item 4. Mine Safety Disclosures
55
PART II
56
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
56
Item 6. [Reserved]
57
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
57
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
61
Item 8. Financial Statements and Supplementary Data
F-1
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
62
Item 9A. Controls and Procedures
62
Item 9B. Other Information
62
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
62
PART III
63
Item 10. Directors, Executive Officers and Corporate Governance
63
Item 11. Executive Compensation
72
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
Disagreements With Accountants on Accounting and Financial Disclosure
62
Item 9A. Controls and Procedures
62
Item 9B. Other Information
62
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
62
PART III
63
Item 10. Directors, Executive Officers and Corporate Governance
63
Item 11. Executive Compensation
72
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
73
Item 13. Certain Relationships and Related Transactions, and Director Independence
75
Item 14. Principal Accountant Fees and Services
77
PART IV
78
Item 15. Exhibits and Financial Statement Schedules
78
CERTAIN TERMS
References to the “Company,”
“our,” “us” or “we” refer to Genesis Growth Tech Acquisition Corp., a blank check company incorporated
on March 17, 2021 as a Cayman Islands exempted company 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, which we refer
to throughout this Annual Report on Form 10-K as our “initial
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
the “Company,”
“our,” “us” or “we” refer to Genesis Growth Tech Acquisition Corp., a blank check company incorporated
on March 17, 2021 as a Cayman Islands exempted company 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, which we refer
to throughout this Annual Report on Form 10-K as our “initial business combination.” References to our “Sponsor”
refer to Genesis Growth Tech LLC, a Cayman Islands limited liability company. References to “equity-linked securities” are
to any securities of the Company or any of our subsidiaries which are convertible into, or exchangeable or exercisable for, equity securities
of the Company or such subsidiary, including any securities issued by the Company or any of our subsidiaries which are pledged to secure
any obligation of any holder to purchase equity securities of the Company or any of our subsidiaries. References to the “SEC”
are to the U.S. Securities and Exchange Commission. References to our “Initial Public Offering” refer to our initial public
offering, which closed on December 13, 2021 (the “IPO Closing Date
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
isable for, equity securities
of the Company or such subsidiary, including any securities issued by the Company or any of our subsidiaries which are pledged to secure
any obligation of any holder to purchase equity securities of the Company or any of our subsidiaries. References to the “SEC”
are to the U.S. Securities and Exchange Commission. References to our “Initial Public Offering” refer to our initial public
offering, which closed on December 13, 2021 (the “IPO Closing Date”). References to “Class A Ordinary Shares”
are to our Class A ordinary shares, par value $0.0001, and references to “public shares” are to our Class A Ordinary Shares
sold as part of the units in our Initial Public Offering. References to “public shareholders” are to the holders of our public
shares.
FORWARD-LOOKING
STATEMENTS
Certain statements in this
Annual Report on Form 10-K may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking
statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions
or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
shareholders” are to the holders of our public
shares.
FORWARD-LOOKING
STATEMENTS
Certain statements in this
Annual Report on Form 10-K may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking
statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions
or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future
events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,”
“plan,” “possible,” “potential,” “predict,” “project,” “should,”
“would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that
a statement is not forward-looking. Forward-looking statements in this Annual Report on Form 10-K may include, for example, statements
about:
our
ability to select an appropriate target business or businesses;
our ability to complete our initial business combination;
our expectations around the performance of the prospective target business or businesses;
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
“potential,” “predict,” “project,” “should,”
“would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that
a statement is not forward-looking. Forward-looking statements in this Annual Report on Form 10-K may include, for example, statements
about:
our
ability to select an appropriate target business or businesses;
our ability to complete our initial business combination;
our expectations around the performance of the prospective target business or businesses;
our success in retaining or recruiting, or changes required in, our officers, key employees or directors
following our initial business combination;
our officers and directors allocating their time to other businesses and potentially having conflicts
of interest with our business or in approving our initial business combination;
our potential ability to obtain additional financing to complete our initial business combination;
our pool of prospective target businesses;
our ability to consummate our initial business combination due to the uncertainty resulting from the ongoing
COVID-19 pandemic and other events (such as terrorist attacks, natural disasters or other significant outbreaks of infectious diseases);
the ability of our officers and directors to generate a number of potential acquisition opportunities;
our public securities’ potential liquidity and trading;
the lack of a market for our securities;
the use of proceeds not held
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
ability to obtain additional financing to complete our initial business combination;
our pool of prospective target businesses;
our ability to consummate our initial business combination due to the uncertainty resulting from the ongoing
COVID-19 pandemic and other events (such as terrorist attacks, natural disasters or other significant outbreaks of infectious diseases);
the ability of our officers and directors to generate a number of potential acquisition opportunities;
our public securities’ potential liquidity and trading;
the lack of a market for our securities;
the use of proceeds not held in the Trust Account described below or available to us from interest income
on the Trust Account balance;
the Trust Account not being subject to claims of third parties; or
our financial performance.
The forward-looking statements
contained in this Annual Report on Form 10-K are based on our current expectations and beliefs concerning future developments and their
potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These
forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may
cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These
risks and uncertainties include, but are not limited to, those factors described under “
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
our current expectations and beliefs concerning future developments and their
potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These
forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may
cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These
risks and uncertainties include, but are not limited to, those factors described under “Part I, Item 1A. Risk Factors.”
Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary
in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities
laws.
ii
RISK FACTORS SUMMARY
An investment in our securities
involves a high degree of risk. You should consider carefully the risks that we deem material described below, together with the other
information contained in this Annual Report on Form 10-K, including all the risks described under “Part I, Item 1A. Risk
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
revise any forward-looking
statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities
laws.
ii
RISK FACTORS SUMMARY
An investment in our securities
involves a high degree of risk. You should consider carefully the risks that we deem material described below, together with the other
information contained in this Annual Report on Form 10-K, including all the risks described under “Part I, Item 1A. Risk Factors”,
before making a decision to invest in our securities.
We are a recently incorporated company with no operating history and no revenues, and you have no basis
on which to evaluate our ability to achieve our business objective.
Our shareholders may not be afforded an opportunity to vote on our proposed initial business combination,
which means we may complete our initial business combination even though a majority of our shareholders do not support such a combination.
Your only opportunity to affect the investment decision regarding a potential business combination may
be limited to the exercise of your right to redeem your shares from us for cash.
Our search for a business combination, and any target business with which we ultimately consummate a business
combination, may be materially adversely affected by the recent coronavirus (COVID-19) outbreak and the
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
our proposed initial business combination,
which means we may complete our initial business combination even though a majority of our shareholders do not support such a combination.
Your only opportunity to affect the investment decision regarding a potential business combination may
be limited to the exercise of your right to redeem your shares from us for cash.
Our search for a business combination, and any target business with which we ultimately consummate a business
combination, may be materially adversely affected by the recent coronavirus (COVID-19) outbreak and the status of debt and equity markets.
We may not be able to consummate an initial business combination within 12 months after the IPO Closing
Date (extendable at our Sponsor’s option up to 18 months), in which case we would cease all operations except for the purpose of
winding up and we would redeem our public shares and liquidate, in which case our public shareholders may receive only $10.15 per share,
or less than such amount in certain circumstances, and our warrants will expire worthless.
Because we are neither limited to evaluating a target business in a particular industry sector nor have
we selected any specific target businesses with which to pursue our initial business combination, you will be unable to ascertain the
merits or risks of any particular target business’s operations.
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
winding up and we would redeem our public shares and liquidate, in which case our public shareholders may receive only $10.15 per share,
or less than such amount in certain circumstances, and our warrants will expire worthless.
Because we are neither limited to evaluating a target business in a particular industry sector nor have
we selected any specific target businesses with which to pursue our initial business combination, you will be unable to ascertain the
merits or risks of any particular target business’s operations.
Although we have identified general criteria and guidelines that we believe are important in evaluating
prospective target businesses, we may enter into our initial business combination with a target that does not meet such criteria and guidelines,
and as a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent
with our general criteria and guidelines.
We may attempt to complete our initial business combination with a private or early stage company, a financially
unstable business or an entity lacking an established record of revenue or earnings about which little information is available, which
may result in a business combination with a company that is not as profitable as we suspected, if at all.
If we pursue a target company with operations or opportunities outside of the United States for our initial
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
initial business combination may not have attributes entirely consistent
with our general criteria and guidelines.
We may attempt to complete our initial business combination with a private or early stage company, a financially
unstable business or an entity lacking an established record of revenue or earnings about which little information is available, which
may result in a business combination with a company that is not as profitable as we suspected, if at all.
If we pursue a target company with operations or opportunities outside of the United States for our initial
business combination, we may face additional burdens in connection with investigating, agreeing to and completing such initial business
combination, and if we effect such initial business combination, we would be subject to a variety of additional risks that may negatively
impact our operations.
We may not hold an annual general meeting until after the consummation of our initial business combination.
We may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with
the approval by the holders of at least 65% of the then-outstanding public warrants. As a result, the exercise price of your warrants
could be increased, the exercise period could be shortened and the number of our Class A ordinary shares purchasable upon exercise of
a warrant could be decreased, all
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
annual general meeting until after the consummation of our initial business combination.
We may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with
the approval by the holders of at least 65% of the then-outstanding public warrants. As a result, the exercise price of your warrants
could be increased, the exercise period could be shortened and the number of our Class A ordinary shares purchasable upon exercise of
a warrant could be decreased, all without your approval.
We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you,
thereby making your warrants worthless.
Past performance by our management team or their respective affiliates may not be indicative of future
performance of an investment in us.
We may engage in a business combination with one or more target businesses that have relationships with
entities that may be affiliated with our Sponsor, officers, directors or existing holders which may raise potential conflicts of interest.
Since our Sponsor, executive officers, directors and other affiliates will lose their entire investment
in us if our initial business combination is not completed (other than with respect to public shares they may acquire), a conflict of
interest may arise in determining whether a particular business combination target is appropriate for our initial
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
We may engage in a business combination with one or more target businesses that have relationships with
entities that may be affiliated with our Sponsor, officers, directors or existing holders which may raise potential conflicts of interest.
Since our Sponsor, executive officers, directors and other affiliates will lose their entire investment
in us if our initial business combination is not completed (other than with respect to public shares they may acquire), a conflict of
interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.
Our management may not be able to maintain control of a target business after our initial business combination.
We cannot provide assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or
abilities necessary to profitably operate such business.
Our Sponsor controls a substantial interest in us and thus may exert a substantial influence on actions
requiring a shareholder vote, potentially in a manner that you do not support.
We may be a passive foreign investment company, or “PFIC,” which could result in adverse U.S.
federal income tax consequences to U.S. investor.
iii
PART I
Item 1. Business.
Introduction
We are a blank check company
incorporated on March 17, 2021 as a
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cik:1865697
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Text:
Our Sponsor controls a substantial interest in us and thus may exert a substantial influence on actions
requiring a shareholder vote, potentially in a manner that you do not support.
We may be a passive foreign investment company, or “PFIC,” which could result in adverse U.S.
federal income tax consequences to U.S. investor.
iii
PART I
Item 1. Business.
Introduction
We are a blank check company
incorporated on March 17, 2021 as a Cayman Islands exempted company 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.
On May 26, 2021, our Sponsor
paid $25,000, or approximately $0.003 per share, to cover certain expenses on our behalf in consideration of 7,187,500 Class B ordinary
shares, par value $0.0001 (the “Founder Shares”). The per share price of the Founder Shares was determined by dividing the
amount contributed to us by the number of Founder Shares issued. On September 20, 2021, our Sponsor surrendered an aggregate of 1,437,500
Founder Shares
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paid $25,000, or approximately $0.003 per share, to cover certain expenses on our behalf in consideration of 7,187,500 Class B ordinary
shares, par value $0.0001 (the “Founder Shares”). The per share price of the Founder Shares was determined by dividing the
amount contributed to us by the number of Founder Shares issued. On September 20, 2021, our Sponsor surrendered an aggregate of 1,437,500
Founder Shares to the Company’s capital for no consideration, resulting in the Sponsor holding an aggregate of 5,750,000 Founder
Shares. On December 3, 2021, our Sponsor agreed to transfer to Nomura Securities International, Inc. (“Nomura”) an aggregate
of 431,250 Founder Shares at the Sponsor’s original purchase price. On December 8, 2021, we effected a share capitalization pursuant
to which we issued an additional 575,000 Founder Shares to our Sponsor and we also agreed to transfer to Nomura an additional 43,125 Founder
Shares. As a result, our Sponsor holds 5,850,625 Founder Shares and Nomura holds 474,375 Founder Shares.
On the IPO Closing Date, we
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cik:1865697
ticker:GGAAW
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of 431,250 Founder Shares at the Sponsor’s original purchase price. On December 8, 2021, we effected a share capitalization pursuant
to which we issued an additional 575,000 Founder Shares to our Sponsor and we also agreed to transfer to Nomura an additional 43,125 Founder
Shares. As a result, our Sponsor holds 5,850,625 Founder Shares and Nomura holds 474,375 Founder Shares.
On the IPO Closing Date, we
consummated our upsized Initial Public Offering of 22,000,000 units (the “units”). The units consist of one public share and
one-half of one warrant (the “public warrants”). Each public warrant entitles the holder thereof to purchase one of our Class
A ordinary shares at a price of $11.50 per share, subject to adjustment, and only whole warrants are exercisable. On December 21, 2021,
we issued an additional 3,300,000 units in connection with the closing of the underwriters’ full exercise of their over-allotment
option (the “Over-Allotment Option”). The units were sold at a price of $10.15 per unit, generating aggregate gross proceeds
to us from
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cik:1865697
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A ordinary shares at a price of $11.50 per share, subject to adjustment, and only whole warrants are exercisable. On December 21, 2021,
we issued an additional 3,300,000 units in connection with the closing of the underwriters’ full exercise of their over-allotment
option (the “Over-Allotment Option”). The units were sold at a price of $10.15 per unit, generating aggregate gross proceeds
to us from the Initial Public Offering and the Over-Allotment Option of approximately $256.8 million.
On the IPO Closing Date, we
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 our Sponsor. Each private placement
warrant entitles the holder to purchase one of our 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 our initial business combination
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cik:1865697
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name:Genesis Growth Tech Acquisition Corp.
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warrants, the “warrants”) at a purchase price of $1.00 per private placement warrant to our Sponsor. Each private placement
warrant entitles the holder to purchase one of our 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 our initial business combination. On December 21, 2021, we issued an additional
825,000 private placement warrants to our Sponsor in connection with the closing of the Over-Allotment Option. In total, the sales of
the private placement warrants in connection with our Initial Public Offering and the Over-Allotment Option generated aggregate gross
proceeds to us of approximately $8.8 million.
The warrants will become exercisable
30 days after the completion of our initial business combination; provided that we have an effective registration statement under
the Securities Act of 1933, as amended (the “Securities Act”) covering the issuance of the Class A ordinary shares issuable
upon exercise of the warrants and a current prospectus relating to them is available and such shares
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and the Over-Allotment Option generated aggregate gross
proceeds to us of approximately $8.8 million.
The warrants will become exercisable
30 days after the completion of our initial business combination; provided that we have an effective registration statement under
the Securities Act of 1933, as amended (the “Securities Act”) covering the issuance of the Class A ordinary shares issuable
upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt
from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their
public warrants on a cashless basis under the circumstances specified in the warrant agreements), and will expire five years after the
completion of our initial business combination or earlier upon redemption or liquidation.
Approximately $256.8 million
of the net proceeds from our Initial Public Offering, the Over-Allotment Option and the sale of the private placement warrants in connection
with our Initial Public Offering and the Over-Allotment Option has been deposited in a trust account established for the benefit of our
public shareholders (the “Trust Account”). The approximately $256.8 million of net proceeds held in
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cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
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after the
completion of our initial business combination or earlier upon redemption or liquidation.
Approximately $256.8 million
of the net proceeds from our Initial Public Offering, the Over-Allotment Option and the sale of the private placement warrants in connection
with our Initial Public Offering and the Over-Allotment Option has been deposited in a trust account established for the benefit of our
public shareholders (the “Trust Account”). The approximately $256.8 million of net proceeds held in the Trust Account includes
approximately $13.9 million of deferred underwriting discounts and commissions that will be released to the underwriters of our Initial
Public Offering upon completion of our initial business combination. Of the gross proceeds from our Initial Public Offering, the Over-Allotment
Option and the sale of the private placement warrants in connection with our Initial Public Offering and the Over-Allotment Option that
were not deposited in the Trust Account, approximately $2.5 million was used to pay underwriting discounts and commissions in connection
with our Initial Public Offering, approximately $0.47 million was used to repay loans and advances from our Sponsor, and the balance was
reserved to pay accrued offering and formation costs, business, legal and accounting due diligence expenses on prospective
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cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
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Option and the sale of the private placement warrants in connection with our Initial Public Offering and the Over-Allotment Option that
were not deposited in the Trust Account, approximately $2.5 million was used to pay underwriting discounts and commissions in connection
with our Initial Public Offering, approximately $0.47 million was used to repay loans and advances from our Sponsor, and the balance was
reserved to pay accrued offering and formation costs, business, legal and accounting due diligence expenses on prospective acquisitions
and continuing general and administrative expenses.
The Founder Shares that we
issued prior to the IPO Closing Date will automatically convert into Class A ordinary shares at the time of our initial business combination
on a one-for-one basis, subject to adjustment for share sub-division, share dividends, reorganizations, recapitalizations and the like.
In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts
sold in our Initial Public Offering and related to the closing of the initial business combination, the ratio at which the Founder Shares
will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Founder Shares agree to
waive such adjustment with respect to any such issuance or deemed
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cik:1865697
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dividends, reorganizations, recapitalizations and the like.
In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts
sold in our Initial Public Offering and related to the closing of the initial business combination, the ratio at which the Founder Shares
will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Founder Shares agree to
waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon
conversion of all issued and outstanding Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the
total number of all ordinary shares outstanding upon the completion of our Initial Public Offering plus all Class A ordinary shares and
equity-linked securities issued or deemed issued in connection with the business combination (excluding any shares or equity-linked securities
issued, or to be issued, to any seller in the business combination).
On January 31, 2022, we announced
that, commencing on January 31, 2022, holders of the units sold in our Initial Public Offering and Over-Allotment Option may elect to
separately
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cik:1865697
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exchange:Nasdaq
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of our Initial Public Offering plus all Class A ordinary shares and
equity-linked securities issued or deemed issued in connection with the business combination (excluding any shares or equity-linked securities
issued, or to be issued, to any seller in the business combination).
On January 31, 2022, we announced
that, commencing on January 31, 2022, holders of the units sold in our Initial Public Offering and Over-Allotment Option may elect to
separately trade the public shares and public warrants included in the units. The public shares and public warrants that are separated
trade on The Nasdaq Global Market (“Nasdaq”) under the symbols “GGAA” and “GGAAW,” respectively. Those
units not separated will continue to trade on Nasdaq under the symbol “GGAAU.”
Our Company
We are a newly organized blank
check company incorporated as a Cayman Islands exempt company on March 17, 2021 and whose business purpose is to effect a merger, share
exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which
we refer to throughout this Annual Report as our initial business combination. We have not selected any business combination target, we
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cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
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to trade on Nasdaq under the symbol “GGAAU.”
Our Company
We are a newly organized blank
check company incorporated as a Cayman Islands exempt company on March 17, 2021 and whose business purpose is to effect a merger, share
exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which
we refer to throughout this Annual Report as our initial business combination. We have not selected any business combination target, we
have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target.
Although we may pursue an
initial business combination in any industry or geographic region, we intend to focus our efforts on identifying attractively positioned
technology companies operating primarily within the Consumer Internet industry with a substantial portion of its activities in Europe,
Israel, the United Arab Emirates or the United States. We believe that our management team’s decades of experience operating, acquiring
and investing in technology companies coupled with its deep global network, including direct relationships with the founders, executives
and investors of many leading high-growth Consumer Internet companies, provide us with unique sourcing and targeting capabilities as we
pursue a broad range of opportunities across these focus sectors and ge
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YOU are a financial analyst. You are reading a report of a company.
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cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
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operating primarily within the Consumer Internet industry with a substantial portion of its activities in Europe,
Israel, the United Arab Emirates or the United States. We believe that our management team’s decades of experience operating, acquiring
and investing in technology companies coupled with its deep global network, including direct relationships with the founders, executives
and investors of many leading high-growth Consumer Internet companies, provide us with unique sourcing and targeting capabilities as we
pursue a broad range of opportunities across these focus sectors and geographies.
We expect to favor potential
target companies with specific industry and business characteristics where we can offer advice on strategic direction, M&A strategy,
access to debt and equity capital markets and potential improvements in governance and enhancements to operations. Key target industry
characteristics include compelling long-term growth prospects, large and expanding addressable markets, high barriers to entry, consolidation
opportunities and favorable, long-term market trends. Key business characteristics may include high-growth or steady, long-term revenue
growth, an attractive competitive position, unique products or services and potential for margin expansion and long-term free cash flow.
Our objective is to consummate our initial business combination with such a business and enhance shareholder value by working closely
with potential target companies on operational and strategic initiatives.
We will
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cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
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growth prospects, large and expanding addressable markets, high barriers to entry, consolidation
opportunities and favorable, long-term market trends. Key business characteristics may include high-growth or steady, long-term revenue
growth, an attractive competitive position, unique products or services and potential for margin expansion and long-term free cash flow.
Our objective is to consummate our initial business combination with such a business and enhance shareholder value by working closely
with potential target companies on operational and strategic initiatives.
We will seek to capitalize
on the key secular industry and geographical themes that are present across the technology company landscape and within the Consumer Internet
industry specifically. According to Cisco, the number of internet users globally is projected to grow from 4.7 billion in 2021 to 5.3
billion in 2023, representing a CAGR of 6.2% and a 65%+ global internet penetration rate. Furthermore, COVID-19 lockdowns and mobility
restrictions worldwide drove record gains in internet penetration, pointing to the resiliency and long-term growth prospects of the Consumer
Internet industry. We expect companies in this industry to continue to benefit from these permanent changes in consumer purchasing habits
and the global acceleration of consumers’ time spent online, and
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cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
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.3
billion in 2023, representing a CAGR of 6.2% and a 65%+ global internet penetration rate. Furthermore, COVID-19 lockdowns and mobility
restrictions worldwide drove record gains in internet penetration, pointing to the resiliency and long-term growth prospects of the Consumer
Internet industry. We expect companies in this industry to continue to benefit from these permanent changes in consumer purchasing habits
and the global acceleration of consumers’ time spent online, and will lead to an abundance of target business combination opportunities.
We believe there are many
potential target companies within our focus industries and geographies that are both attractive merger candidates and positioned to deliver
substantial value to shareholders in the public markets. We believe many companies in the Consumer Internet industry could benefit from
access to the public markets but have been inhibited by several factors, including the time it takes to conduct a traditional initial
public offering, market volatility and pricing uncertainty.
Management, Our Sponsor and Board of Directors
Our
management team is led by Michael Lahyani, a member and Co-Executive Chairman of our Board of Directors, our Chief Strategy Officer and
our President; Simon Baker, a member and Co-Executive Chairman of our Board of Directors, our Chief Operating
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cik:1865697
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name:Genesis Growth Tech Acquisition Corp.
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industry could benefit from
access to the public markets but have been inhibited by several factors, including the time it takes to conduct a traditional initial
public offering, market volatility and pricing uncertainty.
Management, Our Sponsor and Board of Directors
Our
management team is led by Michael Lahyani, a member and Co-Executive Chairman of our Board of Directors, our Chief Strategy Officer and
our President; Simon Baker, a member and Co-Executive Chairman of our Board of Directors, our Chief Operating Officer and our Executive
Head of M&A; and Eyal Perez, a member and Chairman of our Board of Directors, our Chief Executive Officer and Chief Financial Officer.
Michael Lahyani,
a member and Co-Executive Chairman of our Board of Directors, our Chief Strategy Officer and our President, 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 Pricewaterhouse
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cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
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and our President, 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
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cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
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
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cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
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, 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
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YOU are a financial analyst. You are reading a report of a company.
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Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
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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
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The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
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yani 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.
Simon Baker,
a member and Co-Executive Chairman of our Board of Directors, our Chief Operating Officer and our Executive Head of M&A, has over
20 years of experience in operating, advising and investing in both private and listed online classifieds and marketplace companies. Mr.
Baker is currently the Chairman of the Board of Directors of the ASX-listed PropTech Group Limited, a proptech company, and oversaw the
listing of the company on the ASX in November 2020 and the more than 400% growth of its share price by April 2021. Mr. Baker is also a
director of
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Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
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has over
20 years of experience in operating, advising and investing in both private and listed online classifieds and marketplace companies. Mr.
Baker is currently the Chairman of the Board of Directors of the ASX-listed PropTech Group Limited, a proptech company, and oversaw the
listing of the company on the ASX in November 2020 and the more than 400% growth of its share price by April 2021. Mr. Baker is also a
director of Cian plc, a leading internet classifieds platform in Russia. He is currently an investor in 20 online marketplace and classifieds
companies and an advisor to several other market leading marketplace businesses. Mr. Baker was formerly the Chief Executive Officer and
Managing Director of the ASX-listed REA Group, a proptech company, from 2001 through 2008. During his tenure at the REA Group, revenue
increased from AUD$3.8 million in FY 2001 to AUD$155.6 million in FY 2008, EBITDA increased from a loss of AUD$6.2 million in FY 2001
to an EBITDA profit of AUD$36.6 million in FY 2008, and the
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The report is about the company's financial status.
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cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
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-listed REA Group, a proptech company, from 2001 through 2008. During his tenure at the REA Group, revenue
increased from AUD$3.8 million in FY 2001 to AUD$155.6 million in FY 2008, EBITDA increased from a loss of AUD$6.2 million in FY 2001
to an EBITDA profit of AUD$36.6 million in FY 2008, and the share price increased from AUD$0.08 in August 2001 to a high of AUD$7.44 in
November 2007. Simon was also an early investor in and the Chairman of the Board of Directors of the Mitula Group, an online classifieds
company. He oversaw the growth of the business, its listing on the ASX and its eventual sale to the TSE-listed Lifull Co. Ltd, a Japanese
proptech company, for AUD$183 million. Mr. Baker was Director and Chairman of ASX-listed iProperty Group Limited from 2009 to 2012. During
his tenure, he oversaw the growth of the business from a share price of AUD$0.08 in December 2009
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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
company. He oversaw the growth of the business, its listing on the ASX and its eventual sale to the TSE-listed Lifull Co. Ltd, a Japanese
proptech company, for AUD$183 million. Mr. Baker was Director and Chairman of ASX-listed iProperty Group Limited from 2009 to 2012. During
his tenure, he oversaw the growth of the business from a share price of AUD$0.08 in December 2009 to a high of AUD$1.30 in April 2012.
Mr. Baker was also an angel investor in and long-term advisor to Brazilian online real estate marketplace VivaReal, which merged with
Zap to create GrupoZap, a diversified proptech company, and was eventually sold to OLX Brazil, an operator of an online classifieds platform,
for R$2.9 billion. Mr. Baker holds a Bachelor of Science with a major in Computer Science from Monash University and a Master of Business
Administration from the Melbourne Business School.
Eyal Perez,
a member and Chairman of our Board of Directors, our Chief Executive Officer and our Chief Financial Officer, is currently the Principal
and Founder of Genesis Advisors. Mr. Perez began his career at
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
, and was eventually sold to OLX Brazil, an operator of an online classifieds platform,
for R$2.9 billion. Mr. Baker holds a Bachelor of Science with a major in Computer Science from Monash University and a Master of Business
Administration from the Melbourne Business School.
Eyal Perez,
a member and Chairman of our Board of Directors, our Chief Executive Officer and our Chief Financial Officer, 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
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
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 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
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
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 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 CAIA® Charterholder.
Pierre-Etienne Lallia,
an independent member of our Board of Directors, is a Managing Director of Globe Invest. Mr. Lallia’s and Globe Invest’s business
is actively focused on the technology, fintech and e-commerce sectors in Europe, Israel and the United States, engaging in a broad range
of investments across company lifecycles, from growth and venture capital to late-stage private equity and public equity. Mr. Lallia is
also Globe Invest’s appointed Non-Executive Director of the AIM-listed cybersecurity and privacy company Kape Technologies plc,
where he most recently oversaw for
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
. Mr. Lallia’s and Globe Invest’s business
is actively focused on the technology, fintech and e-commerce sectors in Europe, Israel and the United States, engaging in a broad range
of investments across company lifecycles, from growth and venture capital to late-stage private equity and public equity. Mr. Lallia is
also Globe Invest’s appointed Non-Executive Director of the AIM-listed cybersecurity and privacy company Kape Technologies plc,
where he most recently oversaw for Globe Invest the acquisition of Express VPN as well as of Israeli digital content platform, Webselenese.
Prior to joining Globe Invest, he spent 14 years in the European acquisition and leveraged finance businesses at Goldman Sachs International
and then Nomura International where he was a Managing Director. At Nomura International, Mr. Lallia was responsible for the firm’s
EMEA corporate finance advisory effort and led the structuring and execution of numerous leveraged finance transactions. Before Goldman
Sachs, Mr. Lallia was an Associate with law firm Willkie Farr & Gallagher LLP in New York and Paris and previously with Shearman &
Sterling LLP in New York. His practice focused on public and private mergers and acquisitions, capital markets, securities law and corporate
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
Director. At Nomura International, Mr. Lallia was responsible for the firm’s
EMEA corporate finance advisory effort and led the structuring and execution of numerous leveraged finance transactions. Before Goldman
Sachs, Mr. Lallia was an Associate with law firm Willkie Farr & Gallagher LLP in New York and Paris and previously with Shearman &
Sterling LLP in New York. His practice focused on public and private mergers and acquisitions, capital markets, securities law and corporate
governance matters. Mr. Lallia holds a Magistère and DESS in Law from Université Paris II Panthéon-Assas and a LLM
from the University of Chicago Law School. Mr. Lallia is admitted to the New York and Paris bar associations.
Massimo Prelz-Oltramonti,
an independent member of our Board of Directors, has served as Chairman of the Investment Committee of DN Capital since 2001, advising
the team on capital allocation and organizational strategies. Mr. Prelz-Oltramonti currently serves as the Chairman of the Board of Directors
of Zzoomm Group Ltd and TechWald Holding S.p.A. and as a member of the Board of Directors of Datrix. These
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
and Paris bar associations.
Massimo Prelz-Oltramonti,
an independent member of our Board of Directors, has served as Chairman of the Investment Committee of DN Capital since 2001, advising
the team on capital allocation and organizational strategies. Mr. Prelz-Oltramonti currently serves as the Chairman of the Board of Directors
of Zzoomm Group Ltd and TechWald Holding S.p.A. and as a member of the Board of Directors of Datrix. These companies operate in the telecommunications,
technology, healthcare technology, technology and energy industries, respectively. Mr. Prelz-Oltramonti’s venture capital career
began in 1981 with Olivetti, an office equipment provider, where he was involved in the tech investment program, initially in Italy and
later in New York. After a period in operations with Olivetti in data services, he joined Alta Berkeley Associates in 1988 before moving
to private equity as Partner and later Managing Director of Advent International, where he focused primarily on telecom companies until
1999. Between 2004 and 2014 he was affiliated with GMT Communication Partners, a private equity firm focusing on European content, communications
infrastructure and tech-enabled services industries. Mr. Prelz-O
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
, initially in Italy and
later in New York. After a period in operations with Olivetti in data services, he joined Alta Berkeley Associates in 1988 before moving
to private equity as Partner and later Managing Director of Advent International, where he focused primarily on telecom companies until
1999. Between 2004 and 2014 he was affiliated with GMT Communication Partners, a private equity firm focusing on European content, communications
infrastructure and tech-enabled services industries. Mr. Prelz-Oltramonti has served as Chairman of Jazztel plc, a broadband telecommunications
provider, and as Vice-Chairman of Primacom AG, an operator of German cable television channels. He has also been a member of the board
of multiple public companies, including SBS S.A. (Nasdaq), Esat telecom plc (Nasdaq), Esaote SpA (Milan Stock Exchange) and CityFibre
Infrastructure Holding plc (AIM). Mr. Prelz-Oltramonti holds a Bachelor of Science in Business and Management from the University of Geneva
and a Masters of Business Administration from the University of Pennsylvania’s Wharton Business School.
Cem Habib,
an independent member of our Board of Directors, has been running his own investment
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
S.A. (Nasdaq), Esat telecom plc (Nasdaq), Esaote SpA (Milan Stock Exchange) and CityFibre
Infrastructure Holding plc (AIM). Mr. Prelz-Oltramonti holds a Bachelor of Science in Business and Management from the University of Geneva
and a Masters of Business Administration from the University of Pennsylvania’s Wharton Business School.
Cem Habib,
an independent member of our Board of Directors, 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
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
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
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
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.
We
are confident that the combined experience of our management team and board members positions us well to identify, source, evaluate, negotiate,
structure and execute an initial business combination with an attractive company in our targeted industries and geographies. The vast
and global network of executives, investors and advisors accessible to our management team and board members will enable us to source
business combination opportunities from private and growth equity firms, family-owned businesses or divisions of larger corporations.
We will employ a disciplined and highly selective investment process and expect to add value to a target company through advice on strategic
direction, add-on acquisitions, optimization of its capital structure and potential improvements to operations.
Business Strategy
Our objective is to generate attractive returns
for shareholders by identifying a high-quality target
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
network of executives, investors and advisors accessible to our management team and board members will enable us to source
business combination opportunities from private and growth equity firms, family-owned businesses or divisions of larger corporations.
We will employ a disciplined and highly selective investment process and expect to add value to a target company through advice on strategic
direction, add-on acquisitions, optimization of its capital structure and potential improvements to operations.
Business Strategy
Our objective is to generate attractive returns
for shareholders by identifying a high-quality target, negotiating favorable terms for a business combination and creating the foundation
for long-term financial success. We will focus our efforts on sectors, geographies and opportunities where we feel our management team’s
collective industry knowledge and geographical networks will provide us with unique sourcing and targeting advantages and where we are
best situated to enhance the value of the business after completion of the initial business combination. After our initial business combination,
we envision that the combined company’s strategy may include additional mergers and acquisitions with a focus on generating attractive
risk-adjusted returns for our shareholders.
Our management team has developed strong domain
knowledge and proprietary networks within certain Consumer Internet industries, including online marketplaces, digital classifieds and
consumer-facing proptech and fintech sectors, as well as certain ge
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
where we are
best situated to enhance the value of the business after completion of the initial business combination. After our initial business combination,
we envision that the combined company’s strategy may include additional mergers and acquisitions with a focus on generating attractive
risk-adjusted returns for our shareholders.
Our management team has developed strong domain
knowledge and proprietary networks within certain Consumer Internet industries, including online marketplaces, digital classifieds and
consumer-facing proptech and fintech sectors, as well as certain geographies, including Europe, Israel, the United Arab Emirates and the
United States. Additionally, our management team and members of our Board of Directors have an extensive network of senior contacts within
the industries and sectors we intend to target, including founders, corporate executives, investment banking professionals, private equity,
growth equity, venture capital funds and other financial Sponsors and owners of private businesses. We believe these proprietary networks
will differentiate us in our ability to source attractive business combination targets that meet our criteria, and that the reputation
and expertise of our management team in the Consumer Internet industry will make us a preferred partner for potential business combination
counterparties, especially in the geographic locations in which we intend to pursue a target.
Our management team’s expertise has been
developed over
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
, private equity,
growth equity, venture capital funds and other financial Sponsors and owners of private businesses. We believe these proprietary networks
will differentiate us in our ability to source attractive business combination targets that meet our criteria, and that the reputation
and expertise of our management team in the Consumer Internet industry will make us a preferred partner for potential business combination
counterparties, especially in the geographic locations in which we intend to pursue a target.
Our management team’s expertise has been
developed over decades through our founders’ demonstrated success in operating, acquiring and investing in businesses across a variety
of industries and geographies, which has enabled us to develop a set of capabilities, including:
deep
operational and strategic expertise within our sectors of focus;
significant
M&A deal experience, including originating, crafting and executing complex transactions;
the
ability to source, structure, acquire and sell businesses and achieve synergies to create
shareholder value;
setting
and executing on organic and inorganic growth strategies;
addressing
business and technological changes in an evolving global technology and Consumer Internet
landscape;
fostering
relationships with sellers, capital providers and target management teams;
the
ability to advise management teams in the transition from private to public
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
deal experience, including originating, crafting and executing complex transactions;
the
ability to source, structure, acquire and sell businesses and achieve synergies to create
shareholder value;
setting
and executing on organic and inorganic growth strategies;
addressing
business and technological changes in an evolving global technology and Consumer Internet
landscape;
fostering
relationships with sellers, capital providers and target management teams;
the
ability to advise management teams in the transition from private to public markets, including
from a board and governance perspective;
developing
unique sourcing channels that will enable access to attractive, proprietary deal flow and
an efficient methodology for screening targets globally;
an
extensive history of accessing the debt and equity capital markets across various business
cycles, including financing businesses and assisting companies with transition to public
ownership; and
a
proven ability to close on transactions under all economic and financial market conditions.
This diversity of operational, M&A and investment
experience will enable us to evaluate opportunities across multiple sectors within the Consumer Internet industry, including online marketplaces,
digital classifieds and consumer-facing proptech and fintech businesses. We believe that this experience will enable us to enhance the
strategic and operational performance of
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
cycles, including financing businesses and assisting companies with transition to public
ownership; and
a
proven ability to close on transactions under all economic and financial market conditions.
This diversity of operational, M&A and investment
experience will enable us to evaluate opportunities across multiple sectors within the Consumer Internet industry, including online marketplaces,
digital classifieds and consumer-facing proptech and fintech businesses. We believe that this experience will enable us to enhance the
strategic and operational performance of the assets and businesses that we acquire to maximize value for shareholders. This may include
improving operating efficiencies, margins and profitability, driving revenue growth, investing in organic growth projects, pursuing future
strategic acquisitions or divestitures and optimizing the capital structure. We believe our expertise in identifying and sourcing undervalued
investment opportunities combined with our operational proficiency in unlocking value provides a competitive advantage relative to other
strategic and financial buyers.
Our strategy is to identify and complete our initial
business combination with specific industry and business characteristics. We expect to distinguish ourselves with our ability to:
source targets outside of formal sale or financing processes;
source targets in attractive, underrepresented geographies such as Europe, Israel and the United Arab Emirates alongside established
markets like the United States;
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
expertise in identifying and sourcing undervalued
investment opportunities combined with our operational proficiency in unlocking value provides a competitive advantage relative to other
strategic and financial buyers.
Our strategy is to identify and complete our initial
business combination with specific industry and business characteristics. We expect to distinguish ourselves with our ability to:
source targets outside of formal sale or financing processes;
source targets in attractive, underrepresented geographies such as Europe, Israel and the United Arab Emirates alongside established
markets like the United States;
recognize situations, given our history and experience interacting with SPACs as business operators, where a blank check company could
be a superior solution to the needs of a target company and its current owners;
recognize situations where companies are well positioned to penetrate new geographies by replicating proven playbooks;
help develop companies and enable them to reach their full potential by optimizing their strategy around product, operations, M&A,
geographic expansion, capital structure and activating new channels for growth; and
exploit opportunities in the COVID-19 environment by providing a publicly-listed currency to facilitate access to capital for growth,
hiring and geographic diversification.
Business Combination Criteria
Our objective is to generate attractive
returns for shareholders by identifying a high-quality target, negotiating favorable terms for a
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
ating proven playbooks;
help develop companies and enable them to reach their full potential by optimizing their strategy around product, operations, M&A,
geographic expansion, capital structure and activating new channels for growth; and
exploit opportunities in the COVID-19 environment by providing a publicly-listed currency to facilitate access to capital for growth,
hiring and geographic diversification.
Business Combination Criteria
Our objective is to generate attractive
returns for shareholders by identifying a high-quality target, negotiating favorable terms for a business combination and creating the
foundation for long-term financial success. We will focus our efforts on sectors, geographies and opportunities where we feel our management
team’s collective industry knowledge and geographical networks will provide us with unique sourcing and targeting advantages and
where we are best situated to enhance the value of the business after completion of the initial business combination. After our initial
business combination, we envision that the combined company’s strategy may include additional mergers and acquisitions with a focus
on generating attractive risk-adjusted returns for our shareholders.
Our management team has developed
strong domain knowledge and proprietary networks within certain Consumer Internet industries, including online marketplaces, digital classifieds
and consumer-facing proptech and fintech sectors, as well as certain geographies, including Europe, Israel
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
enhance the value of the business after completion of the initial business combination. After our initial
business combination, we envision that the combined company’s strategy may include additional mergers and acquisitions with a focus
on generating attractive risk-adjusted returns for our shareholders.
Our management team has developed
strong domain knowledge and proprietary networks within certain Consumer Internet industries, including online marketplaces, digital classifieds
and consumer-facing proptech and fintech sectors, as well as certain geographies, including Europe, Israel, the United Arab Emirates and
the United States. Additionally, our management team and members of our Board of Directors have an extensive network of senior contacts
within the industries and sectors we intend to target, including founders, corporate executives, investment banking professionals, private
equity, growth equity, venture capital funds and other financial Sponsors and owners of private businesses. We believe these proprietary
networks will differentiate us in our ability to source attractive business combination targets that meet our criteria, and that the reputation
and expertise of our management team in the Consumer Internet industry will make us a preferred partner for potential business combination
counterparties, especially in the geographic locations in which we intend to pursue a target.
Our management team’s expertise
has been developed over decades through our founders
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
growth equity, venture capital funds and other financial Sponsors and owners of private businesses. We believe these proprietary
networks will differentiate us in our ability to source attractive business combination targets that meet our criteria, and that the reputation
and expertise of our management team in the Consumer Internet industry will make us a preferred partner for potential business combination
counterparties, especially in the geographic locations in which we intend to pursue a target.
Our management team’s expertise
has been developed over decades through our founders’ demonstrated success in operating, acquiring and investing in businesses across
a variety of industries and geographies, which has enabled us to develop a set of capabilities, including:
deep operational and strategic expertise within our sectors of focus;
significant M&A deal experience, including originating, crafting and executing complex transactions;
the ability to source, structure, acquire and sell businesses and achieve synergies to create shareholder
value;
setting and executing on organic and inorganic growth strategies;
addressing business and technological changes in an evolving global technology and Consumer Internet
landscape;
fostering relationships with sellers, capital providers and target management teams;
the ability to advise management teams in the transition from private to public markets, including
from a board and governance perspective;
developing unique sourcing channels that will enable access
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
executing complex transactions;
the ability to source, structure, acquire and sell businesses and achieve synergies to create shareholder
value;
setting and executing on organic and inorganic growth strategies;
addressing business and technological changes in an evolving global technology and Consumer Internet
landscape;
fostering relationships with sellers, capital providers and target management teams;
the ability to advise management teams in the transition from private to public markets, including
from a board and governance perspective;
developing unique sourcing channels that will enable access to attractive, proprietary deal flow
and an efficient methodology for screening targets globally;
an extensive history of accessing the debt and equity capital markets across various business cycles,
including financing businesses and assisting companies with transition to public ownership; and
a proven ability to close on transactions under all economic and financial market conditions.
This diversity of operational, M&A
and investment experience will enable us to evaluate opportunities across multiple sectors within the Consumer Internet industry, including
online marketplaces, digital classifieds and consumer-facing proptech and fintech businesses. We believe that this experience will enable
us to enhance the strategic and operational performance of the assets and businesses that we acquire to maximize value for shareholders.
This may include improving operating efficiencies, margins and profitability, driving revenue growth, investing in organic growth
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
and financial market conditions.
This diversity of operational, M&A
and investment experience will enable us to evaluate opportunities across multiple sectors within the Consumer Internet industry, including
online marketplaces, digital classifieds and consumer-facing proptech and fintech businesses. We believe that this experience will enable
us to enhance the strategic and operational performance of the assets and businesses that we acquire to maximize value for shareholders.
This may include improving operating efficiencies, margins and profitability, driving revenue growth, investing in organic growth projects,
pursuing future strategic acquisitions or divestitures and optimizing the capital structure. We believe our expertise in identifying and
sourcing undervalued investment opportunities combined with our operational proficiency in unlocking value provides a competitive advantage
relative to other strategic and financial buyers.
Our strategy is to identify and complete
our initial business combination with specific industry and business characteristics. We expect to distinguish ourselves with our ability
to:
source targets outside of formal sale or financing processes;
source targets in attractive, underrepresented geographies such as Europe, Israel and the United
Arab Emirates alongside established markets like the United States;
recognize situations, given our history and experience interacting with SPACs as business operators,
where a blank check company could be a superior solution to the needs of a
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
is to identify and complete
our initial business combination with specific industry and business characteristics. We expect to distinguish ourselves with our ability
to:
source targets outside of formal sale or financing processes;
source targets in attractive, underrepresented geographies such as Europe, Israel and the United
Arab Emirates alongside established markets like the United States;
recognize situations, given our history and experience interacting with SPACs as business operators,
where a blank check company could be a superior solution to the needs of a target company and its current owners;
recognize situations where companies are well positioned to penetrate new geographies by replicating
proven playbooks;
help develop companies and enable them to reach their full potential by optimizing their strategy
around product, operations, M&A, geographic expansion, capital structure and activating new channels for growth; and
exploit opportunities in the COVID-19 environment by providing a publicly-listed currency to facilitate
access to capital for growth, hiring and geographic diversification.
Our Acquisition Process
In evaluating a prospective target business, we expect to conduct an
extensive due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews,
interviews of customers and suppliers, market surveys to evaluate the B2C and B
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
capital structure and activating new channels for growth; and
exploit opportunities in the COVID-19 environment by providing a publicly-listed currency to facilitate
access to capital for growth, hiring and geographic diversification.
Our Acquisition Process
In evaluating a prospective target business, we expect to conduct an
extensive due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews,
interviews of customers and suppliers, market surveys to evaluate the B2C and B2B brand equity, inspection of facilities and a review
of financial and other information about the target and its industry. We will also utilize our management team’s operational and
capital planning, legal review and technology and systems review experience.
Following our initial business combination, we also intend to develop
and implement corporate strategies and initiatives to provide financial and operating flexibility so that the company can improve its
growth prospects, profitability and long-term value. In doing so, the management team anticipates evaluating corporate governance, opportunistically
accessing capital markets and other opportunities to enhance liquidity, identifying acquisition and divestiture opportunities and properly
aligning management and board incentives with growing shareholder value.
We are not prohibited from pursuing an initial business combination
with a company that is affiliated with our
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
to develop
and implement corporate strategies and initiatives to provide financial and operating flexibility so that the company can improve its
growth prospects, profitability and long-term value. In doing so, the management team anticipates evaluating corporate governance, opportunistically
accessing capital markets and other opportunities to enhance liquidity, identifying acquisition and divestiture opportunities and properly
aligning management and board incentives with growing shareholder value.
We are not prohibited from pursuing an initial business combination
with a company that is affiliated with our officers or directors. In the event we seek to complete our initial business combination with
a company that is affiliated with our officers or directors, we, or a committee of independent directors, may obtain an opinion from an
independent investment banking firm which is a member of FINRA or an independent accounting firm that our initial business combination
is fair to our company from a financial point of view.
Each of our directors and officers, directly or indirectly, own Founder
Shares and/or private placement warrants and, accordingly, may have a conflict of interest in determining whether a particular target
business is an appropriate business with which to effectuate our initial business combination. Further, such officers and directors may
have a conflict of interest with respect to evaluating a particular business combination if the retention or
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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
or an independent accounting firm that our initial business combination
is fair to our company from a financial point of view.
Each of our directors and officers, directly or indirectly, own Founder
Shares and/or private placement warrants and, accordingly, may have a conflict of interest in determining whether a particular target
business is an appropriate business with which to effectuate our initial business combination. Further, such officers and directors may
have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers
and directors was included by a target business as a condition to any agreement with respect to our initial business combination.
Our Sponsor, officers, directors, and any of their respective affiliates
may Sponsor or form, and, in the case of individuals, serve as a director or officer of, other blank check companies similar to ours during
the period in which we seek an initial business combination. Any such companies may present additional conflicts of interest in pursuing
an acquisition target. However, we do not believe that any such potential conflicts would materially affect our ability to complete our
initial business combination.
We have three independent directors. Nasdaq listing standards require
that a majority of our Board of Directors be independent. In conformity with the Nasdaq’s “phase-in
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
as a director or officer of, other blank check companies similar to ours during
the period in which we seek an initial business combination. Any such companies may present additional conflicts of interest in pursuing
an acquisition target. However, we do not believe that any such potential conflicts would materially affect our ability to complete our
initial business combination.
We have three independent directors. Nasdaq listing standards require
that a majority of our Board of Directors be independent. In conformity with the Nasdaq’s “phase-in” rules, within one
year of our initial public offering, a majority of our Board of Directors will be independent. 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 of Directors, would interfere with the director’s exercise of independent judgment
in carrying out the responsibilities of a director.
We have filed a Registration Statement on Form 8-A with the SEC to
voluntarily register our securities under Section 12 of the Exchange Act. As a result, we will become subject to the rules and regulations
promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
which, in the opinion of the company’s Board of Directors, would interfere with the director’s exercise of independent judgment
in carrying out the responsibilities of a director.
We have filed a Registration Statement on Form 8-A with the SEC to
voluntarily register our securities under Section 12 of the Exchange Act. As a result, we will become subject to the rules and regulations
promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under
the Exchange Act prior or subsequent to the consummation of our initial business combination.
We currently do not have any specific business combination under consideration.
Our officers and directors have neither individually selected nor considered a target business nor have they had any substantive discussions
regarding possible target businesses among themselves or with our underwriter or other advisors. Our management team and Board of Directors
are regularly made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination,
but we have not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal or
otherwise, with respect to a business combination transaction with our company. Additionally, we have not, nor has anyone on our behalf
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
regarding possible target businesses among themselves or with our underwriter or other advisors. Our management team and Board of Directors
are regularly made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination,
but we have not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal or
otherwise, with respect to a business combination transaction with our company. Additionally, we have not, nor has anyone on our behalf,
taken any substantive measure, directly or indirectly, to identify or locate any suitable acquisition candidate for us, nor have we engaged
or retained any agent or other representative to identify or locate any such acquisition candidate.
Initial Business Combination
So long as our securities are then listed on the Nasdaq, our initial
business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of
the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest and other
income earned on the Trust Account) at the time of signing a definitive agreement in connection with our initial business combination.
If our Board of Directors is not able to independently determine the fair market value of the target business or businesses
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
Nasdaq, our initial
business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of
the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest and other
income earned on the Trust Account) at the time of signing a definitive agreement in connection with our initial business combination.
If our Board of Directors is not able to independently determine the fair market value of the target business or businesses, we will obtain
an opinion from an independent investment banking firm or an independent valuation or appraisal firm with respect to the satisfaction
of such criteria.
It is unlikely that our board will not be able to make an independent
determination of the fair market value of a target business or businesses. However, our board may be unable to do so if it is less familiar
or experienced with the target company’s business, there is a significant amount of uncertainty as to the value of the company’s
assets or prospects, including if such company is at an early stage of development, operations or growth, or if the anticipated transaction
involves a complex financial analysis or other specialized skills and the board determines that outside expertise would be helpful or
necessary in conducting such analysis.
Since
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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
or businesses. However, our board may be unable to do so if it is less familiar
or experienced with the target company’s business, there is a significant amount of uncertainty as to the value of the company’s
assets or prospects, including if such company is at an early stage of development, operations or growth, or if the anticipated transaction
involves a complex financial analysis or other specialized skills and the board determines that outside expertise would be helpful or
necessary in conducting such analysis.
Since any opinion, if obtained, would merely state that the fair market
value of the target business meets the 80% of net assets threshold, unless such opinion includes material information regarding the valuation
of a target business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our
shareholders. However, if required under applicable law, any proxy statement that we deliver to shareholders and file with the SEC in
connection with a proposed transaction will include such opinion.
We anticipate structuring our initial business combination so that
the post-business combination company in which our public shareholders own shares will own or acquire 100% of the equity interests or
assets of the target business or businesses. We may, however, structure our initial business combination such
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
of such opinion would be distributed to our
shareholders. However, if required under applicable law, any proxy statement that we deliver to shareholders and file with the SEC in
connection with a proposed transaction will include such opinion.
We anticipate structuring our initial business combination so that
the post-business combination company in which our public shareholders own shares will own or acquire 100% of the equity interests or
assets of the target business or businesses. We may, however, structure our initial business combination such that the post-business combination
company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the
target management team or shareholders or for other reasons, but we will only complete such business combination if the post-business
combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling
interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940,
as amended (the “Investment Company Act”). Even if the post-business combination company owns or acquires 50% or more of the
voting securities of the target, our shareholders prior to the business combination may collectively own
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling
interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940,
as amended (the “Investment Company Act”). Even if the post-business combination company owns or acquires 50% or more of the
voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-business
combination company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a
transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other
equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance
of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority
of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target
business or businesses are owned or acquired by the post-business combination
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
shares or other
equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance
of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority
of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target
business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that
is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than
one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. In addition, we
have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our Sponsor.
If our securities are not then listed on the Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% of net
asset test.
To the extent we effect our initial business combination with a company
or business that may be financially unstable or in its early stages of development or growth
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
the aggregate value of all of the target businesses. In addition, we
have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our Sponsor.
If our securities are not then listed on the Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% of net
asset test.
To the extent we effect our initial business combination with a company
or business that may be financially unstable or in its early stages of development or growth, we may be affected by numerous risks inherent
in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target business, we
cannot assure you that we will properly ascertain or assess all significant risk factors.
The time required to select and evaluate a target business and to structure
and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree
of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial
business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete
another business combination.
Other Considerations
We are not prohibited from pursuing an initial business combination
with a company
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
a target business and to structure
and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree
of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial
business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete
another business combination.
Other Considerations
We are not prohibited from pursuing an initial business combination
with a company that is affiliated with our Sponsor, officers or directors. In the event we seek to complete our initial business combination
with a company that is affiliated with our Sponsor or any of our officers or directors, we, or a committee of independent directors, will
obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that
such initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion
in any other context.
We currently do not have any specific business combination under consideration.
Our officers and directors have neither individually selected nor considered a target business nor have they had any substantive discussions
regarding possible target businesses among themselves or with our underwriters or other advisors. Our management team is
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
an independent investment banking firm or another independent entity that commonly renders valuation opinions that
such initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion
in any other context.
We currently do not have any specific business combination under consideration.
Our officers and directors have neither individually selected nor considered a target business nor have they had any substantive discussions
regarding possible target businesses among themselves or with our underwriters or other advisors. Our management team is regularly made
aware of potential business opportunities, one or more of which we may desire to pursue for a business combination, but we have not (nor
has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect
to a business combination transaction with our company. Additionally, we have not, nor has anyone on our behalf, taken any substantive
measure, directly or indirectly, to identify or locate any suitable acquisition candidate for us, nor have we engaged or retained any
agent or other representative to identify or locate any such acquisition candidate.
10
In addition, certain of our officers and directors presently have,
and any of them in the future may have fiduciary and contractual obligations to other entities pursuant to which such officer
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
a business combination transaction with our company. Additionally, we have not, nor has anyone on our behalf, taken any substantive
measure, directly or indirectly, to identify or locate any suitable acquisition candidate for us, nor have we engaged or retained any
agent or other representative to identify or locate any such acquisition candidate.
10
In addition, certain of our officers and directors presently have,
and any of them in the future may have fiduciary and contractual obligations to other entities pursuant to which such officer or director
is or will be required to present a business combination opportunity to such entity subject to his or her fiduciary duties. As a result,
if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or
she has then-current fiduciary or contractual obligations, then, subject to their fiduciary duties under Cayman Islands law, he or she
will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we
can pursue such opportunity. If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same.
However, we do not expect these duties to materially affect our ability to complete our initial business combination.
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
she has then-current fiduciary or contractual obligations, then, subject to their fiduciary duties under Cayman Islands law, he or she
will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we
can pursue such opportunity. If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same.
However, we do not expect these duties to materially affect our ability to complete our initial business combination. Our amended and
restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving
as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly
or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in,
or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any
director or officer, on the one hand, and us, on the other.
Our Sponsor, officers and directors may Sponsor, form or participate
in other blank check companies similar to ours during the period in which we are seeking an
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in,
or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any
director or officer, on the one hand, and us, on the other.
Our Sponsor, officers and directors may Sponsor, form or participate
in other blank check companies similar to ours during the period in which we are seeking an initial business combination. Any such companies
may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment
mandates. However, we do not currently expect that any such other blank check company would materially affect our ability to complete
our initial business combination. In addition, our Sponsor, officers and directors, are not required to commit any specified amount of
time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities,
including identifying potential business combinations and monitoring the related due diligence.
Status as a Public Company
We believe our structure will make us an attractive business combination
partner to target businesses. As an existing public company, we offer a target business an alternative to the traditional initial public
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
initial business combination. In addition, our Sponsor, officers and directors, are not required to commit any specified amount of
time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities,
including identifying potential business combinations and monitoring the related due diligence.
Status as a Public Company
We believe our structure will make us an attractive business combination
partner to target businesses. As an existing public company, we offer a target business an alternative to the traditional initial public
offering through a merger or other business combination with us. In a business combination transaction with us, the owners of the target
business may, for example, exchange their shares of stock, shares or other equity interests in the target business for our Class A ordinary
shares (or shares of a new holding company) or for a combination of our Class A ordinary shares and cash, allowing us to tailor the consideration
to the specific needs of the sellers. We believe target businesses will find this method a more expeditious and cost-effective method
to becoming a public company than the typical initial public offering. The typical initial public offering process takes a significantly
longer period of time than the typical business combination transaction process, and there are significant expenses in the initial public
off
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
or shares of a new holding company) or for a combination of our Class A ordinary shares and cash, allowing us to tailor the consideration
to the specific needs of the sellers. We believe target businesses will find this method a more expeditious and cost-effective method
to becoming a public company than the typical initial public offering. The typical initial public offering process takes a significantly
longer period of time than the typical business combination transaction process, and there are significant expenses in the initial public
offering process, including underwriting discounts and commissions, that may not be present to the same extent in connection with a business
combination with us.
Furthermore, once a proposed business combination is completed, the
target business will have effectively become public, whereas an initial public offering is always subject to the underwriters’ ability
to complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring or have negative
valuation consequences. Once public, we believe the target business would then have greater access to capital, an additional means of
providing management incentives consistent with shareholders’ interests and the ability to use its shares as currency for acquisitions.
Being a public company can offer further benefits by augmenting a company’s profile among potential new customers and vendors
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
subject to the underwriters’ ability
to complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring or have negative
valuation consequences. Once public, we believe the target business would then have greater access to capital, an additional means of
providing management incentives consistent with shareholders’ interests and the ability to use its shares as currency for acquisitions.
Being a public company can offer further benefits by augmenting a company’s profile among potential new customers and vendors and
aid in attracting talented employees.
While we believe that our structure and our management team’s
backgrounds will make us an attractive business partner, some potential target businesses may view our status as a blank check company,
such as our lack of an operating history and our ability to seek shareholder approval of any proposed initial business combination, negatively.
We are an “emerging growth company,” as defined in Section
2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to 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
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
seek shareholder approval of any proposed initial business combination, negatively.
We are an “emerging growth company,” as defined in Section
2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to 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 the Sarbanes-Oxley Act, reduced
disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements
of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously
approved, If some investors find our securities less attractive as a result, there may be a less active trading market for our securities
and the prices of our securities may be more volatile.
11
In addition, Section 107 of the JOBS Act also provides that an “emerging
growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying
with new or revised accounting standards. In other words, an “emerging growth company
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
investors find our securities less attractive as a result, there may be a less active trading market for our securities
and the prices of our securities may be more volatile.
11
In addition, Section 107 of the JOBS Act also provides that an “emerging
growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying
with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting
standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended
transition period.
We 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 Initial Public Offering, (b) in which we
have total annual gross revenue of at least $1.07 billion (as adjusted for inflation pursuant to SEC rules from time to time), or (c)
in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates
exceeds $700 million as of the prior June
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
year (a) following the fifth anniversary of the completion of our Initial Public Offering, (b) in which we
have total annual gross revenue of at least $1.07 billion (as adjusted for inflation pursuant to SEC rules from time to time), or (c)
in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates
exceeds $700 million as of the prior June 30, and (2) the date on which we have 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.
Financial Position
With funds available for a business combination initially in the amount
of $242,880,000, after payment of the estimated non-reimbursed expenses of our Initial Public Offering and $13,915,000 of deferred underwriting
fees, we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential
growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio. Because we are
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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
Act.
Financial Position
With funds available for a business combination initially in the amount
of $242,880,000, after payment of the estimated non-reimbursed expenses of our Initial Public Offering and $13,915,000 of deferred underwriting
fees, we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential
growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio. Because we are able to complete
our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility
to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs
and desires. However, we have not taken any steps to secure third-party financing and there can be no assurance it will be available to
us.
Effecting Our Initial Business Combination
General
We are not presently engaged in, and we will not engage in, any operations
for an indefinite period of time following our Initial Public Offering. 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
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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
desires. However, we have not taken any steps to secure third-party financing and there can be no assurance it will be available to
us.
Effecting Our Initial Business Combination
General
We are not presently engaged in, and we will not engage in, any operations
for an indefinite period of time following our Initial Public Offering. 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 any forward purchase agreement or backstop agreements
we may enter into following the consummation of our Initial Public Offering or otherwise), 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. We may seek to complete
our initial business combination with a company or business that may be financially unstable or in its early stages of development or
growth, which would subject us to the numerous risks inherent in such companies and businesses.
If our initial business combination is paid for using equity or debt,
or not all of the funds released from the Trust Account are used for payment of the consideration in
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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
to bank or other lenders or the owners of the target, or a combination of the foregoing or other sources. We may seek to complete
our initial business combination with a company or business that may be financially unstable or in its early stages of development or
growth, which would subject us to the numerous risks inherent in such companies and businesses.
If our initial business combination is paid for using equity or debt,
or not all of the funds released from the Trust Account are used for payment of the consideration in connection with our initial business
combination or used for redemptions of our Class A ordinary shares, we may apply the balance of the cash released to us from the Trust
Account for general corporate purposes, including for maintenance or expansion of operations of the post-business combination company,
the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase
of other companies or for working capital.
12
We have not selected any business combination target and we have not,
nor has anyone on our behalf, initiated any substantive discussions with any business combination target. Additionally, we have not engaged
or retained any agent or other representative to identify or locate any suitable acquisition candidate, to conduct any research or take
any measures, directly or indirectly, to
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase
of other companies or for working capital.
12
We have not selected any business combination target and we have not,
nor has anyone on our behalf, initiated any substantive discussions with any business combination target. Additionally, we have not engaged
or retained any agent or other representative to identify or locate any suitable acquisition candidate, to conduct any research or take
any measures, directly or indirectly, to locate or contact a target business, other than our officers and directors. Accordingly, there
is no current basis for our investors to evaluate the possible merits or risks of the target business with which we may ultimately complete
our initial business combination. Although our management will assess the risks inherent in a particular target business with which we
may combine, we cannot assure you that this assessment will result in our identifying all risks that a target business may encounter.
Furthermore, some of those risks may be outside of our control, meaning that we can do nothing to control or reduce the chances that those
risks will adversely affect a target business.
We may need to obtain additional financing to complete our initial
business combination, either because the transaction requires more cash than is available from the proceeds held in
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
in a particular target business with which we
may combine, we cannot assure you that this assessment will result in our identifying all risks that a target business may encounter.
Furthermore, some of those risks may be outside of our control, meaning that we can do nothing to control or reduce the chances that those
risks will adversely affect a target business.
We may need to obtain additional financing to complete our initial
business combination, either because the transaction requires more cash than is available from the proceeds held in our Trust Account,
or because we become obligated to redeem a significant number of our public shares upon completion of the business combination, in which
case we may issue additional securities or incur debt in connection with such business combination. There are no prohibitions on our ability
to issue securities or incur debt in connection with our initial business combination.
Other than the potential availability of the backstop arrangement with
our Sponsor, we are not currently a party to any arrangement or understanding with any third party with respect to raising any additional
funds through the sale of securities, the incurrence of debt or otherwise.
Evaluation of a Target Business and Structuring of Our Initial
Business Combination
In evaluating a prospective target business, we expect to conduct an
extensive due diligence review which may encompass
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
or incur debt in connection with our initial business combination.
Other than the potential availability of the backstop arrangement with
our Sponsor, we are not currently a party to any arrangement or understanding with any third party with respect to raising any additional
funds through the sale of securities, the incurrence of debt or otherwise.
Evaluation of a Target Business and Structuring of Our Initial
Business Combination
In evaluating a prospective target business, we expect to conduct an
extensive due diligence review which may encompass, as applicable and among other things, meetings with incumbent management and employees,
document reviews, interviews of customers and suppliers, inspection of facilities and a review of financial and other information about
the target and its industry. We will also utilize our management team’s operational and capital planning experience. If we determine
to move forward with a particular target, we will proceed to structure and negotiate the terms of the business combination transaction.
The time required to select and evaluate a target business and to structure
and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree
of certainty. Any costs incurred with respect to the identification and evaluation of, and negotiation with, a prospective target business
with which our initial business combination is not ultimately completed
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
. If we determine
to move forward with a particular target, we will proceed to structure and negotiate the terms of the business combination transaction.
The time required to select and evaluate a target business and to structure
and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree
of certainty. Any costs incurred with respect to the identification and evaluation of, and negotiation with, a prospective target business
with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds
we can use to complete another business combination. The company will not pay any consulting fees to members of our management team, or
their respective affiliates, for services rendered to or in connection with our initial business combination. In addition, we have agreed
not to enter into a definitive agreement regarding an initial business combination without the prior consent of our Sponsor.
Lack of Business Diversification
For an indefinite period of time after the completion of our initial
business combination, the prospects for our success may depend entirely on the future performance of a single business. Unlike other entities
that have the resources to complete business combinations with multiple entities in one or several industries, it is probable that we
will not have the resources
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
In addition, we have agreed
not to enter into a definitive agreement regarding an initial business combination without the prior consent of our Sponsor.
Lack of Business Diversification
For an indefinite period of time after the completion of our initial
business combination, the prospects for our success may depend entirely on the future performance of a single business. Unlike other entities
that have the resources to complete business combinations with multiple entities in one or several industries, it is probable that we
will not have the resources to diversify our operations and mitigate the risks of being in a single line of business. By completing our
initial business combination with only a single entity, our lack of diversification may:
subject us to negative economic, competitive and regulatory
developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial
business combination; and
cause us to depend on the marketing and sale of a single product
or limited number of products or services.
13
Limited Ability to Evaluate the Target’s Management Team
Although we intend to closely scrutinize the management of a prospective
target business when evaluating the desirability of effecting our initial business combination with that business, our assessment of the
target business’s management may not
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
may have a substantial adverse impact on the particular industry in which we operate after our initial
business combination; and
cause us to depend on the marketing and sale of a single product
or limited number of products or services.
13
Limited Ability to Evaluate the Target’s Management Team
Although we intend to closely scrutinize the management of a prospective
target business when evaluating the desirability of effecting our initial business combination with that business, our assessment of the
target business’s management may not prove to be correct. In addition, the future management may not have the necessary skills,
qualifications or abilities to manage a public company. Furthermore, the future role of members of our management team, if any, in the
target business cannot presently be stated with any certainty. The determination as to whether any of the members of our management team
will remain with the combined company will be made at the time of our initial business combination. While it is possible that one or more
of our directors will remain associated in some capacity with us following our initial business combination, it is unlikely that any of
them will devote their full efforts to our affairs subsequent to our initial business combination. Moreover, we cannot assure you that
members of our management team will have significant experience or knowledge
|
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Source:
cik:1865697
ticker:GGAAW
name:Genesis Growth Tech Acquisition Corp.
exchange:Nasdaq
filing_type:10-K
Text:
The determination as to whether any of the members of our management team
will remain with the combined company will be made at the time of our initial business combination. While it is possible that one or more
of our directors will remain associated in some capacity with us following our initial business combination, it is unlikely that any of
them will devote their full efforts to our affairs subsequent to our initial business combination. Moreover, we cannot assure you that
members of our management team will have significant experience or knowledge relating to the operations of the particular target business.
We cannot assure you that any of our key personnel will remain in senior
management or advisory positions with the combined company. The determination as to whether any of our key personnel will remain with
the combined company will be made at the time of our initial business combination.
Following a business combination, we may seek to recruit additional
managers to supplement the incumbent management of the target business. We cannot assure you that we will have the ability to recruit
additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent
management.
Shareholders May Not Have the Ability to Approve Our Initial
Business Combination
We may conduct redemptions without a shareholder vote pursuant to the
tender
|
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