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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
March
29, 2023
Date
of Report (Date of earliest event reported)
GENESIS
UNICORN CAPITAL CORP.
(Exact
Name of Registrant as Specified in Charter)
Delaware |
|
001-41287 |
|
85-4283150 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
281
Witherspoon Street, Suite 120
Princeton,
New Jersey 08540
(Address
of Principal Executive Offices, and Zip Code)
(609)
466-0792
Registrant’s
Telephone Number, Including Area Code
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
☒ |
Written
communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 share of Class A Common Stock, $0.0001 par value, and one redeemable warrant |
|
GENQU |
|
The
NASDAQ Stock Market LLC |
Class
A Common Stock, $0.0001 par value |
|
GENQ |
|
The
NASDAQ Stock Market LLC |
Redeemable
warrants, each warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share |
|
GENQW |
|
The
NASDAQ Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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.
IMPORTANT
NOTICES
Participants
in the Solicitation
Genesis
Unicorn Capital Corp., Delaware corporation (“GUCC”), Environmental Solutions Group Holdings Limited, a Cayman Islands
exempted company (“ESGL”), and their respective directors, executive officers and employees and other persons may
be deemed to be participants in the solicitation of proxies from the holders of shares of GUCC common stock in respect of the proposed
transaction described herein. Information about GUCC’s directors and executive officers and their ownership of GUCC’s common
stock is set forth in GUCC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “Form 10-K”)
and the final prospectus dated February 14, 2022 public offering of GUCC, as modified or supplemented by any Form 3 or Form 4 filed with
the SEC since the date of such filing. Other information regarding the interests of the participants in the proxy solicitation will be
included in the proxy statement pertaining to the proposed transaction when it becomes available. These documents can be obtained free
of charge from the sources indicated below.
Additional
Information and Where To Find It
In
connection with the proposed transactions described herein, ESGL Holdings Limited, a Cayman Islands exempted company (“PubCo”),
has publicly filed and will file relevant materials with the SEC, including a registration statement on Form F-4, as amended, File No.:
333-269078 (the “Registration Statement”), which Registration Statement also includes a proxy statement of GUCC. Promptly
after the Registration Statement is declared effective, GUCC will mail the definitive proxy statement and a proxy card to each stockholder
entitled to vote at the special meeting relating to the proposed transaction. INVESTORS AND SECURITYHOLDERS OF GUCC ARE URGED TO READ
THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION
THAT GUCC WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT GUCC, ESGL, PUBCO
AND THE PROPOSED TRANSACTION. The Registration Statement, definitive proxy statement, the preliminary proxy statement and other relevant
materials in connection with the proposed transaction (when they become available), and any other documents filed by GUCC with the SEC,
may be obtained free of charge at the SEC’s website (www.sec.gov) or by writing to Genesis Unicorn Capital Corp., 281 Witherspoon
Street, Suite 120, Princeton, New Jersey.
No
Offer or Solicitation
This
Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there
be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act.
Forward-Looking
Statements
This
Current Report on Form 8-K and the documents incorporated by reference herein (this “Current Report”) contain certain
“forward-looking statements” within the meaning of “safe harbor” provisions of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements can be identified by words such as: “target,” “believe,” “expect,”
“will,” “shall,” “may,” “anticipate,” “estimate,” “would,” “positioned,”
“future,” “forecast,” “intend,” “plan,” “project” and other similar expressions
that predict or indicate future events or trends or that are not statements of historical matters. Examples of forward-looking statements
include, among others, statements made in this Current Report regarding the proposed transactions (the “Merger”) contemplated
by the Agreement and Plan of Merger (the “Merger Agreement”) among GUCC, PubCo, ESGH Merger Sub Corp. (“Merger
Sub”) and ESGL, integration plans, expected synergies and revenue opportunities, anticipated future financial and operating
performance and results, including estimates for growth, the expected management and governance of the combined company and the expected
timing of the Merger. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are
based only on GUCC and ESGL managements’ current beliefs, expectations and assumptions. Because forward-looking statements relate
to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many
of which are outside of our control. Actual results and outcomes may differ materially from those indicated in the forward-looking statements.
Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause actual results and outcomes
to differ materially from those indicated in the forward-looking statements include, among others, the following: (1) the occurrence
of any event that could give rise to the termination of the Merger Agreement; (2) the outcome of any legal proceedings that may be instituted
against GUCC, the combined company or others; (3) the inability to complete the Merger, including due to the failure to obtain approval
of GUCC’s stockholders or to satisfy conditions to closing in the Merger Agreement; (4) the failure to obtain financing to fund
the combined company’s operations and growth following the closing of the Merger; (5) the amount of redemption requests made by
GUCC’s stockholders; (6) changes to the proposed structure of the Merger that may be required or appropriate as a result of applicable
laws; (7) the ability to meet Nasdaq listing standards following the consummation of the Merger; (8) the risk that the Merger disrupts
current plans and operations of ESGL as a result of the announcement and consummation of the Merger; (9) the ability to recognize the
anticipated benefits of the Merger, which may be affected by, among other things, competition, the ability of the combined company to
grow and manage growth profitably, maintain relationships with third parties and partners and retain its management and key employees;
(10) costs related to the Merger; (11) changes in applicable laws or regulations; (12) the possibility that ESGL or the combined company
may be adversely affected by other economic, business, regulatory, and/or competitive factors; (13) the availability of capital and ESGL
estimates of expenses; (14) changes in the assumptions underlying ESGL’s expectations regarding its future business or business
model; and (15) and other risks and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary
Note Regarding Forward-Looking Statements” in the Registration Statement, and other documents filed or to be filed from time to
time with the SEC by GUCC.
A
further list and description of risks and uncertainties can be found in the Form 10-K and in the Registration Statement that has been
filed with the SEC by PubCo in connection with the proposed transaction, and other documents that the parties may file or furnish with
the SEC, which you are encouraged to read. Any forward-looking statement made by us in this Current Report is based only on information
currently available to GUCC, ESGL and PubCo and speaks only as of the date on which it is made. GUCC, ESGL and PubCo undertake no obligation
to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of
new information, future developments or otherwise, except as required by law.
Item
8.01. Other Events.
Genesis
Unicorn Capital Corp. and Environmental Solutions Group Holdings Limited intend to use the attached presentation in meetings with investors.
The presentation is attached as Exhibit 99.1 and is incorporated by reference herein.
Item
9.01. Financial Statements and Exhibits
Exhibit
No. |
|
Description |
99.1 |
|
Investor Presentation |
104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Report on Form 8-K to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated:
March 29, 2023 |
|
|
|
|
GENESIS
UNICORN CAPITAL CORP. |
|
|
|
|
By: |
/s/
Samuel Lui |
|
Name: |
Samuel
Lui |
|
Title: |
President
and Chief Financial Officer |
|
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