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

Date of Report (Date of earliest event reported): November 20, 2023

GENESIS GROWTH TECH ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands		001-41138		98-1601264
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

Bahnhofstrasse 3 Hergiswil Nidwalden, Switzerland		6052
(Address of principal executive offices)		(Zip Code)

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: +41 78 607 99 01

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:

☒	Written communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications 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 Class A Ordinary Share, $0.0001 par value, and one-half of one redeemable warrant	OTCPK: GGAUF	N/A
Class A Ordinary Shares included as part of the units	OTCPK: GGAAF	N/A
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50	OTCPK: GGAWF	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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. ☐

Item 13.01. ~~Entry~~Notice ~~into~~of Delisting or Failure to Satisfy a ~~Material~~Continued ~~Definitive~~Listing ~~Agreement.~~Rule or Standard

~~Contribution~~The Nasdaq ~~and~~Stock ~~Business~~Market ~~Combination~~LLC ~~Agreement~~ (the “Exchange”) has determined to remove from listing the securities of Genesis Growth Tech Acquisition Corp. (the “Company” or “Genesis SPAC”), effective at the opening of the trading session on November 30, 2023. A Form 25 was filed with the SEC on November 20, 2023.

OnBased ~~November~~on ~~20,~~review ~~2023,~~of ~~Genesis~~information ~~Growth~~provided ~~Tech~~by ~~Acquisition~~the ~~Corp.~~Company, aNasdaq ~~Cayman~~Staff ~~Islands~~determined ~~exempted company (“Genesis SPAC”), entered into~~ that ~~certain Contribution and Business Combination Agreement (~~the ~~“Agreement”),~~Company byno ~~and~~longer ~~between Genesis~~qualified ~~SPAC~~for ~~and~~listing ~~Genesis~~on ~~Growth~~the ~~Tech LLC, a Cayman Islands limited liability company (“Genesis Sponsor”), pursuant~~Exchange to which, among other things, (a) Genesis Sponsor will contribute, transfer, convey, assign and deliver to Genesis SPAC all of Genesis Sponsor’s rights, title and interest in and to a portfolio of patents acquired by Genesis Sponsor pursuant to ~~that~~Listing ~~certain~~Rules ~~Patent Purchase Agreement, effective as of September 21, 2023~~ 5452(as amended by the First Amendment to Patent Sale Agreement dated November 14, 2023 and as it may be further amended from time to time, the “Patent Purchase Agreement”), by and between Genesis Sponsor and MindMaze Group SA, a ~~Swiss corporation (“MindMaze”~~)~~, and which includes~~ (i1) ~~the Assigned Patent Rights, including the Additional Rights, as such terms are defined in the Patent Purchase Agreement,~~ and 5452(iia) ~~all other intellectual property rights acquired by the Sponsor under the Patent Purchase Agreement, and~~ (b2) ~~Genesis SPAC will pay to Genesis Sponsor one thousand dollars~~ (~~$1,000~~C) and will assume and agree to perform and discharge all of Genesis Sponsor’s obligations under the Patent Purchase Agreement, including the obligation to pay to MindMaze a purchase price of $21 Million (the “MindMaze IP Purchase Price”) on or prior to May 31, 2024 and the obligation to share certain revenues with MindMaze, on the terms and subject to the conditions set forth in the Patent Purchase Agreement (collectively, the “Transaction”).

~~Genesis~~The ~~Sponsor~~Company iswas ~~the~~notified ~~sponsor~~ of ~~Genesis SPAC, and currently owns 6,325,000 Class B ordinary shares of Genesis SPAC, representing approximately 98.7% of~~ the ~~outstanding~~Staff ~~ordinary~~determination ~~shares~~on ofJuly ~~Genesis SPAC~~14, ~~and 8,875,000 warrants to purchase 8,875,000 Class A ordinary shares at $11~~2023.~~50 per share.~~

~~Pursuant~~On July to21, 2023, the ~~Agreement,~~Company ~~each~~exercised ofits right to appeal the ~~parties~~Staff determination to the ~~Agreement~~Listing ~~has~~Qualifications ~~made~~Hearings ~~customary~~Panel ~~representations~~(Panel) pursuant to Rule 5815. A Panel hearing was held on September 14, ~~warranties~~2023. ~~and~~On ~~covenants~~October in2, 2023, upon review of the ~~Agreement~~information provided by the Company, ~~including~~the ~~covenants~~Panel byissued ~~Genesis~~a ~~Sponsor~~decision ~~not~~denying tothe ~~dispose~~Company ofcontinued orlisting ~~otherwise~~and ~~encumber~~notified the ~~assets~~Company tothat trading in the Company securities would be ~~sold~~suspended toon ~~Genesis~~July ~~SPAC~~25, 2023.

~~Consummation~~The ofCompany ~~the~~did ~~Transaction~~not isappeal ~~subject~~the toPanel ~~customary~~decision ~~conditions,~~to ~~including, among other things (a)~~ the ~~absence~~Nasdaq ofListing ~~any~~and ~~law,~~Hearing ~~order~~Review orCouncil ~~action restraining or prohibiting the Transaction,~~ (bCouncil) ~~approval~~and of the ~~shareholders~~Council ofdid ~~Genesis~~not ~~SPAC,~~call ~~(c) Genesis SPAC receiving a fairness opinion that~~ the ~~Transaction~~matter ~~is fair to Genesis SPAC from a financial point of view, (d) MindMaze executing an extension~~ for ~~the~~review. ~~payment~~The ofStaff ~~the~~determination ~~MindMaze IP Purchase Price, (e) Genesis Sponsor having caused MindMaze~~ to ~~execute~~delist ~~a consent to assignment of~~ the ~~Patent~~Company ~~Purchase~~became ~~Agreement~~final ~~from Genesis~~on ~~Sponsor~~November ~~to Genesis SPAC~~16, (f) Genesis SPAC having filed amended and restated memorandum and articles of association deleting the various provisions applicable only to special purpose acquisition companies (the “Amended SPAC Articles”), and (g) Genesis SPAC having executed a warrant exchange agreement for the exchange of the private warrants owned by Genesis SPAC for ordinary shares of Genesis SPAC2023.

The ~~Agreement~~ ~~may~~Company’s ~~be terminated by Genesis SPAC and Genesis Sponsor under certain circumstances~~units, ~~including,~~ordinary ~~among~~shares ~~others, (a) by mutual written agreement of Genesis SPAC~~ and ~~Genesis~~warrants ~~Sponsor,~~now ~~(b)~~trade ~~by either Genesis SPAC or Genesis Sponsor if the closing has not occurred~~ on ~~or before~~ ~~on or before~~ the ~~latest~~OTC ofunder ~~(i) December 13, 2024 and (ii) if one or more extensions to a date following December 13, 2024 are obtained at~~ the ~~election~~symbols ofOTCPK: ~~Genesis SPAC~~GGAUF, ~~with~~GGAAF ~~Genesis SPAC shareholder vote, in accordance with the Genesis SPAC’s amended~~ and ~~restated memorandum and articles of association~~GGAWF, the last date for Genesis SPAC to consummate a Business Combination pursuant to such extensions and (c) by either Genesis SPAC or Genesis Sponsor if the Transaction is prohibited or made illegal by a final, nonappealable governmental order or lawrespectively.

The board of directors of Genesis SPAC has unanimously (a) approved and declared advisable the Agreement and the transactions contemplated by the Agreement, (ii) determined that the Transaction constitutes a “Business Combination” (as such term is defined in the amended and restated memorandum and articles of association of Genesis SPAC), and (b) resolved to recommend approval of the Agreement and related matters by Genesis SPAC’s shareholders.1

1Additional Information and Where to Find It

~~Genesis~~On ~~SPAC~~November ~~expects~~20, to2023, ~~file~~Genesis ~~proxy~~SPAC), ~~materials~~entered asinto ~~promptly~~that ascertain ~~practicable~~Contribution ~~after~~and ~~the~~Business ~~date~~Combination ofAgreement (the “Agreement”), by ~~for~~and ~~the~~between ~~purpose~~Genesis ofSPAC ~~soliciting~~and ~~proxies~~Genesis Growth Tech LLC, a Cayman Islands limited liability company (“Genesis Sponsor”), ~~from~~pursuant ~~holders~~to ofwhich, among other things, (a) Genesis Sponsor will contribute, transfer, convey, assign and deliver to Genesis SPAC all of Genesis Sponsor’s ~~ordinary~~rights, ~~shares~~title ~~sufficient~~and interest in and to ~~obtain~~a ~~shareholder~~portfolio ~~approval~~of patents acquired by Genesis Sponsor pursuant to that certain Patent Purchase Agreement, effective as of September 21, 2023 (as amended by the First Amendment to Patent Sale Agreement dated November 14, 2023 and as it may be further amended from time to time, the ~~transactions~~“Patent ~~contemplated~~ Purchase Agreement”), by and between Genesis Sponsor and MindMaze Group SA, a Swiss corporation (“MindMaze”), and which includes (i) the Assigned Patent Rights, including the Additional Rights, as such terms are defined in the Patent Purchase Agreement, and (ii) all other intellectual property rights acquired by the ~~Amended~~Sponsor under the Patent Purchase Agreement, and (b) Genesis SPAC ~~Articles~~will pay to Genesis Sponsor one thousand dollars ($1,000) atand will aassume ~~meeting~~and ofagree ~~holders~~to perform and discharge all of Genesis ~~SPAC~~Sponsor’s ~~ordinary~~obligations ~~shares~~under tothe bePatent ~~called~~Purchase ~~and~~Agreement, ~~held~~including ~~for~~the ~~such~~obligation ~~purpose.~~to ~~The~~pay ~~closing~~to isMindMaze ~~expected~~a topurchase ~~occur~~price ~~following~~of $21 Million (the ~~fulfillment~~“MindMaze IP Purchase Price”) on or ~~waiver~~prior ofto May 31, 2024 and the ~~closing~~obligation to share certain revenues with MindMaze, on the terms and subject to the conditions set forth in the Patent Purchase Agreement. In connection with the proposed transaction, Genesis SPAC intends to file relevant materials with the SEC, including a when available, a definitive proxy statement. Promptly after filing its definitive proxy statement with the SEC, Genesis SPAC will mail the definitive proxy statement and a proxy card to each shareholder entitled to vote at the meeting of shareholders relating to the transaction. INVESTORS AND SHAREHOLDERS OF GENESIS SPAC ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT GENESIS SPAC WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT GENESIS SPAC, GENESIS SPONSOR AND THE PROPOSED TRANSACTION. The definitive proxy statement, the preliminary proxy statement and other relevant materials in connection with the transaction (when they become available), and any other documents filed by Genesis SPAC with the SEC, may be obtained free of charge at the SEC’s website (www.sec.gov).

AParticipants ~~copy of the Agreement is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference, and the foregoing description of the Agreement is qualified~~ in ~~its entirety by reference thereto. The Agreement contains representations, warranties and covenants that~~ the respective parties made to each other as of the date of the Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating such agreement. The representations, warranties and covenants in the Agreement are also modified in important part by the underlying disclosure schedules which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to stockholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts. Genesis SPAC and Genesis Sponsor do not believe that these schedules contain information that is material to an investment decision.Solicitation

Genesis SPAC and its directors and executive officers may be deemed participants in the solicitation of proxies from Genesis SPAC’s shareholders with respect to the proposed transaction. A list of the names of those directors and executive officers and a description of their interests in Genesis SPAC will be included in the proxy statement for the proposed transaction and be available at www.sec.gov. Additional information regarding the interests of such participants will be contained in the proxy statement for the proposed transaction when available. Information about Genesis SPAC’s directors and ~~Where~~executive officers and their ownership of Genesis SPAC common stock is set forth in Genesis SPAC’s prospectus, dated December 8, 2021, as modified or supplemented by any Form 3 or Form 4 filed with the SEC since the date of such filing, and the Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed by Genesis SPAC with the SEC on June 20, 2023 and amended on July 13, 2023. Other information regarding the interests of the participants in the proxy solicitation will be included in the proxy statement pertaining to ~~Find~~the proposed transaction when it becomes available. These documents can be obtained It free of charge at the SEC’s website (www.sec.gov).

~~In connection with the proposed transaction,~~ Genesis ~~SPAC intends to file relevant materials with the SEC, including a when available, a~~ ~~definitive~~Sponsor ~~proxy~~and ~~statement. Promptly after filing~~ its ~~definitive~~managers ~~proxy statement with the SEC, Genesis SPAC will mail the definitive proxy statement~~ and aexecutive ~~proxy~~officers ~~card~~may toalso ~~each~~be ~~shareholder~~deemed ~~entitled~~ to ~~vote~~be atparticipants in the ~~meeting~~solicitation of ~~shareholders~~proxies ~~relating~~from to the ~~transaction. INVESTORS~~shareholders ~~AND~~of ~~SHAREHOLDERS~~Genesis ~~OF GENESIS~~ SPAC ~~ARE~~in ~~URGED~~connection TOwith ~~READ~~the ~~THESE~~proposed ~~MATERIALS~~transaction. ~~(INCLUDING~~A ~~ANY~~list ~~AMENDMENTS~~of ORthe ~~SUPPLEMENTS~~names ~~THERETO)~~of ~~AND~~such ~~ANY~~managers ~~OTHER~~and ~~RELEVANT DOCUMENTS~~executive INofficers ~~CONNECTION~~and ~~WITH THE TRANSACTION THAT GENESIS SPAC WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN~~information ~~IMPORTANT~~regarding ~~INFORMATION~~their ~~ABOUT~~interests ~~GENESIS~~in ~~SPAC,~~the ~~GENESIS~~proposed ~~SPONSOR~~transaction ~~AND~~will ~~THE~~be ~~PROPOSED~~included ~~TRANSACTION.~~in ~~The definitive proxy statement,~~ the ~~preliminary~~ proxy statement ~~and~~for ~~other relevant materials in connection with~~ the ~~transaction~~proposed ~~(when they become available), and any other documents filed by Genesis SPAC with the SEC, may be obtained free of charge at the SEC’s website (www~~transaction.~~sec.gov).~~

~~Participants in the Solicitation~~2

Genesis SPAC and its directors and executive officers may be deemed participants in the solicitation of proxies from Genesis SPAC’s shareholders with respect to the proposed transaction. A list of the names of those directors and executive officers and a description of their interests in Genesis SPAC will be included in the proxy statement for the proposed transaction and be available at www.sec.gov. Additional information regarding the interests of such participants will be contained in the proxy statement for the proposed transaction when available. Information about Genesis SPAC’s directors and executive officers and their ownership of Genesis SPAC common stock is set forth in Genesis SPAC’s prospectus, dated December 8, 2021, as modified or supplemented by any Form 3 or Form 4 filed with the SEC since the date of such filing, and the Annual Report on Form 10Forward-KLooking for the fiscal year ended December 31, 2022 filed by Genesis SPAC with the SEC on June 20, 2023 and amended on July 13, 2023. 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 at the SEC’s website (www.sec.gov).Statements

~~Genesis~~This ~~Sponsor~~Current ~~and~~Report ~~its~~on ~~managers~~Form 8-K and ~~executive~~the ~~officers~~documents ~~may~~incorporated ~~also~~by bereference ~~deemed~~herein to(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 ~~participants~~identified by words such as: “target,” “believe,” “expect,” “will,” “shall,” “may,” “anticipate,” “estimate,” “would,” “positioned,” “future,” “forecast,” “intend,” “plan,” “project,” “outlook” 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 ~~solicitation~~proposed transactions contemplated by the Agreement, including the benefits of ~~proxies~~the ~~from~~Transaction, integration plans, expected synergies and revenue opportunities, anticipated future financial and operating performance and results, including estimates for growth, the ~~shareholders~~expected management and governance of ~~Genesis~~the ~~SPAC~~post-transaction incompany, ~~connection~~and ~~with~~the expected timing of the proposed transaction. AForward-looking ~~list~~statements are neither historical facts nor assurances of future performance. Instead, they are based only on Genesis SPAC’s and Genesis Sponsor’s management’s current beliefs, expectations and assumptions. Because forward-looking statements relate to the ~~names~~future, ofthey ~~such~~are ~~managers~~subject to inherent uncertainties, risks and ~~executive~~changes ~~officers~~in circumstances that are difficult to predict and ~~information~~many of which are outside of our control. ~~regarding~~Actual ~~their~~results ~~interests~~and outcomes may differ materially from those indicated in the ~~proposed~~forward-looking ~~transaction~~statements. ~~will~~Therefore, beyou ~~included~~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 ~~proxy~~forward-looking ~~statement~~statements ~~for~~include, ~~the~~among ~~proposed~~others, ~~transaction.~~the following:

2(1) the occurrence of any event, change, or other circumstances that could give rise to the termination of the Agreement;

~~Forward-Looking~~(2) the ~~Statements~~outcome of any legal proceedings that may be instituted against Genesis SPAC or Genesis Sponsor following the announcement of the Agreement and the transactions contemplated therein;

~~This Current Report on Form 8-K and the documents incorporated by reference herein~~ (~~this “Current Report”~~3) ~~contain~~ ~~certain “forward-looking statements” within~~ the ~~meaning~~inability ofto ~~“safe~~complete ~~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,” “outlook” 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 contemplated by the Agreement~~transaction, including ~~the~~due ~~benefits~~to offailure ~~the~~to ~~Transaction,~~obtain ~~integration~~approval ~~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 ~~post-transaction~~shareholders ~~company, and the expected timing~~ of ~~the proposed transaction. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on~~ Genesis SPAC’s ~~and Genesis Sponsor’s management’s~~or ~~current~~certain ~~beliefs,~~regulatory ~~expectations and assumptions. Because forward-looking statements relate to the future~~approvals, ~~they~~or ~~are~~satisfy ~~subject~~other toconditions ~~inherent uncertainties, risks and changes in circumstances that are difficult~~ to ~~predict~~closing ~~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:Agreement;

(14) the occurrence of any event, change, or other ~~circumstances~~circumstance that could give rise to the termination of the Agreement or could otherwise cause the transaction to fail to close;

(25) the ~~outcome~~risk ~~of any legal proceedings~~ that ~~may~~the beproposed ~~instituted~~transaction ~~against~~disrupts ~~Genesis~~current ~~SPAC~~plans orand ~~Genesis Sponsor~~operations ~~following~~as ~~the~~a ~~announcement~~result of the ~~Agreement~~announcement and ~~the~~consummation ~~transactions~~of ~~contemplated~~the proposed ~~therein~~transaction;

(36) the ~~inability~~ability to ~~complete~~recognize the anticipated benefits of the proposed transaction, ~~including~~which ~~due~~may tobe ~~failure~~affected toby, ~~obtain~~among ~~approval of~~other things, competition, the ~~shareholders~~ability of Genesis SPAC ~~or certain regulatory approvals, or satisfy other conditions~~ to ~~closing~~grow inand ~~the~~manage ~~Agreement~~growth profitably;

(47) ~~the~~costs ~~occurrence~~related ~~of any event, change, or other circumstance that could give rise~~ to the ~~termination of~~proposed ~~the Agreement or could otherwise cause the~~ transaction ~~to fail to close~~;

(58) ~~the~~changes ~~risk~~in ~~that~~applicable ~~the~~laws ~~proposed~~or ~~transaction disrupts current plans and operations as a result of the announcement and consummation of the proposed transaction~~regulations;

(69) the ~~ability~~possibility tothat ~~recognize~~Genesis ~~the~~SPAC ~~anticipated~~or ~~benefits~~Genesis ofSponsor ~~the proposed transaction, which~~ may be adversely affected by, ~~among~~ other ~~things~~economic, ~~competition~~business, ~~the ability of Genesis SPAC to grow~~ and/or ~~manage~~competitive ~~growth profitably~~factors;

(710) ~~costs~~risks related to the ~~proposed~~organic ~~transaction~~and inorganic growth of Genesis SPAC’s business and the timing of expected business milestones;

(811) ~~changes~~the inamount ~~applicable~~of ~~laws~~redemption orrequests ~~regulations~~made by Genesis SPAC’s shareholders; and

(912) other risks and uncertainties indicated from time to time in the ~~possibility~~final prospectus of Genesis SPAC for its initial public offering dated December 8, 2021 filed with the SEC and the preliminary proxy statement/prospectus, and when available, a definitive proxy statement and final prospectus relating to the proposed transaction, including those under “Risk Factors” therein, and in Genesis SPAC’s other filings with the SEC. Genesis SPAC cautions that the foregoing list of factors is not exclusive. Genesis SPAC orand Genesis Sponsor caution readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Genesis SPAC and Genesis Sponsor do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions, or circumstances on which any such statement is based, whether as a result of new information, future events, or otherwise, except as may be ~~adversely~~required ~~affected~~ by ~~other~~applicable ~~economic,~~law. Neither Genesis ~~business~~Sponsor nor Genesis SPAC gives any assurance that either Genesis Sponsor or Genesis SPAC, ~~and/~~or ~~competitive~~the ~~factors;~~post-transaction company, will achieve its expectations.

~~(10) risks related to the organic and inorganic growth of Genesis SPAC’s business and the timing of expected business milestones;~~3

~~(11) the~~No ~~amount~~Offer ofor ~~redemption requests made by Genesis SPAC’s shareholders; and~~Solicitation

~~(12)~~This ~~other~~Current ~~risks~~Report ~~and~~on ~~uncertainties~~Form ~~indicated from time to time in the final prospectus of Genesis SPAC for its initial public offering dated December~~ 8,-K ~~2021~~shall ~~filed~~not ~~with~~constitute ~~the~~an ~~SEC~~offer ~~and the preliminary proxy statement/prospectus, and when available, a definitive proxy statement and final prospectus relating~~ to ~~the~~sell ~~proposed~~or ~~transaction, including those under “Risk Factors” therein, and in Genesis SPAC’s other filings with~~ the ~~SEC.~~solicitation ~~Genesis SPAC cautions that the foregoing list~~ of ~~factors~~an isoffer ~~not exclusive. Genesis SPAC and Genesis Sponsor caution readers not~~ to ~~place~~buy ~~undue reliance upon~~ any ~~forward-looking statements~~securities, ~~which~~nor ~~speak~~shall ~~only as~~there ofbe ~~the~~any ~~date~~sale ~~made.~~of ~~Genesis~~securities ~~SPAC~~in ~~and Genesis Sponsor do not undertake or accept~~ any ~~obligation~~states or ~~undertaking~~jurisdictions toin ~~release~~which ~~publicly~~such ~~any~~offer, ~~updates~~ solicitation, or ~~revisions~~sale towould ~~any~~be ~~forward-looking~~unlawful ~~statements~~prior to ~~reflect any change in their expectations~~ registration or ~~any~~qualification ~~change~~under inthe ~~events,~~securities ~~conditions,~~laws orof ~~circumstances on which~~ any such ~~statement~~jurisdiction. isNo ~~based,~~offering ~~whether as a result~~ of ~~new~~securities ~~information,~~shall ~~future~~be ~~events,~~made ~~or otherwise,~~ except asby ~~may~~means beof ~~required~~a byprospectus ~~applicable~~meeting ~~law.~~the ~~Neither~~requirements ~~Genesis~~of ~~Sponsor~~Section ~~nor~~10 ~~Genesis~~of ~~SPAC~~the ~~gives~~Securities ~~any assurance that either Genesis Sponsor or Genesis SPAC~~Act, or ~~the~~an ~~post-transaction company,~~exemption ~~will achieve its expectations~~therefrom.

3Before making any voting decision, investors and security holders of Genesis SPAC and Genesis Sponsor are urged to read the proxy statement and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available because they will contain important information about the proposed transaction.

~~No Offer or Solicitation~~4

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 states or jurisdictions 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, or an exemption therefrom.SIGNATURE

~~Before~~Pursuant ~~making~~to ~~any~~the requirements ~~voting~~of ~~decision,~~the ~~investors~~Securities ~~and~~Exchange ~~security~~Act ~~holders~~ of ~~Genesis~~1934, ~~SPAC and Genesis Sponsor are urged to read~~ the ~~proxy~~registrant ~~statement~~has ~~and~~duly ~~all~~caused ~~other relevant~~this ~~documents~~report ~~filed~~to ~~or that will~~ be ~~filed~~signed ~~with~~on ~~the~~its ~~SEC~~behalf inby ~~connection with~~ the ~~proposed~~undersigned ~~transaction as they become available because~~hereunto ~~they~~duly ~~will contain important information about the proposed transaction~~authorized.

Item 9.01. Financial Statements and Exhibits.

	GENESIS GROWTH TECH ACQUISITION CORP.

Date: November 24, 2023	By:	/s/ Eyal Perez
	Name:	Eyal Perez
	Title:	Chief Executive Officer, Chief Financial Officer and Director

~~(d) Exhibits.~~5

Exhibit No.		Description
2.1		Contribution and Business Combination Agreement, dated as of November 20, 2023, by and between Genesis Growth Tech Acquisition Corp. and Genesis Growth Tech LLC.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GENESIS GROWTH TECH ACQUISITION CORP.
Date: November 20, 2023	By:	/s/ Eyal Perez
	Name:	Eyal Perez
	Title:	Chief Executive Officer, Chief Financial Officer and Director

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