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~~April 2927, 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))

☐	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~~Item ~~NOTICES~~1.01. Entry into a Material Definitive Agreement.

~~Participants~~On April 27, 2023, Genesis Unicorn Capital Corp. (the “Company”) issued an amended and restated promissory note (the “Note”) in the ~~Solicitation~~principal amount of up to $4,500,000 to Genesis Unicorn Capital, LLC (the “Sponsor”), pursuant to which the Sponsor shall loan to the Company up to $4,500,000 to pay, among other things, any extension fees and transaction costs associated with any extensions of time needed for the Company to consummate its business combination. The Note amends and restates the Promissory Note, dated as of March 1, 2023 (the “Original Note”). For the purposes of clarity, the Company and the Sponsor hereby agreed that the certain instrument dated as of March 1, 2023 pursuant to which the Sponsor purported to loan up to $2,000,000 to the Company was hereby canceled and deemed void ab initio.

~~Genesis~~The ~~Unicorn~~Note ~~Capital~~bears ~~Corp.,~~no ~~Delaware~~interest ~~corporation~~and ~~(“GUCC”),~~is ~~Environmental~~repayable ~~Solutions~~in ~~Group~~full ~~Holdings~~upon ~~Limited,~~the aearlier ~~Cayman~~of ~~Islands exempted company~~ (~~“ESGL”~~a), ~~and~~February ~~their respective directors~~17, ~~executive~~2024 ~~officers~~or ~~and~~(b) ~~employees and other persons may be deemed to be participants in~~ the ~~solicitation~~date of ~~proxies from~~ the ~~holders~~consummation of ~~shares of GUCC common stock in respect of~~ the ~~proposed~~ ~~transaction described herein. Information about GUCC~~Company’s ~~directors~~initial ~~and~~business ~~executive~~combination. ~~officers~~The ~~and~~issuance ~~their ownership~~ of ~~GUCC’s~~the ~~common stock~~Note iswas ~~set~~made ~~forth~~pursuant into ~~GUCC’s Annual Report on Form 10-K for~~ the ~~fiscal~~exemption ~~year~~from ~~ended~~registration ~~December~~contained in ~~31,~~Section ~~2022~~ 4(~~the “Form 10-K”~~a) ~~and~~(2) of the ~~final~~Securities ~~prospectus~~Act ~~dated February 14, 2022 public offering~~ of ~~GUCC~~1933, as ~~modified or supplemented by any Form 3 or Form 4 filed with the SEC since the date of such filing~~amended. ~~Other~~The ~~information~~foregoing ~~regarding~~description ~~the~~is ~~interests~~qualified ~~of the participants~~ in ~~the~~its ~~proxy~~entirety ~~solicitation~~by ~~will~~reference beto ~~included in~~ the ~~proxy~~Note, ~~statement~~a ~~pertaining~~copy toof ~~the~~which ~~proposed~~is ~~transaction~~attached ~~when~~as itExhibit ~~becomes available~~10.1 ~~These~~hereto ~~documents~~and ~~can~~are beincorporated ~~obtained~~herein ~~free of~~by ~~charge from the sources indicated below~~reference.

~~Additional~~Item ~~Information~~2.03 ~~and~~Creation ~~Where~~of Toa ~~Find~~Direct ItFinancial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

InThe ~~connection~~disclosure ~~with~~contained ~~the~~in ~~proposed~~Item ~~transactions~~1.01 ~~described~~of ~~herein,~~this ~~ESGL~~Current ~~Holdings~~Report ~~Limited, a Cayman Islands exempted company (“PubCo”), has publicly filed and will file relevant materials with the SEC, including a registration statement~~ on Form F8-4,K ~~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~~incorporated ~~effective,~~by ~~GUCC~~reference 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~~this ~~with~~Item ~~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~~2.~~sec~~03.~~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
10.1		Amended and Restated Promissory Note dated April 27, 2023
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
Dated: April 27, 2023
GENESIS UNICORN CAPITAL CORP.
By:	/s/ Samuel Lui
Name:	Samuel Lui
Title:	President and Chief Financial Officer

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