Genesis Unicorn Capital Corp.

What changed: Item 1.01: On July 26, 2023 the parties to Genesis Unicorn Capital Corp.'s November 29, 2022 merger agreement with ESGL Holdings and Environmental Solutions Group Holdings entered a Waiver Agreement. It waives the Section 10.2 closing condition that the target have performed its obligations in all material respects, but only as it relates to two disclosed developments: the target cannot deliver a good-faith calculation of its Estimated Working Capital three business days before closing, and it asked that the per-share consideration not be reduced by the $3,750,000 Holdback Amount. Why it matters: Both waived items are protections for the SPAC's side that are being given up on the eve of a closing already approved by shareholders. The target cannot produce a working-capital calculation, which is the mechanism by which consideration is normally trued up, and the $3,750,000 holdback that would have secured indemnity claims is released into the consideration paid at closing. The waiver is stated to be confined to these two matters and not to extend to any other event.

What changed: Items 5.07 and 8.01: At Genesis Unicorn Capital Corp.'s special meeting on July 26, 2023, stockholders approved the Reincorporation Merger, Acquisition Merger, Nasdaq and Governance proposals, each by 6,253,887 for and 288,955 against with no abstentions. Of 5,867,515 Class A and 2,156,250 Class B shares entitled to vote on the June 9, 2023 record date, 6,542,842 shares — about 81.54% — were present. The filing states 5,377,344 shares were tendered for redemption in connection with the vote. Why it matters: The transaction is approved and most of the public money is leaving: 5,377,344 shares tendered against 5,867,515 Class A shares outstanding on the record date. The company states it plans to close as soon as possible and WILL CONTINUE TO ACCEPT REVERSAL OF REDEMPTION REQUESTS UNTIL CLOSING, so the tendered figure was still moving when this was filed and is not a final count.

What changed: Genesis Unicorn Capital Corp. called a special meeting for July 26, 2023 at 11:00 a.m. Eastern Time at Loeb & Loeb LLP and by webcast, on its merger agreement dated November 29, 2022 with Environmental Solutions Group Holdings, forming ESGL Holdings Limited. As of July 3, 2023 the Trust Account held approximately $58,346,081, and GUCC estimates the redemption price at approximately $10.71 per share at the time of the Meeting; the Class A shares last traded at $10.79 on July 3, 2023. Aggregate consideration for the Acquisition Merger is $75,000,000, less certain transaction expenses. Why it matters: A $75,000,000 target valuation against roughly $58.3 million of trust means GENQ public holders would own a large minority if nobody redeemed — unusually favourable arithmetic for a de-SPAC. The market price of $10.79 sits eight cents above the $10.71 redemption value, so selling was marginally better than redeeming. Genesis Unicorn later liquidated, so the redemption or market exit at roughly $10.71 to $10.79 was the value actually available.

What changed: 425 of the promotional type: a GlobeNewswire release announcing that ESGL has entered a joint development agreement with Nanomatics Pte. Ltd. to combine ESGL's FR-3 pyrolysis technology with Nanomatics' THERMO-CVD process to convert plastic waste into pyrolysis oil, carbon nanotubes and hydrogen. It is target business news; the SPAC appears only in the dateline and the Rule 425 cover. Why it matters: No transaction status, vote date, redemption term or financing figure appears. The naming defect seen in this company's April 10, 2023 425 repeats: the release again heads the dateline 'Genesis Unicorn Acquisition Corp. (NASDAQ: GENQ)' while the filer and subject company is Genesis Unicorn Capital Corp., so the wrong corporate name has now gone out twice over the same wire. Detect-only; nothing was written to any field.

What changed: Items 1.01 and 2.03: On April 27, 2023 Genesis Unicorn Capital Corp. issued an amended and restated promissory note to its sponsor, Genesis Unicorn Capital, LLC, for principal of up to $4,500,000, to fund among other things extension fees and transaction costs of extensions needed to consummate a business combination. The note bears no interest and is repayable on the earlier of February 17, 2024 or the closing of a business combination. The filing states the March 1, 2023 instrument, under which the sponsor purported to lend up to $2,000,000, was cancelled and void ab initio. Why it matters: The sponsor's committed facility more than doubles, from a purported $2,000,000 to up to $4,500,000, and the earlier instrument is not merely replaced but declared void from inception — language that treats the March 1 note as never having existed rather than as superseded. February 17, 2024 is the note's repayment date, which is a term of the loan and not a statement about how long the company has to complete a business combination.

What changed: 425 of the announcement type wrapping an 8-K with real financing terms: on April 27, 2023 Genesis Unicorn issued an amended and restated promissory note of up to $4,500,000 to its Sponsor to fund, among other things, extension fees and transaction costs. It amends the March 1, 2023 note and expressly cancels as void ab initio the instrument of the same date under which the Sponsor purported to lend up to $2,000,000. The Note is non-interest-bearing and repayable on the earlier of February 17, 2024 or the consummation of the business combination; the note itself is Exhibit 10.1. Why it matters: This more than doubles the sponsor's committed extension funding, and the cancellation 'void ab initio' of the earlier instrument means the March 1 note should not be counted alongside it - a diff engine comparing the two 8-Ks would otherwise show $6.5 million of sponsor loans where the company says there is one facility of $4.5 million. February 17, 2024 is the note's maturity, not a combination deadline, and was not written to any deadline field.