GENQ SEC filings, in plain English
Everything Genesis Unicorn Capital Corp. has filed with the SEC that we hold — 40 filings, newest first, 8 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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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.
outside datenothing moved · 1 with no prior record of ours
- Outside date
- not previously extracted2023-06-30
SpacBrain reads this as the agreement may be terminated from 2023-06-30.
The clause “(i) the closing of the transactions contemplated hereunder has not occurred by June 30, 2023 (the “ Outside Date ”) ( provided that, if the SEC has not declared the Registration Statement effective on or prior to such date, the Outside”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
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 vs 2022-11-04trust $88.1M → $88.8M +1%sponsor loan $174K → $1.3Mshares 8.63M → 5.45M -37%
trust account, sponsor loans outstanding, redeemable shares +33 moved · 3 with no prior record of ours
- Trust account
- $88.1M$88.8M
- Sponsor loans outstanding
- $174K$1.3M
- Redeemable shares
- 8.63M5.45M
- Combination deadline
- not previously extracted2024-02-17
- Going-concern doubt
- stated · unchanged
- Mandate language
- the Company intends to focus on businesses in the biotechnol… · unchanged
SpacBrain reads this as $754,390 was added to the trust between the two filings.
The clause …“using available market information. The Company had $ 56,893,013 and $ 88,824,794 in investments held in the Trust Account as of March 31, 2023 and December 31, 2022, respectively. The decrease in the Trust Account from”…
SpacBrain reads this as the sponsor has advanced $1,125,853 more.
The clause …“capital. As of March 31, 2023 and December 31, 2022, the Company had borrowed $ 1,300,000 and $ 250,000 , respectively, under the Second Promissory Note with the Sponsor. Administrative Support Agreement The Company entered”…
SpacBrain reads this as 3,177,941 shares are no longer redeemable.
The clause …“As a result of the redemption, as of March 31, 2023 the Company has 5,447,059 shares of Class A common stock subject to possible redemption at the redemption amount were presented at redemption value as temporary equity,”…
The clause “(12) times for an additional one (1) month each time, from February 17, 2023 to February 17, 2024, provided that the Extension Payment of $0.06 per Public Share that has not been redeemed is deposited into the Trust Account each time at”…
The clause …“of winding up. Similar to the prior reporting period, these conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the financial statements”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
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.
What changed: 425 of the promotional type: a GlobeNewswire press release announcing that an ESGL director and Genesis Unicorn's President/CFO will appear in a 60-minute IPO Edge fireside chat on April 11, 2023, followed by biographies and a list of discussion topics. The only transaction facts are recitals: a definitive merger agreement with Environmental Solutions Group Holdings Limited was announced November 30, 2022, and PubCo (ESGL Holdings Limited) HAS filed a Form F-4 registration statement that includes the SPAC's proxy statement. No vote date, redemption terms, minimum cash or PIPE terms appear. Why it matters: An event announcement is not a status report, and this one should not move anything. Worth a human's eye: the release names the SPAC as 'Genesis Unicorn Acquisition Corp. (NASDAQ: GENQ)' while the filer and subject company on the same page is Genesis Unicorn Capital Corp., so the document disagrees with itself on the registrant's name. Note also that the registration statement here is an F-4, not an S-4, which matters for any check keyed to the S-4 legend. Nothing was written to a status or deadline field.
- What changed vs 2022-04-14sponsor loan $174K → $250K
sponsor loans outstanding, trust account, combination deadline +31 moved · 5 with no prior record of ours
- Sponsor loans outstanding
- $174K$250K
- Trust account
- not previously extracted$88.8M
- Combination deadline
- not previously extracted2024-02-17
- Redeemable shares
- not previously extracted8.63M
- Going-concern doubt
- stated · unchanged
- Mandate language
- we intend to focus our search on middle market and emerging … · unchanged
SpacBrain reads this as the sponsor has advanced $75,853 more.
The clause …“an initial Business Combination. As of December 31, 2022, the Company had borrowed $ 250,000 under the Second Promissory Note with the Sponsor. On March 1, 2023, the Company restated and amended the Second promissory Note, pursuant”…
The clause …“assets 255,388 182,369 Prepaid expenses – noncurrent 19,007 — Investments held in Trust Account 88,824,794 — Total Assets $ 89,099,189 $ 182,369 Liabilities and Stockholders’ Equity (Deficit): Current liabilities: Accounts payable $”…
The clause …“foregoing Proposals. The Company’s management believes that it can close the Business Combination before February 17, 2024. Under the circumstances, the Sponsor wants to pay an extension amount that could potentially be less than the $”…
The clause …“equity) to be less than $ 5,000,001 . Accordingly, as of December 31, 2022, 8,625,000 shares of Class A common stock subject to possible redemption at the redemption amount were presented at redemption value as temporary equity,”…
The clause …“The date for mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Genesis Unicorn Capital Corp. called a special meeting for February 14, 2023 at 9:00 a.m. Eastern to permit the board to extend the combination deadline twelve times by one month each, from February 17, 2023 to February 17, 2024, with a trust amendment requiring a deposit of $0.06 per unredeemed share per monthly extension. Under the existing charter and trust agreement the only way to extend from February 17, 2023 to August 17, 2023 without a separate stockholder vote is for the sponsor to deposit $1,725,000, or $0.20 per public share, on or before February 17, 2023 and again on May 17, 2023. Why it matters: The existing terms require $0.20 per share for each three-month block, about $0.067 a month, while the proposal charges $0.06 a month, so the per-month funding falls slightly but the sponsor gains the right to stop after any single month rather than committing $1,725,000 up front. That optionality is the real transfer of value: holders lose a lump-sum commitment in exchange for a monthly one that can be abandoned. The $1,725,000 figure implies about 8.6 million public shares remain, so the trust is still largely intact.
outside datenothing moved · 1 with no prior record of ours
- Outside date
- no earlier filing2023-06-30
SpacBrain reads this as the agreement may be terminated from 2023-06-30.
The clause …“provides that the outside date for the closing of the Business Combination is June 30, 2023 (the “ Outside Date ”). Following the Business Combination, PubCo expects its ordinary shares to be traded on the Nasdaq Stock Market. The”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
outside datenothing moved · 1 with no prior record of ours
- Outside date
- 2023-06-30 · unchanged
The clause …“provides that the outside date for the closing of the Business Combination is June 30, 2023 (the “ Outside Date ”). Following the Business Combination, PubCo expects its ordinary shares to be traded on the Nasdaq Stock Market. The”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
outside datenothing moved · 1 with no prior record of ours
- Outside date
- not previously extracted2023-06-30
SpacBrain reads this as the agreement may be terminated from 2023-06-30.
The clause …“agreed that the closing of the Business Combination shall occur no later than June 30, 2023 (the “ Outside Date ”). The Outside Date may be extended upon the written agreement of the parties. Representations and Warranties In the Merger”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
outside datenothing moved · 1 with no prior record of ours
- Outside date
- 2023-06-30 · unchanged
The clause …“agreed that the closing of the Business Combination shall occur no later than June 30, 2023 (the “ Outside Date ”). The Outside Date may be extended upon the written agreement of the parties. Representations and Warranties In the Merger”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
- What changed vs 2022-08-11trust $87.7M → $88.1M +0%
trust account, going-concern doubt, sponsor loans outstanding +21 moved · 4 with no prior record of ours
- Trust account
- $87.7M$88.1M
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $174K · unchanged
- Mandate language
- the Company intends to focus on businesses in the biotechnol… · unchanged
- Redeemable shares
- 8.63M · unchanged
SpacBrain reads this as $416,338 was added to the trust between the two filings.
The clause …“assets 311,144 182,369 Prepaid expenses - noncurrent 94,007 — Investments held in Trust Account 88,070,404 — Total Assets $ 88,475,555 $ 182,369 Liabilities and Stockholders’ Equity (Deficit): Current liabilities: Accounts payable $”…
The clause …“such additional capital will ultimately be available. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the financial statements”…
The clause …“Note dated February 4, 2022. As of December 31, 2021, the Company had borrowed $ 174,147 under the Promissory Note with the Sponsor. Following the IPO of the Company on February 17, 2022, a total of $ 183,753 under the”…
The clause …“equity) to be less than $ 5,000,001 . Accordingly, as of September 30, 2022, 8,625,000 shares of Class A common stock subject to possible redemption at the redemption amount were presented at redemption value as temporary equity,”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
- What changed vs 2022-05-11trust $87.6M → $87.7M +0%
trust account, going-concern doubt, sponsor loans outstanding +21 moved · 4 with no prior record of ours
- Trust account
- $87.6M$87.7M
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $174K · unchanged
- Mandate language
- the Company intends to focus on businesses in the biotechnol… · unchanged
- Redeemable shares
- 8.63M · unchanged
SpacBrain reads this as $71,282 was added to the trust between the two filings.
The clause …“assets 545,587 182,369 Prepaid expenses - noncurrent 94,007 — Investments held in Trust Account 87,654,066 — Total Assets $ 88,293,660 $ 182,369 Liabilities and Stockholders’ Equity (Deficit): Current liabilities: Accounts payable $”…
The clause …“such additional capital will ultimately be available. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the financial statements”…
The clause …“Note dated February 4, 2022. As of December 31, 2021, the Company had borrowed $ 174,147 under the Promissory Note with the Sponsor. Following the IPO of the Company on February 17, 2022, a total of $ 183,753 under the”…
The clause …“equity) to be less than $ 5,000,001 . Accordingly, as of June 30, 2022, 8,625,000 shares of Class A common stock subject to possible redemption at the redemption amount were presented at redemption value as temporary equity,”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.