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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

 

Date of Report (Date of earliest event reported): April 21, 2023 (April 19, 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   GGAAU   The Nasdaq Stock Market LLC
Class A Ordinary Shares included as part of the units   GGAA   The Nasdaq Stock Market LLC
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   GGAAW   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 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On April 19, 2023, Genesis Growth Tech Acquisition Corp. (the “Company”) received a notification letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1), as a result of not having timely filed its Annual Report on Form 10-K for the year ended December 31, 2022.

 

The Nasdaq notification letter has no immediate effect on the listing of the Company’s units, common stock or warrants on The Nasdaq Global Market. The Nasdaq notification letter provides the Company 60 calendar days from the date of the notification, or until June 20, 2023, to submit a plan to Nasdaq to regain compliance with the NASDAQ’s continued listing requirements. If the plan is accepted, Nasdaq can grant an exception of up to 180 calendar days, or until October 16, 2023, for the Company to regain compliance. If Nasdaq does not accept the Company’s compliance plan, the Company will have the opportunity to appeal that decision to a Hearing Panel under Nasdaq Listing Rule 5815(a).

 

On April 21, 2023, the Company issued a press release announcing the receipt of the Nasdaq notification letter. A copy of the press release is attached hereto as Exhibit 99.1.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)Exhibits.

 

Exhibit No.   Description
99.1   Press release dated April 21, 2023
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

1

 

 

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: April 21, 2023  By: /s/ Eyal Perez
  Name:  Eyal Perez
  Title: Chief Executive Officer,
Chief Financial Officer and Director

 

 

2

 

 

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