GGAAU Genesis Growth Tech Acquisition Corporation

 

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): July 14, 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)

 

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

 

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 July 14, 2023, Genesis Growth Tech Acquisition Corp. (the “Company”), received a written notice from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company’s securities (units, ordinary shares and warrants) will be suspended from The Nasdaq Global Market on July 25, 2023, due to the Company’s non-compliance with Listing Rule 5452. Listing Rule 5452 requires that special purpose acquisition companies (SPACs) which listed their securities on The Nasdaq Global Market under alternative Listing Rule 5406, to among other things, maintain a minimum average market value of listed securities of $50,000,000, and a minimum average market value of publicly held shares of $40,000,000, over 30 consecutive trading days. Pursuant to the July 14, 2023, notice, Nasdaq advised the Company that for the 30 consecutive trading days ending June 27, 2023, the Company’s average market value of listed securities has been below $50 million and the average market value of publicly held securities for its Class A ordinary shares has been below $40 million, and as a result, Nasdaq has determined to delist the Company’s securities.

 

Additionally, in accordance with Nasdaq Listing Rule 5452(a)(2)(C), SPACs are required to hold at least 600,000 in publicly held shares. According to the Company’s Form 10-K for the year ended December 31, 2022, Nasdaq calculated the publicly held shares as 101,039. Nasdaq advised that this deficiency serves as an additional and separate basis for delisting.

 

Furthermore, as previously disclosed, on May 23, 2023, Nasdaq notified the Company that it did not comply with Listing Rule 5250(c), due to its failure to timely file its Form 10-Q for the period ended March 31, 2023. The Company’s failure to timely file its periodic report also serves as an additional and separate basis for delisting; provided that such Form 10-Q is scheduled for filing on July 14, 2023.

 

Accordingly, and pursuant to Listing Rule 5815(a)(1)(B)(ii)(c), unless the Company requests an appeal of this determination, trading of the Company’s listed securities will be suspended from The Nasdaq Global Market on July 25, 2023, and a Form 25-NSE will be filed with the Securities and Exchange Commission (the “SEC”), which will remove the Company’s securities from listing and registration on The Nasdaq Stock Market.

 

The Company may appeal Nasdaq’s determination to a Hearings Panel, pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series. Requests for a hearing are required to be submitted electronically through the Nasdaq Listing Center, and must be received no later than 4:00 Eastern Time on July 21, 2023.  The Company is currently determining whether or not to appeal Nasdaq’s determination. In the event the Company does not appeal Nasdaq’s determination, the Company expects that its securities (units, ordinary shares and warrants) will be eligible to be quoted on the OTC Markets.

 

Separate from the above, on July 13, 2023, Nasdaq determined to halt trading in the Company’s securities (the “Trading Halt”). It is currently unclear whether the Trading Halt will be lifted by Nasdaq prior to the delisting of the Company’s securities from Nasdaq and/or prior to any determination by a Hearings Panel, in the event the Company determines to appeal such determination to a Hearings Panel.

 

Item 7.01 Regulation FD Disclosure

 

On July 14, 2023, the Company issued a press release announcing receipt of the delisting letter. A copy of the press release issued by the Company is attached hereto as Exhibit 99.1. The information in this Item 7.01 and Exhibit 99.1 shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities, nor shall it be deeded to be incorporated by reference in any filing under the Securities Act or Exchange Act.

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
99.1		Press release dated July 14, 2023
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: July 14, 2023	By:	/s/ Eyal Perez
	Name:	Eyal Perez
	Title:	Chief Executive Officer, Chief Financial Officer

 

 

3

Exhibit 99.1

 

Genesis Growth Tech Acquisition Corp. Announces Receipt

of Nasdaq Delisting Notification

 

Nidwalden, Switzerland (July 14, 2023) - Genesis Growth Tech Acquisition Corp. (Nasdaq: GGAA) (“GGAA” or “Genesis”), today announced that on July 14, 2023, it received a notice (“Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”). The Notice advised the Company that for the 30 consecutive trading days ending June 27, 2023, the Company’s average market value of listed securities has been below $50 million and the average market value of publicly held securities for its Class A ordinary shares has been below $40 million, and as a result, the Company was not in compliance with Nasdaq Listing Rule 5452 and that Nasdaq has determined to delist the Company’s securities (units, ordinary shares and warrants).

 

Additionally, in accordance with Nasdaq Listing Rule 5452, special purpose acquisition companies are required to hold at least 600,000 in publicly held shares. According to the Company’s Form 10-K for the year ended December 31, 2022, Nasdaq calculated the publicly held shares as 101,039. Nasdaq advised that this deficiency serves as an additional and separate basis for delisting.

 

Furthermore, as previously disclosed, on May 23, 2023, Nasdaq notified the Company that it did not comply with Listing Rule 5250(c), due to its failure to timely file its Form 10-Q for the period ended March 31, 2023. The Company’s failure to timely file its periodic report also serves as an additional and separate basis for delisting; provided that such Form 10-Q is scheduled for filing on July 14, 2023.

 

Accordingly, and pursuant to Listing Rule 5815(a)(1)(B)(ii)(c), unless the Company requests an appeal of this determination, trading of the Company’s listed securities will be suspended from The Nasdaq Global Market on July 25, 2023, and a Form 25-NSE will be filed with the Securities and Exchange Commission (the “SEC”), which will remove the Company’s securities from listing and registration on The Nasdaq Stock Market.

 

The Company may appeal Staff’s determination to a Hearings Panel, pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series. Requests for a hearing are required to be submitted electronically through the Nasdaq Listing Center, and must be received no later than 4:00 Eastern Time on July 21, 2023.  The Company is currently determining whether or not to appeal Nasdaq’s determination. In the event the Company does not appeal Nasdaq’s determination, the Company expects that its securities (units, ordinary shares and warrants) will be eligible to be quoted on the OTC Markets.

 

Separate from the above, on July 13, 2023, Nasdaq determined to halt trading in the Company’s securities (the “Trading Halt”). It is currently unclear whether the Trading Halt will be lifted by Nasdaq prior to the delisting of the Company’s securities from Nasdaq and/or prior to any determination by a Hearings Panel, in the event the Company determines to appeal such determination to a Hearings Panel.

 

About Genesis Growth Tech Acquisition Corporation

 

Genesis Growth Tech Acquisition Corp. (“GGAA”) is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities.

 

Cautionary Note Concerning Forward Looking Statements

 

Certain statements made or incorporated by reference herein are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward looking statements. GGAA does 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 its expectations or any change in events, conditions, or circumstances on which any such statement is based.

 

Company Contact:

E. Perez

ep@genfunds.com

 

 

v3.23.2

Cover	Jul. 14, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 14, 2023
Entity File Number	001-41138
Entity Registrant Name	GENESIS GROWTH TECH ACQUISITION CORP.
Entity Central Index Key	0001865697
Entity Tax Identification Number	98-1601264
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	Bahnhofstrasse 3
Entity Address, City or Town	Hergiswil Nidwalden
Entity Address, Country	CH
Entity Address, Postal Zip Code	6052
City Area Code	+41
Local Phone Number	78 607 99 01
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Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-half of one redeemable warrant
Title of 12(b) Security	Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-half of one redeemable warrant
Trading Symbol	GGAAU
Security Exchange Name	NASDAQ
Class A Ordinary Shares included as part of the units
Title of 12(b) Security	Class A Ordinary Shares included as part of the units
Trading Symbol	GGAA
Security Exchange Name	NASDAQ
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
Title of 12(b) Security	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
Trading Symbol	GGAAW
Security Exchange Name	NASDAQ

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