Form 20FR12B - Registration of securities [Section 12(b)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20FR12B

(Mark One)

☒ REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934

☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended __________________

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report: August 9, 2024

Commission File Number: 001-41138

NEUROMIND AI CORP.

(Exact name of Registrant as specified in its charter)

Not applicable		Cayman Islands
(Translation of Registrant’s name into English)		(Jurisdiction of incorporation or organization)

Bahnhofstrasse 3

Hergiswil Nidwalden, Switzerland 6052(Address of Principal Executive Offices)

Eyal Perez

Bahnhofstrasse 3

Hergiswil Nidwalden, Switzerland 6052Telephone: +41 78 607 99 01

Email: ep@genfunds.com

(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	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	OTCPK: GGAUF	N/A
Class A ordinary shares par value $0.0001 per share, included as part of the units	OTCPK: GGAAF	N/A
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share	OTCPK: GGAAWF	N/A

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of August 15, 2024: 13,637 Class A ordinary shares, par value $0.0001 per share, and 6,325,000 Class B ordinary shares, par value $0.0001 per share.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☐

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☒
		Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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. ☐

†	The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☒

International Financial Reporting Standards as issued by the International Accounting Standards Board ☐

Other ☐

If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☐

Table of Contents

		Page
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		-ii-
EXPLANATORY NOTE		-iii-
PART I		1
ITEM 1.	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	1
ITEM 2.	OFFER STATISTICS AND EXPECTED TIMETABLE	1
ITEM 3.	KEY INFORMATION	1
ITEM 4.	INFORMATION ON THE COMPANY	4
ITEM 4A.	UNRESOLVED STAFF COMMENTS	5
ITEM 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS	5
ITEM 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	5
ITEM 7.	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	6
ITEM 8.	FINANCIAL INFORMATION	8
ITEM 9.	THE OFFER AND LISTING	8
ITEM 10.	ADDITIONAL INFORMATION	8
ITEM 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS	10
ITEM 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	10
PART II		11
ITEM 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	11
ITEM 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	11
ITEM 15.	CONTROLS AND PROCEDURES	11
ITEM 16.	[RESERVED]	11
ITEM 16A.	AUDIT COMMITTEE FINANCIAL EXPERT	11
ITEM 16B.	CODE OF ETHICS	11
ITEM 16C.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	11
ITEM 16D.	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	11
ITEM 16E.	PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	11
ITEM 16F.	CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT	11
ITEM 16G.	CORPORATE GOVERNANCE	11
ITEM 16H.	MINE SAFETY DISCLOSURE	11
ITEM 16I.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	11
ITEM 16J.	INSIDER TRADING POLICIES	11
ITEM 16K.	CYBERSECURITY	11
PART III		12
ITEM 17.	FINANCIAL STATEMENTS	12
ITEM 18.	FINANCIAL STATEMENTS	12
EXHIBIT INDEX		34

-i-

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Shell Company Report on Form 20FR12B (including information incorporated by reference herein, the “Report”) is being filed by NeuroMind AI Corp., a Cayman Islands exempted company (“PubCo”). Unless otherwise indicated, “we,” “us,” “our,” “PubCo,” and the “Company”, and similar terminology refer to NeuroMind AI Corp., an exempted company incorporated under the laws of the Cayman Islands.

This Report contains or may contain forward-looking statements as defined in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”) that involve significant risks and uncertainties. All statements other than statements of historical facts are forward-looking statements. These forward-looking statements include information about our possible or assumed future results of operations or our performance. Words such as “expects,” “intends,” “plans,” “believes,” “anticipates,” “estimates,” and variations of such words and similar expressions are intended to identify the forward-looking statements. The risk factors and cautionary language referred to or incorporated by reference in this Report provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described in our forward-looking statements, including among other things, the items identified in the “Risk Factors” section of PubCo’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on May 10, 2024 (the “Proxy Statement”), which are incorporated herein by reference.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. Although we believe that the expectations reflected in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. These statements involve known and unknown risks and are based upon a number of assumptions and estimates which are inherently subject to significant uncertainties and contingencies, many of which are beyond our control. Actual results may differ materially from those expressed or implied by such forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements contained in this Report, or the documents to which we refer readers in this Report, to reflect any change in our expectations with respect to such statements or any change in events, conditions or circumstances upon which any statement is based.

-ii-

EXPLANATORY NOTE

The Business Combination

As previously reported, on November 20, 2023 Genesis Growth Tech Acquisition Corp. (“Genesis SPAC”) entered into a Contribution and Business Combination Agreement (the “Agreement”) with Genesis Growth Tech LLC, a Cayman Islands limited liability company (“Genesis Sponsor”) which is included as an exhibit to this Report as Exhibit 2.1.

As previously reported on the Current Report on Form 8-K filed by Genesis SPAC with the SEC on May 24, 2024 Genesis SPAC held an extraordinary general meeting of shareholders (the “EGM”), at which holders of 5,852,011 or 91.34% ordinary shares of Genesis SPAC ( the “Genesis SPAC Ordinary Shares”) were present in person or by proxy, constituting a quorum for the transaction of business. Only shareholders of record as of the close of business on March 22, 2024, the record date (the “Record Date”) for the EGM, were entitled to vote at the EGM. As of the Record Date, 6,406,520 ordinary shares of Genesis SPAC were outstanding and entitled to vote at the EGM.

At the EGM, Genesis SPAC’s shareholders voted to approve the proposals outlined in the definitive proxy statement filed by Genesis SPAC with the SEC on May 10, 2024 (the “Proxy Statement”), including, among other things, the adoption of the Agreement and approval of the transactions contemplated by the Agreement, as described in the section titled “Shareholder Proposal No. 1 – The Business Combination Proposal” beginning on page 122 of the Proxy Statement. Pursuant to the Agreement, among other things, (a) Genesis Sponsor will contribute, transfer, convey, assign and deliver to Genesis SPAC all of Genesis Sponsor’s rights, title and interest in and to a portfolio of patents acquired by Genesis Sponsor to and which includes (i) the Assigned Patent Rights, including the Additional Rights, as such terms are defined in the Patent Purchase Agreement, and (ii) all other intellectual property rights acquired by the Sponsor under that certain Patent Purchase Agreement, effective as of September 21, 2023 (as amended by the First Amendment to Patent Sale Agreement dated November 14, 2023 and as it may be further amended from time to time, the “Patent Purchase Agreement”), by and between Genesis Sponsor and MindMaze Group SA, a Swiss corporation (“MindMaze”), and (b) Genesis SPAC will pay to Genesis Sponsor one thousand dollars ($1,000) and will assume and agree to perform and discharge all of Genesis Sponsor’s obligations under the Patent Purchase Agreement, including the obligation to pay to MindMaze a purchase price of $21 Million (the “MindMaze IP Purchase Price”) on or prior to August 30, 2024 and the obligation to share fifty percent (50%) of the gross amounts received under the Patent Purchase Agreement with MindMaze after the threshold amount of $44,000,000 is received by Genesis SPAC, on the terms and subject to the conditions set forth in the Patent Purchase Agreement , including that the Patent Purchase Agreement grants a worldwide royalty-free license back to the MindMaze (collectively, the “Business Combination”).

On May 21, 2024 shareholders holding 67,883 of Genesis SPAC’s public ordinary shares exercised their right to redeem such shares, after giving effect to certain redemption elections prior to Closing, for a pro rata portion of the funds in Genesis SPAC’s trust account (the “Trust Account”). As a result, approximately $890,184.43 (approximately $13.11 per share) will be removed from the Trust Account to pay such holders. Following redemptions, the Company will have 13,637 public ordinary shares outstanding.

In connection with the Business Combination, Genesis SPAC changed its name to “NeuroMind AI Corp.”

On August 9, 2024 (the “Closing Date”), the Business Combination was completed (the “Closing”).

Warrant Exchange Agreement

On July 30, 2024, Genesis SPAC and Genesis Sponsor entered into a warrant exchange agreement (the “Warrant Exchange Agreement”), pursuant to which, in connection with the closing of the Business Combination, 8,875,000 private placement warrants will be cancelled in full and, in consideration therefor, Genesis SPAC will issue an aggregate 221,875,000 Class A ordinary shares to Genesis Sponsor on a private placement basis.

The foregoing description of the Warrant Exchange Agreement is qualified in its entirety by the full text of the Warrant Exchange Agreement, which is attached hereto as Exhibit 10.2 to this Report and is incorporated herein by reference.

-iii-

PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

A. Directors and Senior Management

The directors and executive officers upon consummation of the Business Combination are set forth in the Proxy Statement in the section entitled “Management of Genesis SPAC and of the Post-Combination Company” and is incorporated herein by reference. The business address of each of the officers and directors is c/o NeuroMind AI Corp., Bahnhofstrasse 3, Hergiswil Nidwalden, Switzerland 6052.

B. Advisors

Not applicable.

C. Auditors

MaloneBailey, LLP, Houston, Texas has acted as the Company’s independent registered public accountant since 2023. Following the consummation of the Business Combination, MaloneBailey shall continue to act as the Company’s independent registered public accounting firm.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not Applicable.

ITEM 3. KEY INFORMATION

A. Selected Financial Data

Financial Information

NeuroMind AI is providing the following selected historical financial data to assist you in your analysis of the financial aspects of the Business Combination. The following tables present NeuroMind AI’s selected historical financial information for the periods and as of the dates indicated. The information was derived from NeuroMind AI’s historical financial statements.

The information is only a summary and should be read in conjunction with, and is qualified by reference to, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and notes thereto included elsewhere in this filing. NeuroMind’s historical results are not necessarily indicative of future results, and the results for any interim period are not necessarily indicative of the results that may be expected for a full fiscal year.

	For the Three Months Ended March 31, 2024			For the Year Ended December 31, 2023			For the Year Ended December 31, 2022			For the Period from March 17, 2021 (Inception) through December 31, 2021
Selected Statement of Operations Data:
Total expenses	$	(281,151	)	$	(1,239,097	)	$	(3,296,600	)	$	(110,069	)
Other income – income earned on Investments held in Trust Account	$	13,640		$	1,660,450		$	3,634,473		$	678
Net income (loss) attributable to ordinary shareholders	$	(267,511	)	$	421,353		$	337,873		$	(109,391	)
Per Share Data:
Weighted average number of shares of redeemable Class A ordinary shares outstanding – basic and diluted		81,520			3,822,473			25,300,000			1,566,552
Basic and diluted net income (loss) per share of redeemable Class A ordinary shares	$	(0.04	)	$	0.04		$	0.01		$	(0.02	)
Weighted average number of shares of Class B ordinary shares outstanding – basic and diluted		6,325,000			6,325,000			6,325,000			4,203,707
Basic and diluted net income (loss) per share of Class B ordinary shares	$	(0.04	)	$	0.04		$	0.01		$	(0.02	)

	March 31, 2024			December 31, 2023			December 31, 2022			December 31, 2021
Selected Balance Sheet Data:
Total assets	$	1,062,222		$	1,048,582		$	264,369,467		$	259,164,811
Total liabilities	$	5,620,162		$	5,339,011		$	19,424,230		$	14,557,447
Class A ordinary shares that may be redeemed in connection with the Business Combination	$	962,222		$	948,582		$	262,860,151		$	256,795,000
Total stockholders’ (deficit) equity	$	(5,520,162	)	$	(5,239,011	)	$	(17,914,914	)	$	(12,187,636	)

	For the Three Months Ended March 31, 2024			For the Year Ended December 31, 2023			For the Year Ended December 31, 2022			For the Period from March 17, 2021 (Inception) through December 31, 2021
Selected Cash Flow Data:
Net cash (used in) provided by operating activities	$	(343,688	)	$	(1,071,084	)	$	(896,328	)	$	(32,572	)
Net cash provided by (used in) investing activities	$	--		$	264,772,614		$	(1,405,595	)	$	(259,120,000	)
Net cash (used in) provided by financing activities	$	343,688		$	(263,701,530	)	$	2,301,923		$	259,152,572

Information responsive to Item 2 of Form 10 is set forth in the Proxy Statement in the section titled “Genesis SPAC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 95, and that information is incorporated herein by reference.

Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Quarter Ended March 31, 2024

Results of Operations

Our entire activity since inception up to March 31, 2024, was in preparation for our formation and our Initial Public Offering, and, subsequent to our Initial Public Offering, identifying a target company for a Business Combination.

For the three months ended March 31, 2024, we had a net loss of approximately $267,000, which consisted of income from investments held in the Trust Account of approximately $14,000, offset by general and administrative expenses of approximately $251,000 and $30,000 in general and administrative expenses for related party.

For the three months ended March 31, 2023, we had net income of approximately $1,353,000, which consisted of income from investments held in the Trust Account of approximately $1.6 million, offset by general and administrative expenses of $234,009 and $30,000 in general and administrative expenses for related party, relating to the December 8, 2021 agreement entered into with the Sponsor, pursuant to which the Company agreed to reimburse the Sponsor for office space, secretarial and administrative services provided to the Company in the amount of $10,000 per month through the earlier of the consummation of the initial Business Combination and the Company’s liquidation.

Liquidity and Capital Resources

As of March 31, 2024, we have $0 cash and a working capital deficit of $5,620,162.

For the quarter ended March 31, 2024, we had net cash used in operating activities of $343,688, compared to $143,198 for the quarter ended March 31, 2023, which for the 2024 period was mainly due to $13,640 of paid-in-kind interest income on investments held in the trust account and $267,511 of net loss and $62,537 for other operating activities, and for the March 31, 2023 period was mainly due to $1,616,602 of paid-in-kind interest income on investments held in the trust account and $1,352,593 of net income and $120,811 for other operating activities.

We had net cash provided by investing activities of $0 for the quarter ended March 31, 2024, compared to $263,468,612 for the quarter ended March 31, 2023, which for the 2023 period was mainly due to $263,325,414 of cash withdrawn from the trust account in connection with redemptions and $143,198 operating expenses being paid by a related party.

We had $343,688 of net cash provided by financing activities for the quarter ended March 31, 2024, compared $263,325,414 used in financing activities for the quarter ended March 31, 2023 .. During the quarter ended March 31, 2024, cash flows from financing activities consisted of 129,511 and $214,177 in proceeds from note payable to related party, and proceeds received from advances from related party, respectively. During the quarter ended March 31, 2023, cash flows used in financing activities consisted of a redemption of Ordinary Shares of $263,325,414.

Prior to the completion of our Initial Public Offering, our liquidity needs were satisfied through (i) $25,000 paid by our Sponsor to cover certain expenses in exchange for the issuance of the Founder Shares to our Sponsor and (ii) the receipt of a loan of up to $500,000 from our Sponsor under the Note. Prior to the completion of our Initial Public Offering, we borrowed approximately $453,000 under the Note, which was fully repaid in March 2022. The net proceeds from (i) the sale of the units in our Initial Public Offering, after deducting non-reimbursed offering expenses of approximately $738,000, underwriting commissions of $2,530,000, and (ii) the sale of the Private Placement Warrants for a purchase price of $8,875,000, was $258,645,000. Of that amount, $257,148,600 was initially placed in the Trust Account. In connection with the Extension EGM and as a result of the redemption of public shares by our public shareholders, approximately $1.1 million remained in the Trust Account as of March 31, 2024. The proceeds held in the Trust Account are invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations.

We closed our Business Combination on August 9, 2024, as a result of the closing of our Business Combination, we received $178,781 from our Trust Account which will be used as working capital to finance our operations.

As a result of our public shareholders electing to exercise their redemption rights for approximately 95%of our public shares in connection with our Business Combination, we will need to obtain additional financing to meet the terms of our Patent Purchase Agreement, in which case we may issue additional securities or incur debt in connection with such Business Combination.

In connection with our assessment of going concern considerations in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” we have determined that liquidity needs raises substantial doubt about our ability to continue as a going concern. The consolidated financial statements do not include any adjustment that might be necessary if we are unable to continue as a going concern.

Critical Accounting Policies and Estimates

This management’s discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of our consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, income and expenses and the disclosure of contingent assets and liabilities in our consolidated financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to fair value of financial instruments and accrued expenses. We base our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Recent Accounting Pronouncements

Our management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying consolidated financial statements.

B. Capitalization and Indebtedness

Not applicable.

C. Reasons for the Offer and Use of Proceeds

Not applicable.

D. Risk Factors

The risk factors associated with the Company’s business are described in the Proxy Statement in the section entitled “Risk Factors” and are incorporated herein by reference.

ITEM 4. INFORMATION ON THE COMPANY

A. History and Development of the Company

Genesis SPAC

Genesis SPAC is a blank check company incorporated on March 17, 2021 as a Cayman Islands exempted company limited by shares and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. Genesis SPAC is an emerging growth company and, as such, Genesis SPAC is subject to all of the risks associated with emerging growth companies. All of Genesis SPAC’s activities since inception have related to its formation and initial public offering, and since the closing of the initial public offering, a search for a business combination candidate.

Genesis SPAC Public Units, Genesis SPAC Public Shares and Genesis SPAC Public Warrants currently trade on the OTC under the symbols “GGAUF”, “GGAF” and “GGAWF”, respectively. Genesis SPAC’s principal place of business is located at Bahnhofstrasse 3, Hergiswil Nidwalden, Switzerland and its telephone number is +41 78 607 99 01.

Genesis Sponsor

Genesis Sponsor was incorporated in the Cayman Islands on March 17, 2021 with Eyal Perez as the sole Manager and Managing Member On September 21, 2023, Genesis Sponsor entered into that certain Patent Purchase Agreement, effective as of September 21, 2023 (as amended by the First Amendment to Patent Sale Agreement dated November 14, 2023 and as it may be further amended from time to time, the “Patent Purchase Agreement”), by and between Genesis Sponsor and MindMaze Group SA, a Swiss corporation (“MindMaze”).

Genesis Sponsor’s principal place of business is located at Bahnhofstrasse 3, Hergiswil Nidwalden, Switzerland and its telephone number is +41 78 607 99 01.

On November 20, 2023, Genesis Growth Tech Acquisition Corp., a Cayman Islands exempted company (“Genesis SPAC”), entered into that certain Contribution and Business Combination Agreement (the “Agreement”), by and between Genesis SPAC and Genesis Growth Tech LLC, a Cayman Islands limited liability company (“Genesis Sponsor”), pursuant to which, among other things, (a) Genesis Sponsor will contribute, transfer, convey, assign and deliver to Genesis SPAC all of Genesis Sponsor’s rights, title and interest in and to a portfolio of patents acquired by Genesis Sponsor pursuant to that certain Patent Purchase Agreement, effective as of September 21, 2023 (as amended by the First Amendment to Patent Sale Agreement dated November 14, 2023 and as it may be further amended from time to time, the “Patent Purchase Agreement”), by and between Genesis Sponsor and MindMaze Group SA, a Swiss corporation (“MindMaze”), and which includes (i) the Assigned Patent Rights, including the Additional Rights, as such terms are defined in the Patent Purchase Agreement, and (ii) all other intellectual property rights acquired by the Sponsor under the Patent Purchase Agreement, and (b) Genesis SPAC will pay to Genesis Sponsor one thousand dollars ($1,000) and will assume and agree to perform and discharge all of Genesis Sponsor’s obligations under the Patent Purchase Agreement, including the obligation to pay to MindMaze a purchase price of $21 Million (the “MindMaze IP Purchase Price”) on or prior to August 30, 2024 and the obligation to share fifty percent (50%) of the gross amounts received under the Patent Purchase Agreement with MindMaze after the threshold amount of $44,000,000 is received by Genesis SPAC, on the terms and subject to the conditions set forth in the Patent Purchase Agreement, including that the Patent Purchase Agreement grants a worldwide royalty-free license back to the MindMaze (collectively, the “Transaction” or the “Business Combination”). In addition, the Patent Purchase Agreement grants a worldwide royalty-free license back to the MindMaze.

B. Business Overview

A description of the business of the Company is included in the Proxy Statement in the sections entitled ” Information About Genesis SPAC,” “Information About Genesis Sponsor and the Contributed Assets and Obligations” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Genesis SPAC,” which is incorporated herein by reference.

C. Organizational Structure

The Company is a Cayman Islands exempted company with no subsidiaries.

D. Property, Plants and Equipment

The Company’s principal place of business is located at Bahnhofstrasse 3, Hergiswil Nidwalden, Switzerland and its telephone number is +41 78 607 99 01.

ITEM 4A. UNRESOLVED STAFF COMMENTS

None.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The discussion and analysis of the financial condition of the Company is included in the Proxy Statement in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Genesis SPAC” which is incorporated herein by reference.

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. Directors and Executive Officers

See “Management of Genesis SPAC and of the Post-Combination Company” in the Proxy Statement.

B. Compensation

To date the Company’s executive officers and directors have not received any compensation. However, the Warrant Exchange Agreement by and between Genesis SPAC and Genesis Sponsor will be accounted for as a Warrant Modification Recognized as Compensation pursuant to ASC 815-40-55-52 and expensed pursuant to ASC 718-20-35. The amount to be recognized as an expense will be the fair value of the 221,875,000 Class A shares issued by the Company reduced by the fair value of the 8,875,000 warrants received by the Company in the exchange.

C. Board Practices

See “Management of Genesis SPAC and of the Post-Combination Company” in the Proxy Statement.

D. Employees

The Company currently has two officers, Mr. Eyal Perez, Chairman of the Board, Director, Chief Executive Officer and Chief Financial Officer and Mr. Michael Lahyani, Co-Executive Chairman of the Board, Director, Chief Strategy Officer and President.

E. Share Ownership

Ownership of Company shares by its executive officers and directors upon consummation of the Business Combination is set forth in Item 7.A of this Report.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A. Major Shareholders

The following table sets forth information regarding the beneficial ownership of our Ordinary Shares as of August 15, 2024, immediately after the consummation of the Business Combination by:

●

each person or “group” (as such term is used in Section 13(d)(3) of the Exchange Act) known by us to be the beneficial owner of more than 5% of shares of our Ordinary Shares;

●

each of our current executive officers and directors;

●

all executive officers and directors of the combined company as a group upon the closing of the Business Combination.

Beneficial ownership is determined in accordance with SEC rules and includes voting or investment power with respect to securities. Except as indicated by the footnotes below, the Company believes, based on the information furnished to it, that the persons and entities named in the table below have sole voting and investment power with respect to all Company Ordinary Shares that they beneficially own, subject to applicable community property laws. Any Company Ordinary Shares subject to options or warrants exercisable within 60 days of the consummation of the Business Combination are deemed to be outstanding and beneficially owned by the persons holding those options or warrants for the purpose of computing the number of shares beneficially owned and the percentage ownership of that person. They are not, however, deemed to be outstanding and beneficially owned for the purpose of computing the percentage ownership of any other person.

Subject to the paragraph above, percentage ownership of Company Ordinary Shares and Voting Percentage is based on 228,200,000 Ordinary Shares outstanding upon consummation of the Business Combination on August 9, 2024, and assumes the issuance of 221,875,000 Class A ordinary shares to Genesis Sponsor on a private placement basis in exchange for 8,875,000 private placement warrants, pursuant to the Warrant Exchange Agreement.

	Ordinary Shares
Name and Address of Beneficial Owner	Number of Shares Beneficially Owned		% of Common Stock			Voting Percentage
Directors and Executive Officers⁽¹⁾
Eyal Perez^{(2) (3)}		227,725,625		99.8	%		99.8	%
Michael Lahyani
Cem Habib
All executive officers and directors as a group (3 individuals)		227,725,625		99.8	%		99.8	%

5% or More Stockholders:
Genesis Growth Tech LLC.^{(2) (3)}		227,725,625		99.8	%		99.8	%
Olivier Plan⁽⁴⁾		1,500,000		*			*
Nomura Securities		474,375		*			*

*	Less than 1%.

(1)	Unless otherwise indicated, the business address of each of the entities, directors and executives in this table is Bahnhofstrasse 3, 6052 Hergiswil, Nidwalden, Switzerland.

(2)

Represents Founder Shares that are automatically convertible into Class A Ordinary Shares at the Closing, subject to adjustment, unless earlier converted into Class A Ordinary Shares at the option of the holder thereof. The Founder Shares will automatically convert into Class A Ordinary Shares (which such Class A Ordinary Shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the Trust Account if we fail to consummate an initial business combination) at the time of our initial business combination or earlier at the option of the holders thereof at a ratio such that the number of Class A Ordinary Shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of our IPO, plus (ii) the total number of Class A Ordinary Shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the company in connection with or in relation to the consummation of our initial business combination, excluding any Class A Ordinary Shares or equity-linked securities exercisable for or convertible into Class A Ordinary Shares issued, deemed issued, or to be issued, to any seller in our initial business combination and any private placement warrants issued to our Sponsor, any of its affiliates or any members of our management team upon conversion of working capital loans. In no event will the Founder Shares convert into Class A Ordinary Shares at a rate of less than one-to-one. Percentage ownership assumes all shares are converted to Class A Ordinary Shares on a one-for-one basis.

(3)

Represents the interests directly held by Genesis Growth Tech LLC, our Sponsor. Mr. Eyal Perez is the managing member of our Sponsor. As such, he may be deemed to have beneficial ownership of the Founder Shares held directly by the Sponsor. Mr. Perez disclaims any beneficial ownership of the Founder Shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

(4)

Mr. Olivier Plan, a business associate of Mr. Perez, has provided operational and other funding to the Sponsor. Although Mr. Plan is neither a shareholder nor an officer or director of either the Sponsor or our Company, pursuant to an understanding between the Sponsor and Mr. Plan, Mr. Plan may be deemed to have an indirect beneficial interest in up to 1,500,000 Founder Shares held by the Sponsor. Mr. Plan’s business address is One Monte-Carlo, Place du Casino, 98000 Monaco.

B. Related Party Transactions

Related party transactions of PubCo are described in the Proxy Statement in the section entitled “Certain Relationships and Related Person Transactions” which is incorporated by reference herein.

C. Interests of Experts and Counsel

Not Applicable.

ITEM 8. FINANCIAL INFORMATION

A. Consolidated Statements and Other Financial Information

See Item 18 of this Report.

B. Significant Changes

Not applicable.

ITEM 9. THE OFFER AND LISTING

A. Offer and Listing Details

The Company’s units, ordinary shares and warrants now trade on the OTC under the symbols OTCPK: GGAUF, GGAAF and GGAWF, respectively. It is expected that the securities of the Post-Combination Company will continue to trade on the OTC.

B. Plan of Distribution

Not applicable.

C. Markets

D. Selling Shareholders

Not applicable.

E. Dilution

Not applicable.

F. Expenses of the Issue

Not applicable.

ITEM 10. ADDITIONAL INFORMATION

A. Share Capital

At the EGM, the Company’s stockholders also approved a Fourth Amended and Restated Memorandum and Articles of Association (“Amended Charter”) to, among other things, change Genesis SPAC’s name to “NeuroMind AI Corp.,” increase the total number of authorized ordinary shares to 500,000,000 Class A ordinary shares of a par value of US$0.0001 each and 50,000,000 Class B ordinary shares of a par value of US$0.0001 each, as well as 5,000,000 preference shares of a par value of US$0.0001 each, and remove blank check provisions and to replace the amended and restatement memorandum and articles of association following the consummation of the Business Combination. The Amended Charter, which became effective upon filing with the General Registry of the Cayman Islands on July 31, 2024, includes the amendments proposed by the Charter Amendment Proposal.

A copy of the Amended Charter is attached hereto as Exhibit 3.1, and is incorporated herein by reference.

B. Memorandum and Articles of Association

We are an exempted company incorporated under the laws of the Cayman Islands and our affairs are governed by our Fourth Amended and Restated Memorandum and Articles of Association, as amended and restated from time to time, and Companies Law (2020 Revision) of the Cayman Islands, which we refer to as the Companies Law below, and the common law of the Cayman Islands.

The Fourth Amended and Restated Memorandum and Articles of Association of NeuroMind AI Corp. as adopted by special resolution dated May 21, 2024 is filed herewith as Exhibit 3.1 to this Form 20FR12B.

The following are summaries of material provisions of our Amended and Restated Memorandum and Articles of Association and the Companies Law insofar as they relate to the material terms of our ordinary shares.

Registered Office and Objects

Our registered office in the Cayman Islands is the offices of Forbes Hare Trust Company, Cassia Court, Camana Bay, Suite 716, 10 Market Street, Grand Cayman KY1-9006 Cayman Islands, or at such other place within the Cayman Islands as the Directors may decide.

According to Clause 3 of our Fourth Amended and Restated Memorandum of Association, the objects for which we are established are unrestricted and we shall have full power and authority to carry out any object not prohibited by the Companies Law or as the same may be revised from time to time, or any other law of the Cayman Islands.

Board of Directors

See “Item 6. Directors, Senior Management and Employees.”

Ordinary Shares

The description of our ordinary shares is contained in the Proxy Statement in the section entitled “Description of Genesis SPAC’s Securities and the Securities of the Post-Combination Company,” which is incorporated herein by reference.

C. Material Contracts

As of the date of this Report, our only material contracts are (1) the Warrant Exchange Agreement, dated July 30, 2024, by and between Genesis SPAC and Genesis Sponsor, pursuant to which, in connection with the closing of the Business Combination, 8,875,000 private placement warrants will be cancelled in full and, in consideration therefor, Genesis SPAC will issue an aggregate 221,875,000 Class A ordinary shares to Genesis Sponsor on a private placement basis and (2) the Patent Purchase Agreement, each of which are filed as exhibits to this Report.

D. Exchange Controls and Other Limitations Affecting Security Holders

Under the laws of the Cayman Islands, there are currently no restrictions on the export or import of capital, including foreign exchange controls or restrictions that affect the remittance of dividends, interest or other payments to non-resident holders of our ordinary shares.

E. Taxation

The material United States federal income tax consequences of owning and disposing of our securities following the Business Combination are described in the Proxy Statement in the sections entitled “U.S. Federal Income Tax Considerations” and “Cayman Islands Tax Consideration” which are incorporated herein by reference.

F. Dividends and Paying Agents

PubCo has no current plans to pay dividends. PubCo does not currently have a paying agent.

G. Statement by Experts

Not applicable.

H. Documents on Display

We are subject to certain of the informational filing requirements of the Exchange Act. Since we are a “foreign private issuer,” we are exempt from the rules and regulations under the Exchange Act prescribing the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions contained in Section 16 of the Exchange Act, with respect to their purchase and sale of our shares. In addition, we are not required to file reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we are required to file with the SEC an Annual Report on Form 20FR12B containing financial statements audited by an independent accounting firm. We also furnish to the SEC, on Form 6-K, unaudited financial information after each of our first three fiscal quarters. The SEC also maintains a website at http://www.sec.gov that contains reports and other information that we file with or furnish electronically with the SEC.

I. Subsidiary Information

Not applicable.

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and are not required to provide the information otherwise required under this item.

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable.

PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Not required

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

Not required

ITEM 15. CONTROLS AND PROCEDURES

Not required

ITEM 16. [RESERVED]

Not required

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

Not required

ITEM 16B. CODE OF ETHICS

Not required

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Not required

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not required

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

None

ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

[Not applicable]

ITEM 16G. CORPORATE GOVERNANCE

Not required.

ITEM 16H. MINE SAFETY DISCLOSURE

Not applicable.

ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

ITEM 16J. INSIDER TRADING POLICIES

Not applicable.

ITEM 16K. CYBERSECURITY

We are an early stage enterprise with limited business operations. We do not consider that we face significant cybersecurity risk and have not adopted any cybersecurity risk management program or formal processes for assessing cybersecurity risk. Our board of directors is generally responsible for the oversight of risks from cybersecurity threats, if any. We have not encountered any cybersecurity incidents since our inception.

PART III

ITEM 17. FINANCIAL STATEMENTS

See “Item 18. Financial Statements.”

ITEM 18. FINANCIAL STATEMENTS

NEUROMIND AI CORP.

(FORMERLY KNOWN AS GENESIS GROWTH TECH ACQUISITION CORP.)

UNAUDITED CONSOLIDATED BALANCE SHEETS

UNAUDITED

	March 31, 2024			December 31, 2023
Assets:
Investments held in Trust Account	$	1,062,222		$	1,048,582
Total Assets	$	1,062,222		$	1,048,582

Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit:
Current liabilities:
Accounts payable & accrued expenses	$	2,875,985		$	2,938,522
Advances from related party		214,177			—
Note payable - related party		2,530,000			2,400,489
Total Liabilities		5,620,162			5,339,011

Commitments and Contingencies
Class A ordinary shares subject to possible redemption; 81,520 shares at redemption value of approximately $11.80 and $11.64 per share at March 31, 2024 and December 31, 2023, respectively		962,222			948,582

Shareholders’ Deficit:
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding		—			—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; no non-redeemable shares issued or outstanding		—			—
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 6,325,000 shares issued and outstanding		633			633
Additional paid-in capital		—			—
Accumulated deficit		(5,520,795	)		(5,239,644	)
Total shareholders’ deficit		(5,520,162	)		(5,239,011	)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	$	1,062,222		$	1,048,582

The accompanying notes are an integral part of these unaudited consolidated financial statements.

NEUROMIND AI CORP.

(FORMERLY KNOWN AS GENESIS GROWTH TECH ACQUISITION CORP.)

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

	For the Three Months Ended
	March 31,
	2024			2023
General and administrative expenses	$	251,151		$	234,009
General and administrative expenses - related party		30,000			30,000
Loss from operations		(281,151	)		(264,009	)

Other income:
Paid-in-kind interest income on investments held in Trust Account		13,640			1,616,602
Total other income		13,640			1,616,602

Net (loss) income	$	(267,511	)	$	1,352,593

Weighted average Class A ordinary shares - basic and diluted		81,520			14,940,427
Basic and diluted net (loss) income per share, Class A ordinary shares	$	(0.04	)	$	0.06
Weighted average Class B ordinary shares - basic and diluted		6,325,000			6,325,000
Basic and diluted net (loss) income per share, Class B ordinary shares	$	(0.04	)	$	0.06

The accompanying notes are an integral part of these unaudited consolidated financial statements.

NEUROMIND AI CORP.

(FORMERLY KNOWN AS GENESIS GROWTH TECH ACQUISITION CORP.)

UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2024

	Ordinary Shares								Additional					Total
	Class A				Class B				Paid-in		Accumulated			Shareholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance - December 31, 2023		—	$	—		6,325,000	$	633	$	—	$	(5,239,644	)	$	(5,239,011	)
Increase in redemption value of Class A ordinary shares subject to possible redemption		—		—		—		—		—		(13,640	)		(13,640	)
Net loss		—		—		—		—		—		(267,511	)		(267,511	)
Balance - March 31, 2024		—	$	—		6,325,000	$	633	$	—	$	(5,520,795	)	$	(5,520,162	)

FOR THE THREE MONTHS ENDED MARCH 31, 2023

	Ordinary Shares								Additional					Total
	Class A				Class B				Paid-in		Accumulated			Shareholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance - December 31, 2022		—	$	—		6,325,000	$	633	$	—	$	(17,915,547	)	$	(17,914,914	)
Waiver of deferred underwriting fee		—		—		—		—		—		13,915,000			13,915,000
Increase in redemption value of Class A ordinary shares subject to possible redemption		—		—		—		—		—		(1,616,602	)		(1,616,602	)
Net income		—		—		—		—		—		1,352,593			1,352,593
Balance - March 31, 2023		—	$	—		6,325,000	$	633	$	—	$	(4,264,556	)	$	(4,263,923	)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

NEUROMIND AI CORP.

(FORMERLY KNOWN AS GENESIS GROWTH TECH ACQUISITION CORP.)

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Three Months Ended March 31,
	2024			2023
Cash Flows from Operating Activities:
Net (loss) income	$	(267,511	)	$	1,352,593
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Paid-in-kind interest income on investments held in Trust Account		(13,640	)		(1,616,602	)
Changes in operating assets:
Prepaid expenses		—			58,750
Accounts payable & accrued expenses		(62,537	)		62,061
Net cash used in operating activities		(343,688	)		(143,198	)

Cash Flows from Investing Activities:
Due from related party		—			143,198
Cash withdrawn from Trust Account in connection with redemption		—			263,325,414
Net cash provided by investing activities		—			263,468,612

Cash Flows from Financing Activities:
Proceeds from note payable to related party		129,511			—
Proceeds received from advances from related parties		214,177			—
Redemption of ordinary shares		—			(263,325,414	)
Net cash provided by (used in) financing activities		343,688			(263,325,414	)

Net change in cash		—			—
Cash - beginning of the period		—			—
Cash - end of the period	$	—		$	—

Supplemental disclosure of noncash financing activities:
Waiver of deferred underwriting fee	$	—		$	13,915,000
Accretion of common share subject to redemption	$	13,640		$	1,616,602

The accompanying notes are an integral part of these unaudited consolidated financial statements.

NEUROMIND AI CORP.

(FORMERLY KNOWN AS GENESIS GROWTH TECH ACQUISITION CORP.)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN

NeuroMind AI Corp. (f/k/a Genesis Growth Tech Acquisition Corp.) (the “Company”) was incorporated as a Cayman Islands exempted company on March 17, 2021. On May 21, 2024, shareholders of the Company approved to change the name of the Company from Genesis Growth Tech Acquisition Corp. to NeuroMind AI Corp. as a result of the Contribution and Business Combination Agreement (see Note 5). The Company was incorporated 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 (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

As of March 31, 2024, the Company had not commenced any operations. All activity for the period from March 17, 2021 (inception) through March 31, 2024, relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income from the proceeds derived from the Initial Public Offering and placed in a Trust Account (as defined below).

The Company’s sponsor is Genesis Growth Tech LLC, a Cayman Islands limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on December 8, 2021. On December 13, 2021, the Company consummated its Initial Public Offering of 22,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $220.0 million and incurring offering costs of approximately $19.0 million, of which $12.1 million was for deferred underwriting fees for costs relating to the Initial Public Offering. The Company granted the underwriters a 45-day option to purchase up to an additional 3,300,000 Units at the Initial Public Offering price to cover over-allotments. On December 21, 2021, the underwriters pursuant to the full exercise of the over-allotment option, purchased 3,300,000 Units. The over-allotment units were sold at the offering price of $10.00 per Unit, generating additional gross proceeds to the Company of $33.0 million. The Company incurred additional offering costs of approximately $2.1 million in connection with the over-allotment, of which approximately $1.8 million was for deferred underwriting commissions (see Note 5). On January 26, 2023, Nomura Securities International, Inc. (“Nomura”) the underwriter for the initial public offering of the Company, pursuant to a letter dated as of the same date, waived its entitlement to the payment of the deferred underwriting discount then payable to Nomura in connection with the Initial Public Offering and pursuant to the prior underwriting agreement between Nomura and the Company dated December 8, 2021. Other than such waiver, the letter did not waive any rights or obligations of the Company or Nomura which survive the termination of the underwriting agreement.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 8,050,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $8.1 million. In connection with the full exercise of the over-allotment option on December 21, 2021, the Sponsor purchased an additional 825,000 Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant, generating additional gross proceeds to the Company of $825,000 (Note 4).

Upon the closing of the Initial Public Offering, the over-allotment and the Private Placement, $253 million (or $10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering, the over-allotment and the Private Placement Warrants in the Private Placement were placed in a trust account (“Trust Account”), located in the United States, with Continental Stock Transfer & Trust Company acting as trustee, and will invest only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligations. Except with respect to interest and other income earned on the funds held in the Trust Account that may be released to the Company to pay taxes, if any, and up to $100,000 for dissolution costs, the proceeds from the Initial Public Offering, the over-allotment and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (i) the completion of an initial Business Combination, (ii) the redemption of the Company’s public shares if the Company does not complete an initial Business Combination within the Combination Period (as defined below), subject to applicable law, or (iii) the redemption of the Company’s Public Shares properly submitted in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, the over-allotment and the sale of Private Placement Warrants. Although substantially all of the net proceeds are intended to be applied generally towards consummating a Business Combination, there is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest and other income earned on the Trust Account) at the time of signing a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

The Company will provide holders (the “Public Shareholders”) of its Public Shares, with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest and other income earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s income taxes, if any, divided by the number of the then-outstanding Public Shares, subject to the limitations described herein. As of March 31, 2024 and December 31, 2023, the amount in the Trust Account was approximately $11.80 and $11.64 per Public Share, respectively.

All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the liquidation, if there is a shareholder vote or tender offer in connection with the initial Business Combination and in connection with certain amendments to the Company’s memorandum and articles of association then in existence. In accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”), paragraph 10-S99, redemption provisions not solely within the control of a company require ordinary shares subject to redemption to be classified outside of permanent equity. Accordingly, all of the Public Shares are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Given that the Public Shares were issued with other freestanding instruments (i.e., public warrants), the initial carrying value of Class A ordinary shares classified as temporary equity was the allocated amount of the proceeds. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company will elect to recognize the changes in redemption value immediately. The change in redemption value was recognized as a one-time charge against additional paid-in capital (to the extent available) and accumulated deficit. The Public Shares are redeemable and are classified as such on the balance sheet until such date that a redemption event takes place. Additionally, each Public Shareholder may elect to redeem its Public Shares irrespective of whether it votes for or against the proposed transaction or vote at all. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination.

Notwithstanding the foregoing, the Company’s second amended and restated memorandum and articles of association (the “Second A&R Articles”) provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined in Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in the Initial Public Offering, without the prior consent of the Company.

Pursuant to the terms of the Company’s memorandum and articles of association then existing, in order to extend the period of time to consummate an initial Business Combination, the Sponsor deposited $2,530,000 into the Trust Account on December 9, 2022, for a three-month extension expiring on March 13, 2023. On February 22, 2023, the shareholders approved an amendment to the amended and restated memorandum and articles of association to extend the deadline to complete an initial Business Combination from March 13, 2023 to September 13, 2023 (the “Extension Amendment Proposal”). The Company has until 21 months from the closing of the Initial Public Offering, or September 13, 2023 (the “Combination Period”), to consummate the initial Business Combination. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest and other income earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

In connection with the Extension Amendment Proposal, shareholders elected to redeem 25,198,961 Class A ordinary shares in the Company, representing approximately 99.6% of the issued and outstanding Class A ordinary shares in the Company, for a pro rata portion of the funds in the Company’s trust account. As a result, $263,325,414 (approximately $10.45 per share) was debited from the Company’s trust account to pay such holders.

The Company’s Sponsor, executive officers, directors and director nominees (the “initial shareholders”) agreed not to propose any amendment to the Second A&R Articles (A) that would modify the substance or timing of the Company’s obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination by September 13, 2023 or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest and other income earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes, if any, divided by the number of the then-outstanding Public Shares.

The Sponsor, officers and directors agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders or members of the Company’s management team acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriter agreed to waive their rights to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amount will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered accounting firm), prospective target businesses or other entities with which the Company does business execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

On August 31, 2023, GGAA held a second extraordinary general meeting of shareholders at which holders of 5,883,786 ordinary shares in the Company were present virtually or by proxy, representing approximately 92% of the voting power of the 6,426,039 ordinary shares issued and outstanding entitled to vote at the Extraordinary General Meeting at the close of business on August 7, 2023, which was the record date for the Extraordinary General Meeting. In connection with the Second Extension Amendment Proposal, Shareholders holding an aggregate of 19,519 Class A ordinary shares of GGAA, representing approximately 0.3% of the issued and outstanding Class A ordinary shares in GGAA, elected to redeem such shares for a pro rata portion of the funds in GGAA’s trust account. As a result, approximately $246,605 (approximately $12.63 per share) was debited from the Company’s trust account to pay such holders. At this meeting shareholders of the Company also proposed and approved an additional extension proposal extending the timeline in which the Company can consummate a business combination from September 13, 2023 to December 13, 2024.

Terminated Business Combination

On August 22, 2022, the Company, and Biolog-ID, a société anonyme organized under the laws of France (“Biolog-id”), signed a memorandum of understanding (the “MoU”) with respect to the contemplated merger of the Company with and into Biolog-id (the “Biolog Merger”) with Biolog-id as the continuing company following closing of the Merger and related transactions pursuant to the Business Combination Agreement in the form attached to the MoU. Under French law, no commitment with respect to the proposed Biolog Merger could be agreed prior to Biolog-id completing the consultation process with its social and economic committee (comité social et économique) (the “Works Council”). Biolog-id completed the Works Council consultation process and on August 26, 2022, the Company and Biolog-id entered into a Business Combination Agreement (the “BCA”).

By virtue of the Biolog-id Merger, each Company ordinary share issued and outstanding immediately prior to the effective time of the Biolog Merger (after giving effect to specified events) would be automatically cancelled and extinguished and exchanged for a number of ordinary shares of Biolog-id (received in the form of American Depositary Shares), as determined in accordance with the exchange ratio described in the BCA.

Effective March 6, 2023 and in accordance with Section 7.1(a) of the BCA, the Company and Biolog-id mutually agreed to terminate the BCA, pursuant to a termination agreement by and between the Company and Biolog-id (the “Termination Agreement”). Under the Termination Agreement, the Company waived and released all claims, obligations, liabilities and losses against Biolog-id and its Company Non-Party Affiliates (as defined therein), and Biolog-id waived and released all claims, obligations, liabilities and losses against the Company and its SPAC Non-Party Affiliates (as defined therein), arising or resulting from or relating to, directly or indirectly, the BCA, any other transaction documents, any of the transactions contemplated by the BCA or any other transaction documents, except for any terms, provisions, rights or obligations that expressly survive the termination of the BCA or set forth in the Termination Agreement.

Proposed Business Combination

On November 20, 2023, the Company, entered into that certain Contribution and Business Combination Agreement (the “Agreement”), by and between the Company and the Sponsor pursuant to which, among other things, (a) the Sponsor will contribute, transfer, convey, assign and deliver to the Company all of the Sponsor’s rights, title and interest in and to a portfolio of patents acquired by the Sponsor pursuant to that certain Patent Purchase Agreement, effective as of September 21, 2023 (as amended by the First Amendment to Patent Sale Agreement dated November 14, 2023 and as it may be further amended from time to time, the “Patent Purchase Agreement”), by and between the Sponsor and MindMaze Group SA, a Swiss corporation (“MindMaze”), and which includes (i) the Assigned Patent Rights, including the Additional Rights, as such terms are defined in the Patent Purchase Agreement, and (ii) all other intellectual property rights acquired by the Sponsor under the Patent Purchase Agreement, and (b) the Company will pay to the Sponsor one thousand dollars ($1,000) and will assume and agree to perform and discharge all of the Sponsor’s obligations under the Patent Purchase Agreement, including the obligation to pay to MindMaze a purchase price of $21 Million (the “MindMaze IP Purchase Price”) on or prior to May 31, 2024 (the “Outside Date”) and the obligation to share certain revenues with MindMaze, on the terms and subject to the conditions set forth in the Patent Purchase Agreement (collectively, the “Transaction”). The Company and the Sponsor then amended the Agreement, extending the Outside Date to August 30, 2024.

The Sponsor of the Company, currently owns 6,325,000 Class B ordinary shares of the Company, representing approximately 98.7% of the outstanding ordinary shares of the Company, and 8,875,000 warrants to purchase 8,875,000 Class A ordinary shares at $11.50 per share.

Pursuant to the Agreement, each of the parties to the Agreement has made customary representations, warranties and covenants in the Agreement, including covenants by the Sponsor not to dispose of or otherwise encumber the assets to be sold to the Company.

The Agreement may be terminated by the Company and Sponsor under certain circumstances, including, among others, (a) by mutual written agreement of the Company and Sponsor, (b) by either the Company or Sponsor if the closing has not occurred on or before on or before the latest of (i) December 13, 2024 and (ii) if one or more extensions to a date following December 13, 2024 are obtained at the election of Company, with a Company shareholder vote, in accordance with the Company’s amended and restated memorandum and articles of association, the last date for the Company to consummate a Business Combination pursuant to such extensions and (c) by either the Company or Sponsor if the Transaction is prohibited or made illegal by a final, non-appealable governmental order or law.

The board of directors of the Company has unanimously (a) approved and declared advisable the Agreement and the transactions contemplated by the Agreement, (ii) determined that the Transaction constitutes a “Business Combination” (as such term is defined in the amended and restated memorandum and articles of association of The Company), and (b) resolved to recommend approval of the Agreement and related matters by the Company’s shareholders.

On May 21, 2024, at 10:00 a.m. Eastern Time, the Company convened an extraordinary general meeting of shareholders (the “EGM”) for the purposes of, among other things, approving the Transaction. The EGM was held at the offices of Loeb & Loeb, LLP, 345 Park Avenue, New York, New York, and via teleconference. There were 5,852,011 ordinary shares of the Company present at said meeting in person or represented by proxy, which is 91.34% of the total outstanding shares, thereby constituting a quorum. The Transaction was approved by the shareholders at the EGM.

Company shareholders elected to redeem an aggregate of 67,883 ordinary shares in connection with the EGM.

Going Concern Consideration

As of March 31, 2024, the Company had a working capital deficit of approximately $5.6 million.

The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor to cover certain expenses on behalf of the Company in exchange for issuance of Founder Shares (as defined in Note 4) and a loan from the Sponsor of approximately $453,000 under the Note (as defined in Note 4). Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement Warrants held outside of the Trust Account.

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may, but are not obligated to, loan the Company funds under the Working Capital Loans (as defined and described in Note 4) as needed.

However, in connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) No. 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Company’s liquidity needs, mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after December 13, 2024. The consolidated financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the rules and regulations of the SEC. Accordingly, certain disclosures included in the annual financial statements have been or omitted from these consolidated financial statements as they are not required for interim consolidated financial statements under U.S. GAAP and the rules of the SEC. In the opinion of management, the accompanying unaudited consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected through December 31, 2024.

The accompanying unaudited consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on March 6, 2024. The financial information as of December 31, 2023, is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on March 6, 2024.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make the comparison of the Company’s consolidated financial statements with those of another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of March 31, 2024 and December 31, 2023, the Company had no cash and cash equivalents balance respectively.

Investments Held in Trust Account

The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Interest is received through the issuance of additional U.S. government treasury obligations and recorded as paid-in-kind interest income in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. As of March 31, 2024 and December 31, 2023, the Company held $1,062,222 and $1,048,582 in its Trust Account, respectively.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the balance sheets, primarily due to their short-term nature.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of:

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

●

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Derivative Financial Instruments

The Company evaluates its equity-linked financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). For derivative financial instruments that are classified as liabilities, the derivative instrument is initially recognized at fair value with subsequent changes in fair value recognized in the statements of operations each reporting period.

The Company accounted for the 12,650,000 warrants included in the Units sold in the Initial Public Offering and the 8,875,000 Private Placement Warrants in accordance with the guidance contained in ASC 815. Such guidance provides that the warrants described above are not precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity.

Offering Costs Associated with the Initial Public Offering

The Company complies with the requirements of FASB ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting commissions and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Deferred underwriting commissions are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ deficit. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of its control and subject to the occurrence of uncertain future events. In connection with the Extension Amendment Proposal, shareholders elected to redeem 25,198,961 Class A ordinary shares in the Company, representing approximately 99.6% of the issued and outstanding Class A ordinary shares in the Company, for a pro rata portion of the funds in the Company’s trust account. As a result, $263,325,414 (approximately $10.45 per share) was debited from the Company’s trust account to pay such holders.

On August 31, 2023, GGAA held a second extraordinary general meeting of shareholders at which holders of 5,883,786 ordinary shares in the Company were present virtually or by proxy, representing approximately 92% of the voting power of the 6,426,039 ordinary shares issued and outstanding entitled to vote at the Extraordinary General Meeting at the close of business on August 7, 2023, which was the record date for the Extraordinary General Meeting. In connection with the Second Extension Amendment Proposal, Shareholders holding an aggregate of 19,519 Class A ordinary shares of GGAA, representing approximately 0.3% of the issued and outstanding Class A ordinary shares in GGAA, elected to redeem such shares for a pro rata portion of the funds in GGAA’s trust account. As a result, approximately $246,605 (approximately $12.63 per share) was debited from the Company’s trust account to pay such holders. Accordingly, as of March 31, 2024 and December 31, 2023, 81,520 Class A ordinary shares subject to possible redemption, respectively are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets.

Under ASC 480-10-S99, the Company has to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount. The change in the carrying value of redeemable shares of Class A ordinary shares is treated as a deemed dividend, which results in charges against additional paid-in capital and accumulated deficit.

The Class A ordinary shares subject to possible redemption reflected on the accompanying balance sheets are reconciled on the following table:

Class A ordinary shares subject to possible redemption as of December 31, 2022	$	262,860,151
Less:
Redemption of ordinary shares		(263,572,019	)
Plus:
Increase in redemption value of Class A ordinary shares subject to possible redemption		1,660,450
Class A ordinary shares subject to possible redemption as of December 31, 2023	$	948,582
Plus:
Increase in redemption value of Class A ordinary shares subject to possible redemption		13,640
Class A ordinary shares subject to possible redemption as of March 31, 2024	$	962,222

Net Income Per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares, which assumes a business combination as the most likely outcome. Net income per ordinary share is calculated by dividing the net income by the weighted average number of ordinary shares outstanding for the respective period.

Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. The calculation of diluted net income does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the Over-allotment) and the private placement warrants to purchase an aggregate of 21,525,000 shares of Class A ordinary shares in the calculation of diluted income per share, because their inclusion would be anti-dilutive under the treasury stock method.

The tables below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of ordinary shares:

	For the Three Months Ended March 31,
	2024						2023
	Class A			Class B			Class A		Class B
Basic and diluted net (loss) income per ordinary share:
Numerator:
Allocation of net (loss) income	$	(3,404	)	$	(264,107	)	$	950,290	$	402,303
Denominator:
Basic and diluted weighted average ordinary shares outstanding		81,520			6,325,000			14,940,427		6,325,000

Basic and diluted net (loss) income per ordinary share	$	(0.04	)	$	(0.04	)	$	0.06	$	0.06

Income Taxes

The Company follows the guidance for accounting for income taxes under FASB ASC 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2024 and December 31, 2023. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of March 31, 2024 and December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States of America. As such, the Company’s tax provision was zero for the period presented. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman Islands income tax regulations, income taxes are not levied on the Company but rather on the individual owners. United States (“U.S.”) taxation would occur on the individual owners if certain tax elections are made by U.S. owners and the Company were treated as a passive foreign investment company. Additionally, U.S. taxation could occur to the Company itself if the Company is engaged in a U.S. trade or business. The Company is not expected to be treated as engaged in a U.S. trade or business at this time. Consequently, income taxes are not reflected in the Company’s consolidated financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next 12 months.

Recent Accounting Pronouncements

The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying consolidated financial statements.

NOTE 3 - INITIAL PUBLIC OFFERING

On December 13, 2021, the Company consummated its Initial Public Offering of 22,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $220.0 million, and incurring offering costs of approximately $19.0 million, of which $12.1 million was for deferred underwriting fees for costs relating to the Initial Public Offering. On December 21, 2021, the underwriters, pursuant to the full exercise of the over-allotment option, purchased 3,300,000 Units. The over-allotment units were sold at the offering price of $10.00 per Unit, generating additional gross proceeds to the Company of $33.0 million. The Company incurred additional offering costs of approximately $2.1 million in connection with the over-allotment, of which approximately $1.8 million was for deferred underwriting commissions (see Note 5).

Each Unit consists of one Class A ordinary share, par value $0.0001 per share, and one-half of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 6).

NOTE 4 - RELATED PARTY TRANSACTIONS

Founder Shares

On May 26, 2021, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain expenses in consideration for 7,187,500 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”). On September 20, 2021, the Sponsor surrendered an aggregate of 1,437,500 Class B ordinary shares to the Company’s capital for no consideration, and on December 8, 2021, the Sponsor effected a share capitalization, resulting in the Sponsor holding an aggregate of 6,325,000 Class B ordinary shares. In December 2021, the Sponsor transferred to Nomura Securities International, Inc. (“Nomura”), the underwriter of the Initial Public Offering, an aggregate of 474,375 Founder Shares at the Sponsor’s original purchase price of $1,500, subject to forfeiture by Nomura if the Initial Public Offering was terminated or if Nomura was not the underwriter of the Initial Public Offering. As a result, the Sponsor holds 5,850,625 Founder Shares and Nomura holds 474,375 Founder Shares. Up to 825,000 Founder Shares were subject to forfeiture to the extent that the over-allotment option is not exercised in full by the underwriter, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. On December 21, 2021, the underwriters fully exercised the over-allotment option to purchase an additional 3,300,000 Units. As a result, the 825,000 Founder Shares are no longer subject to forfeiture.

The Company determined that the excess of the fair value of the Founder Shares acquired by Nomura from the Sponsor over the price paid by Nomura should be recognized as an offering cost by the Company in accordance with SEC Staff Accounting Bulletin (“SAB”) Topic 5A, “Expenses of Offerings.” The allocated portion of the additional offering cost associated with the Class A ordinary shares was charged to the carrying value of Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering.

Private Placement Warrants

Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 8,050,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $8.1 million. In connection with the full exercise of the over-allotment option on December 21, 2021, the Sponsor purchased an additional 825,000 Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant, generating additional gross proceeds to the Company of $800,000, and the remaining $25,000 was a receivable. This receivable amount was offset against the Note (as defined below).

Each warrant is exercisable to purchase one Class A ordinary share at $11.50 per share. A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless.

The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.

Promissory Note - Related Party

The Sponsor agreed to loan the Company up to $500,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note, dated May 26, 2021, and amended on October 26, 2021, (the “Note”). This loan was non-interest bearing and payable on the earlier of March 31, 2022, or the completion of the Initial Public Offering. As of the date of the Initial Public Offering, the Company had borrowed approximately $453,000 under the Note. In December 2021, subsequent to the Initial Public Offering, the Company repaid $200,000 on the Note and also offset the $25,000 receivable related to the Private Placement Warrants against the Note. As a result, as of December 31, 2021, the Company had approximately $228,000 outstanding on the Note, which was due upon demand. In March 2022, the Company repaid the remaining balance of the Note to the Sponsor. As of March 31, 2024 and December 31, 2023, the Company had no outstanding balance under the Note.

On December 9, 2022, in connection with the extension of the deadline for the Company to complete its initial business combination to March 13, 2023, the Sponsor funded an extension payment for $2,530,000 into the Trust Account. This amount is non-interest bearing and payable on the completion of the Business Combination. The funds were deposited directly into the trust account. As of March 31, 2024 and December 31, 2023, the balance of the loan was $2,530,000 and $2,400,489, respectively.

Working Capital Loans

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors, may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to it. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of March 31, 2024 and December 31, 2023, the Company had no borrowings under the Working Capital Loans.

Administrative Support Agreement

On December 8, 2021, the Company entered into an agreement with the Sponsor, pursuant to which the Company agreed to reimburse the Sponsor for office space, secretarial and administrative services provided to the Company in the amount of $10,000 per month through the earlier of the consummation of the initial Business Combination and the Company’s liquidation. For the three months ended March 31, 2024 and 2023, the Company incurred and accrued expenses of $30,000 and $30,000, respectively, under this agreement. As of March 31, 2024 and December 31, 2023, the Company had an outstanding balance of $150,000 and $120,000 under this agreement, respectively, which is included in “Accounts payable and accrued expenses” on the accompanying balance sheets.

Due from Related Party

On June 20, 2023, the Company was paid the $1,057,397 due from related party in full and the amount owed to the Company was transferred into the Company’s operating bank account.

As of March 31, 2024 and December 31, 2023, the Company had a balance of $0, due from a related party to support the Company’s operations. The balance was unsecured and non-interest bearing.

Advances from Sponsor

During the three months ended March 31, 2024, the Sponsor paid for operating expenses on behalf of the Company. These amounts are reflected on the consolidated balance sheets as advances from Sponsor. The advances are non-interest bearing and are payable on demand. As of March 31, 2024, the Company had advances owed to the Sponsor in the amount of $214,177. As of December 31, 2023, the Company had no advances owed to the Sponsor.

NOTE 5 - COMMITMENTS AND CONTINGENCIES

Registration Rights

The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of the initial Business Combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up periods with respect to such securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriter was entitled to an underwriting discount of $0.10 per Unit, or $2.5 million in the aggregate, paid upon the closing of the Initial Public Offering (including over-allotment). In addition, $0.55 per unit, or $13.9 million in the aggregate, will be payable to the underwriter for deferred underwriting commissions. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. On January 26, 2023, the underwriter agreed to waive their rights to their deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amount will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares.

On January 26, 2023, Nomura Securities International, Inc. (“Nomura”) the underwriter for the initial public offering of the Company, pursuant to a letter dated as of the same date, waived its entitlement to the payment of the deferred underwriting discount then payable to Nomura in connection with the initial public offering and pursuant to the prior underwriting agreement between Nomura and the Company dated December 8, 2021. Other than such waiver, the letter did not waive any rights or obligations of the Company or Nomura which survive the termination of the underwriting agreement.

Risks and Uncertainties

Management also continues to evaluate the impact of the volatility and disruptions in the financial markets caused by, among other things, the ongoing conflict in Ukraine, rising interest rates and mounting inflationary cost pressures and recessionary fears. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these consolidated financial statements.

Termination of Previously Planned Merger Agreement

As previously announced, on May 22, 2023, the Company., GGAC Merger Sub, Inc., a Florida corporation and newly formed wholly-owned subsidiary of GGAA (“Merger Sub”); NextTrip Holdings, Inc., a Florida corporation (“NextTrip”); and William Kerby, solely in his capacity as the representative for NextTrip’s shareholders as discussed in the Plan of Merger entered into an Agreement and Plan of Merger (the “Plan of Merger”) with the Company.

The Plan of Merger had contemplated that the Company and NextTrip would engage in a series of transactions pursuant to which, among other transactions, Merger Sub would merge with and into NextTrip, with NextTrip continuing as the surviving entity upon the closing of the transactions contemplated by the Plan of Merger, and becoming a wholly-owned subsidiary of the Company.

Effective as of August 16, 2023 and in accordance with Section 7.1(a) of the Plan of Merger, GGAA and NextTrip mutually agreed to terminate the Plan of Merger, pursuant to the terms of a termination agreement entered into by and between each of the parties to the Plan of Merger (the “Termination Agreement”). Additionally, under the Termination Agreement, each of GGAA, Merger Sub and the Purchaser Representative, released NextTrip, the Seller Representative, and each of their representatives, affiliates, agents and assigns, and each of NextTrip and the Seller Representative released GGAA, Merger Sub, the Purchaser Representative, and each of their representatives, affiliates, agents and assigns, for any claims, causes of action, liabilities or damages, except for certain liabilities that survive the termination pursuant to the terms of the Plan of Merger, or for breaches of the Termination Agreement.

On May 21, 2024, the Company convened an extraordinary general meeting of shareholders (the “May 2024 EGM”). There were 5,852,011 ordinary shares of Genesis SPAC present at said meeting in person or represented by proxy, which is 91.34% of the total outstanding shares, constituting a quorum. The Company put forth to a vote for approval of the Business Combination with Sponsor (as described above), a vote to change the name of the Company to “NeuroMind AI Corp” and a vote to adjourn the May 2024 EGM. All proposals were approved during the May 2024 EGM.

NOTE 6 - SHAREHOLDERS’ DEFICIT

Preference shares - The Company is authorized to issue 5,000,000 preference shares, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of March 31, 2024 and December 31, 2023, there were no preference shares issued or outstanding.

Class A Ordinary shares - The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of March 31, 2024 and December 31, 2023, there were 81,520 Class A ordinary shares issued and outstanding, all of which were subject to possible redemption and were classified outside of permanent equity in the accompanying balance sheets.

Class B Ordinary shares - The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders are entitled to one vote for each Class B ordinary share. As of March 31, 2024 and December 31, 2023, there were 6,325,000 Class B ordinary shares issued and outstanding, which amounts have been retroactively restated to reflect the shares surrender on September 20, 2021, and the share capitalization on December 8, 2021, as discussed in Note 4.

Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law or stock exchange rule; provided that only holders of the Class B ordinary shares have the right to vote on the appointment of the Company’s directors prior to the initial Business Combination.

The Class B ordinary shares will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have redemption rights or be entitled to liquidating distributions from the Trust Account if the Company does not consummate an initial Business Combination) at the time of the Company’s initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of our Initial Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares, or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any private placement warrants issued to the sponsor, its affiliates or any member of the Company’s management team upon conversion of working capital loans (if any). In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.

Warrants - As of March 31, 2024 and December 31, 2023, 12,650,000 Public Warrants and 8,875,000 Private Placement Warrants were outstanding.

The Public Warrants will become exercisable at $11.50 per share 30 days after the completion of a Business Combination; provided that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreements; provided that if the Company’s Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60^th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

The warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The exercise price and number of shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend or recapitalization, reorganization, merger or consolidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and in the case of any such issuance to the Company’s Sponsor or their affiliates, without taking into account any Founder Shares held by the Company’s Sponsor or such affiliates, as applicable, prior to such issuance (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described below under “Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

Except as described below, the Private Placement Warrants are identical to those of the warrants being sold as part of the Units in the Initial Public Offering. The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination and they will not be redeemable by the Company. Holders of the Company’s private placement warrants have the option to exercise the Private Placement Warrants on a cashless basis.

Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00

Once the warrants become exercisable, the Company may call the Public Warrants for redemption (except with respect to the Private Placement Warrants):

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon a minimum of 30 days’ prior written notice of redemption; and

●

if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreements. Additionally, in no event will the Company be required to net cash settle any Warrants. If the Company is unable to complete the initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

NOTE 7 - FAIR VALUE MEASUREMENTS

The Company determines the level in the fair value hierarchy within which each fair value measurement falls based on the lowest level input that is significant to the fair value measurement and performs an analysis of the assets and liabilities at each reporting period end.

The following tables present information about the Company’s financial assets that are measured at fair value on a recurring basis by level within the fair value hierarchy:

March 31, 2024

Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account - Money Market Fund	$	1,062,222	$	—	$	—

December 31, 2023

Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account - Money Market Fund	$	1,048,582	$	—	$	—

Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. There were no transfers to/from Levels 1, 2, and 3 during the period from March 17, 2021 (inception) through March 31, 2024.

Level 1 assets include investments in money market funds that invest solely in U.S. government securities. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.

NOTE 8 - SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent events, other than below, that have occurred that would require adjustments to the disclosures in the accompanying unaudited consolidated financial statements.

(b) Pro Forma Financial Information.

Anticipated Accounting Treatment

The Contribution and Business Combination Agreement by and between NeuroMind AI Corp. and Genesis Growth Tech LLC will be accounted for as an asset acquisition pursuant to ASC 805. The GAAP value assigned to the Contributed Assets will be the historical carryover basis of the transferor given that the transaction will be an asset acquisition under ASC 805 and the related party nature of the transaction.

The Warrant Exchange Agreement by and between NeuroMind AI Corp. and Genesis Growth Tech LLC will be accounted for as a Warrant Modification Recognized as Compensation pursuant to ASC 815-40-55-52. The amount to be recognized as an expense will be the fair value of the 221,875,000 Class A shares issued by the Company reduced by the fair value of the 8,875,000 warrants received by the Company in the exchange.

Impact on the financial statements of the combined company

The summary unaudited pro forma financial information is for illustrative purposes only. You should not rely on the summary unaudited pro forma financial information as being indicative of the historical results that would have been achieved had the Business Combination occurred earlier or the future results that the combined company will experience.

The following summary unaudited pro forma financial information gives effect to the transactions contemplated by the Business Combination and related transactions. The Business Combination will be accounted for as an asset acquisition in accordance with ASC 805-50-25-2. Upon the completion of the Business Combination, the NeuroMind AI will account for the transfer of assets and liabilities pursuant to the guidance relevant between entities under common control. In accordance with ASC 805-50-30-5 NeuroMind AI will measure the transfer of assets and liabilities between entities under common control and will initially measure the recognized assets and liabilities transferred at their carrying amounts in the accounts of Genesis Sponsor at the date of transfer on the books of NeuroMind AI. The expected transfer value of the transferred assets and liabilities is $21,000,000. Accordingly, NeuroMind AI will recognize net assets transferred in its separate financial statements on the date of the transfer and retrospectively adjusts its historical financial statements to include the net assets received and related operations, if any, for all periods during which the entities were under common control.

The summary unaudited pro forma financial information gives effect to the Warrant Exchange Agreement. Under the terms of the Warrant Exchange Agreement, Genesis Sponsor is exchanging 8,875,000 Private Placement Warrants with an estimated value of approximately $275,000 (based on the trading price of NeuroMind AI’s publicly traded warrants of $0.031 per warrant on December 29, 2023) for 221,281,250 Class A common shares with a value of $665,625 based on a probability weighted expected return method which evaluated the post-transaction equity value of the Company immediately following the closing of the Business Combination. The Warrant Exchange Agreement will be accounted for in accordance with ASC 815-40-55- which results in the recording of an expense in the amount of $390,625.

The summary unaudited pro forma financial information does not necessarily reflect what combined company’s financial condition or results of operations would have been had the Business Combination occurred on the dates indicated. The summary unaudited pro forma financial information also may not be useful in predicting the future financial condition and results of operations of the combined company. The actual financial position and results of operations may differ significantly from the pro forma financial information reflected herein due to a variety of factors. The summary unaudited pro forma financial information is presented for illustrative purposes only.

The following tables sets out the dilutive impact on the Business Combination on the common and fully diluted share ownership of NeuroMind AI on a pro forma basis assuming completion of the Business Combination as of March 31, 2024:

Common share and fully diluted ownership prior to the Business Combination

Common Stock Ownership	Number of Shares Owned		% Ownership			Fully Diluted Stock Ownership	Number of Shares Owned		% Ownership
						Public Shareholders		81,520		0.29	%
Public Shareholders		81,520		1.3	%	Genesis Sponsor		5,850,625		20.95	%
Genesis Sponsor		5,850,625		91.3	%	Other Class B Shareholders		474,375		1.70	%
Other Class B Shareholders		474,375		7.4	%	Public Warrants		12,650,000		45.29	%
						Private Placement Warrants		8,875,000		31.77	%
Total		6,406,520		100.0	%	Total		27,931,520		100.00	%

Common Stock Ownership as a result of the Business Combination

	Number of Shares Owned		% Ownership
Public Shareholders		13,637		0.01	%
Genesis Sponsor		5,850,625		2.56	%
Warrant exchange agreement		221,875,000		97.22	%
Other Class B Shareholders		474,375		0.21	%
Total		228,213,637		100.0	%

Fully Diluted Stock Ownership as a result of the Business Combination

	Number of Shares Owned		% Ownership
Public Shareholders		13,667		0.01	%
Genesis Sponsor		5,850,625		2.43	%
Other Class B Shareholders		474,375		0.20	%
Warrant exchange agreement		221,875,000		92.11	%
Public Warrants		12,650,000		5.25	%
Private Placement Warrants		—		0.00	%
Total		240,863,637		100.00	%

The following table sets out summary data for the unaudited pro forma condensed balance sheet and the unaudited pro forma condensed statement of operations. The summary unaudited pro forma condensed balance sheet information is as of March 31, 2024, and gives effect to the Business Combination as if it had occurred on March, 31, 2024. The summary unaudited pro forma condensed statement of operations information for the quarter ended March 31, 2024 give effect to the Business Combination as if it had occurred on January 1, 2024.

	NeuroMind AI stand alone results			As Adjusted
Summary Unaudited Pro Forma Condensed Combined Statement of Operations Data for the Quarter Ended March 31, 2024
Net Income (Loss) from Operations	$	(267,511	)	$	(671,776	)

Net Income (Loss) attributable to Common Shareholders	$	(267,511	)	$	(671,776	)
Net Income (Loss) per share – basic and diluted	$	(0.04	)		(0.11	)

Weighted average shares outstanding – Class A		81,520			13,637
Weighted average shares outstanding – Class B		6,325,000			6,325,000

Summary Unaudited Pro Forma Condensed Combined Balance Sheet Data as of March 31, 2024
Total assets	$	1,062,222		$	22,062,222
Total liabilities	$	5,620,162		$	26,620,162
Total equity	$	(5,520,162	)	$	(5,745,646	)

Item 19. EXHIBITs

Exhibit Number		Description
2.1		Contribution and Business Combination Agreement, dated as of November 20, 2023 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 001-41138) filed with the SEC on November 20. 2023)
3.1*		Fourth Amended and Restated Memorandum and Articles of Association of NeuroMind AI Corp.
10.1*		Patent Purchase Agreement, effective as of September 21, 2023 (as amended) by and between Genesis Growth Tech LLC, and MindMaze Group SA
10.2*		Warrant Exchange Agreement, dated as of July 30, 2024, by and between the registrant and Genesis Growth Tech LLC,
101.INS		Inline XBRL Instance Document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	Filed herewith

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20FR12B and that it has duly caused and authorized the undersigned to sign this report on its behalf.

	NEUROMIND AI CORP.

August 15, 2024	By:	/s/ Eyal Perez
	Name:	Eyal Perez
	Title:	Chief Executive Office and Principal Executive Officer

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Exhibit 3.1

THE COMPANIES ACT (AS REVISED) EXEMPTED COMPANY LIMITED BY SHARES

FOURTH AMENDED AND RESTATED

MEMORANDUM AND ARTICLES OF ASSOCIATION

OF NEUROMIND AI CORP.

(ADOPTED BY SPECIAL RESOLUTION DATED MAY 21 2024)

The name of the Company is NeuroMind AI Corp..

The registered office of the Company shall be at the offices of Conyers Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1- 1111, Cayman Islands.

Subject to the following provisions of this Memorandum, the objects for which the Company is established are unrestricted.

Subject to the following provisions of this Memorandum, the Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit, as provided by Section 27(2) of the Companies Act.

Nothing in this Memorandum shall permit the Company to carry on a business for which a licence is required under the laws of the Cayman Islands unless duly licensed.

The Company shall not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands; provided that nothing in this clause shall be construed as to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands.

The liability of each member is limited to the amount from time to time unpaid on such member’s shares.

The share capital of the Company is US$55,500 divided into 500,000,000 Class A ordinary shares of a par value of US$0.0001 each and 50,000,000 Class B ordinary shares of a par value of US$0.0001 each, as well as 5,000,000 preference shares of a par value of US$0.0001 each.

The Company may exercise the power contained in the Companies Act to deregister in the Cayman Islands and be registered by way of continuation in another jurisdiction.

www.verify.gov.ky File#: 373074

Filed: 31-Jul-2024 11:01 EST

Auth Code: A63252231889

TABLE OF CONTENTS

INTERPRETATION		1

1.	Definitions	1

SHARES		4

2.	Power to Issue Shares	4
3.	Redemption, Purchase, Surrender and Treasury Shares	5
4.	Rights Attaching to Shares	6
5.	Calls on Shares	6
6.	Joint and Several Liability to Pay Calls	6
7.	Forfeiture of Shares	7
8.	Share Certificates	8
9.	Fractional Shares	8

REGISTRATION OF SHARES		8

10.	Register of Members	8
11.	Registered Holder Absolute Owner	9
12.	Transfer of Registered Shares	10
13.	Transmission of Registered Shares	11
14.	Listed Shares	13

ALTERATION OF SHARE CAPITAL		13

15.	Power to Alter Capital	13
16.	Variation of Rights Attaching to Shares	14

DIVIDENDS AND CAPITALISATION		14

17.	Dividends	14
18.	Power to Set Aside Profits	15
19.	Method of Payment	15
20.	Capitalisation	16

MEETINGS OF MEMBERS		16

21.	Annual General Meetings	16
22.	Extraordinary General Meetings	16
23.	Requisitioned General Meetings	17
24.	Notice	17
25.	Giving Notice and Access	18
26.	Postponement of General Meeting	19
27.	Electronic Participation in Meetings	19
28.	Quorum at General Meetings	19


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29.	Chairman to Preside	20
30.	Voting on Resolutions	20
31.	Power to Demand a Vote on a Poll	20
32.	Voting by Joint Holders of Shares	21
33.	Instrument of Proxy	22
34.	Representation of Corporate Member	23
35.	Adjournment of General Meeting	23
36.	Written Resolutions	23
37.	Directors Attendance at General Meetings	24

DIRECTORS AND OFFICERS		24

38.	Election of Directors	24
39.	Number of Directors	24
40.	Term of Office of Directors	24
41.	Alternate Directors	25
42.	Removal of Directors	26
43.	Vacancy in the Office of Director	26
44.	Remuneration of Directors	27
45.	Defect in Appointment	27
46.	Directors to Manage Business	27
47.	Powers of the Board of Directors	27
48.	Register of Directors and Officers	29
49.	Officers	29
50.	Appointment of Officers	29
51.	Duties of Officers	29
52.	Remuneration of Officers	29
53.	Conflicts of Interest	29
54.	Indemnification and Exculpation of Directors and Officers	30

MEETINGS OF THE BOARD OF DIRECTORS		31

55.	Board Meetings	31
56.	Notice of Board Meetings	31
57.	Electronic Participation in Meetings	31
58.	Representation of Director	31
59.	Quorum at Board Meetings	32
60.	Board to Continue in the Event of Vacancy	32
61.	Chairman to Preside	32


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62.	Written Resolutions	32
63.	Validity of Prior Acts of the Board	33

CORPORATE RECORDS		33

64.	Minutes	33
65.	Register of Mortgages and Charges	33
66.	Form and Use of Seal	34

ACCOUNTS		34

67.	Books of Account	34
68.	Financial Year End	35

AUDITS		35

69.	Audit	35
70.	Appointment of Auditors	35
71.	Remuneration of Auditors	36
72.	Duties of Auditor	36
73.	Access to Records	36

VOLUNTARY WINDING-UP AND DISSOLUTION		36

74.	Winding-Up	36

CHANGES TO CONSTITUTION		37

75.	Changes to Articles	37
76.	Changes to the Memorandum of Association	37
77.	Discontinuance	37
78.	Mergers and Consolidations	37


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NeuroMind AI Corp.

THE COMPANIES ACT (AS REVISED)

EXEMPTED COMPANY LIMITED BY SHARES

FOURTH AMENDED AND RESTATED

ARTICLES OF ASSOCIATION OF

NEUROMIND AI CORP.

(ADOPTED BY SPECIAL RESOLUTION DATED MAY 21 2024)

Table A

The regulations in Table A in the First Schedule to the Act (as defined below) do not apply to the Company.

INTERPRETATION

DEFINITIONS

1.1.

In these Articles, the following words and expressions shall, where not inconsistent with the context, have the following meanings, respectively:

Act

the Companies Act of the Cayman Islands;

Alternate Director

an alternate director appointed in accordance with these Articles;

Articles

these Articles of Association as altered from time to time;

Auditor

the person or firm for the time being appointed as Auditor of the Company and shall include an individual or partnership;

Board

the board of directors (including, for the avoidance of doubt, a sole director) appointed or elected pursuant to these Articles and acting at a meeting of directors at which there is a quorum or by written resolution in accordance with these Articles;


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Company

the company for which these Articles are approved and confirmed;

Director

a director, including a sole director, for the time being of the Company and shall include an Alternate Director;

Member

the person registered in the Register of Members as the holder of shares in the Company and, when two or more persons are so registered as joint holders of shares, means the person whose name stands first in the Register of Members as one of such joint holders or all of such persons, as the context so requires;

month

calendar month;

notice

written notice as further provided in these Articles unless otherwise specifically stated;

Officer

any person appointed by the Board to hold an office in the Company;

	ordinary resolution	a resolution passed at a general meeting (or, if so specified, a meeting of Members holding a class of shares) of the Company by a simple majority of the votes cast, or a written resolution passed by the unanimous consent of all Members entitled to vote;

	paid-up	paid-up or credited as paid-up;

	Register of Directors and Officers	the register of directors and officers referred to in these Articles;


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Register of Members

the register of members maintained by the Company in accordance with the Act;

Seal

the common seal or any official or duplicate seal of the Company;

Secretary

the person appointed to perform any or all of the duties of secretary of the Company and includes any deputy or assistant secretary and any person appointed by the Board to perform any of the duties of the Secretary;

share

includes a fraction of a share;

Special Resolution	(i)	a resolution passed by a majority of at least two-thirds of such members as, being entitled to do so, vote in person or by proxy at a general meeting of which notice specifying the intention to propose a resolution as a special resolution has been duly given (and for the avoidance of doubt, unanimity qualifies as a majority); or

	(ii)	a written resolution passed by unanimous consent of all Members entitled to vote;

written resolution

a resolution passed in accordance with Article 36 or 62; and

year

calendar year.

1.2.

In these Articles, where not inconsistent with the context:

(a)

words denoting the plural number include the singular number and vice versa;

(b)

words denoting the masculine gender include the feminine and neuter genders;

(c)

words importing persons include companies, associations or bodies of persons whether corporate or not;


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(d)

the words:-

(i)

“may” shall be construed as permissive; and

(ii)

“shall” shall be construed as imperative;

(e)

a reference to statutory provision shall be deemed to include any amendment or re-enactment thereof;

(f)

the word “corporation” means corporation whether or not a company within the meaning of the Act; and

(g)

unless otherwise provided herein, words or expressions defined in the Act shall bear the same meaning in these Articles.

1.3.

In these Articles expressions referring to writing or its cognates shall, unless the contrary intention appears, include facsimile, printing, lithography, photography, electronic mail and other modes of representing words in visible form.

1.4.

Headings used in these Articles are for convenience only and are not to be used or relied upon in the construction hereof.

POWER TO ISSUE SHARES

Subject to these Articles and to any resolution of the Members to the contrary, and without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares, the Board shall have the power to issue any unissued shares on such terms and conditions as it may determine and any shares or class of shares (including the issue or grant of options, warrants and other rights, renounceable or otherwise in respect of shares) may be issued with such preferred, deferred or other special rights or such restrictions, whether in regard to dividend, voting, return of capital, or otherwise, provided that no share shall be issued at a discount except in accordance with the Act.


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REDEMPTION, PURCHASE, SURRENDER AND TREASURY SHARES

3.1.

Subject to the Act, the Company is authorised to issue shares which are to be redeemed or are liable to be redeemed at the option of the Company or a Member and may make payments in respect of such redemption in accordance with the Act.

3.2.

The Company is authorised to purchase any share in the Company (including a redeemable share) by agreement with the holder and may make payments in respect of such purchase in accordance with the Act.

3.3.

The Company authorises the Board to determine the manner or any of the terms of any redemption or purchase.

3.4.

A delay in payment of the redemption price shall not affect the redemption but, in the case of a delay of more than thirty days, interest shall be paid for the period from the due date until actual payment at a rate which the Board, after due enquiry, estimates to be representative of the rates being offered by Class A banks in the Cayman Islands for thirty day deposits in the same currency.

3.5.

The Company authorises the Board pursuant to section 37(5) of the Act to make a payment in respect of the redemption or purchase of its own shares otherwise than out of its profits, share premium account, or the proceeds of a fresh issue of shares.

3.6.

No share may be redeemed or purchased unless it is fully paid-up.

3.7.

The Company may accept the surrender for no consideration of any fully paid share (including a redeemable share) unless, as a result of the surrender, there would no longer be any issued shares of the company other than shares held as treasury shares.

3.8.

The Company is authorised to hold treasury shares in accordance with the Act.

3.9.

The Board may designate as treasury shares any of its shares that it purchases or redeems, or any shares surrendered to it, in accordance with the Act.

3.10.

Shares held by the Company as treasury shares shall continue to be classified as treasury shares until such shares are either cancelled or transferred in accordance with the Act.


	www.verify.gov.ky File#: 373074	Filed: 31-Jul-2024 11:01 EST Auth Code: A63252231889

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NeuroMind AI Corp.

RIGHTS ATTACHING TO SHARES

Subject to Article 2, the Memorandum of Association and any resolution of the Members to the contrary and without prejudice to any special rights conferred thereby on the holders of any other shares or class of shares, each share shall, subject to these Articles:

(a)

be entitled to one vote per share;

(b)

be entitled to such dividends as the Board may from time to time declare;

(c)

in the event of a winding-up or dissolution of the Company, whether voluntary or involuntary or for the purpose of a reorganisation or otherwise or upon any distribution of capital, be entitled to the surplus assets of the Company; and

(d)

generally be entitled to enjoy all of the rights attaching to shares.

CALLS ON SHARES

5.1.

The Board may make such calls as it thinks fit upon the Members in respect of any monies (whether in respect of nominal value or premium) unpaid on the shares allotted to or held by such Members and, if a call is not paid on or before the day appointed for payment thereof, the Member may at the discretion of the Board be liable to pay the Company interest on the amount of such call at such rate as the Board may determine, from the date when such call was payable up to the actual date of payment. The Board may differentiate between the holders as to the amount of calls to be paid and the times of payment of such calls.

5.2.

The Company may accept from any Member the whole or a part of the amount remaining unpaid on any shares held by him, although no part of that amount has been called up.

5.3.

The terms of any issue of shares may include different provisions with respect to different Members in the amounts and times of payments of calls on their shares.

JOINT AND SEVERAL LIABILITY TO PAY CALLS

The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.


	www.verify.gov.ky File#: 373074	Filed: 31-Jul-2024 11:01 EST Auth Code: A63252231889

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NeuroMind AI Corp.

FORFEITURE OF SHARES

7.1.

If any Member fails to pay, on the day appointed for payment thereof, any call in respect of any share allotted to or held by such Member, the Board may, at any time thereafter during such time as the call remains unpaid, direct the Secretary to forward such Member a notice in writing in the form, or as near thereto as circumstances admit, of the following:

Notice of Liability to Forfeiture for Non-Payment of Call

NeuroMind AI Corp. (the “Company”)

You have failed to pay the call of [amount of call] made on [date], in respect of the [number] share(s) [number in figures] standing in your name in the Register of Members of the Company, on [date], the day appointed for payment of such call. You are hereby notified that unless you pay such call together with interest thereon at the rate of [ ] per annum computed from the said [date] at the registered office of the Company the share(s) will be liable to be forfeited.

Dated this [date]


	[Signature of Secretary] By Order of the Board

7.2.

If the requirements of such notice are not complied with, any such share may at any time thereafter before the payment of such call and the interest due in respect thereof be forfeited by a resolution of the Board to that effect, and such share shall thereupon become the property of the Company and may be disposed of as the Board shall determine. Without limiting the generality of the foregoing, the disposal may take place by sale, repurchase, redemption or any other method of disposal permitted by and consistent with these Articles and the Act.

7.3.

A Member whose share or shares have been so forfeited shall, notwithstanding such forfeiture, be liable to pay to the Company all calls owing on such share or shares at the time of the forfeiture, together with all interest due thereon and any costs and expenses incurred by the Company in connection therewith.


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7.4.

The Board may accept the surrender of any shares which it is in a position to forfeit on such terms and conditions as may be agreed. Subject to those terms and conditions, a surrendered share shall be treated as if it had been forfeited.

SHARE CERTIFICATES

8.1.

Every Member shall be entitled to a certificate under the common seal (if any) or a facsimile thereof of the Company or bearing the signature (or a facsimile thereof) of a Director or the Secretary or a person expressly authorised to sign specifying the number and, where appropriate, the class of shares held by such Member and whether the same are fully paid up and, if not, specifying the amount paid on such shares. The Board may by resolution determine, either generally or in a particular case, that any or all signatures on certificates may be printed thereon or affixed by mechanical means.

8.2.

If any share certificate shall be proved to the satisfaction of the Board to have been worn out, lost, mislaid, or destroyed the Board may cause a new certificate to be issued and request an indemnity for the lost certificate if it sees fit.

8.3.

Share certificates may not be issued in bearer form.

FRACTIONAL SHARES

The Company may issue its shares in fractional denominations and deal with such fractions to the same extent as its whole shares and shares in fractional denominations shall have in proportion to the respective fractions represented thereby all of the rights of whole shares including (but without limiting the generality of the foregoing) the right to vote, to receive dividends and distributions and to participate in a winding-up.

REGISTRATION OF SHARES

10.

10.1.

The Board shall cause to be kept in one or more books a Register of Members which may be kept in or outside the Cayman Islands at such place as the Board shall appoint and shall enter therein the following particulars:

(a)

the name and address of each Member, the number, and (where appropriate) the class of shares held by such Member and the amount paid or agreed to be considered as paid on such shares;

(b)

whether the shares held by a Member carry voting rights under the Articles and, if so, whether such voting rights are conditional;


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(c)

the date on which each person was entered in the Register of Members; and

(d)

the date on which any person ceased to be a Member.

10.2.

The Board may cause to be kept in any country or territory one or more branch registers of such category or categories of members as the Board may determine from time to time and any branch register shall be deemed to be part of the Company’s Register of Members.

10.3.

Any register maintained by the Company in respect of listed shares may be kept by recording the particulars set out in Article 10.1 in a form otherwise than legible if such recording otherwise complies with the laws applicable to and the rules and regulations of the relevant approved stock exchange.

11.

REGISTERED HOLDER ABSOLUTE OWNER

11.1.

The Company shall be entitled to treat the registered holder of any share as the absolute owner thereof and accordingly shall not be bound to recognise any equitable claim or other claim to, or interest in, such share on the part of any other person.

11.2.

No person shall be entitled to recognition by the Company as holding any share upon any trust and the Company shall not be bound by, or be compelled in any way to recognise, (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any other right in respect of any share except an absolute right to the entirety of the share in the holder. If, notwithstanding this Article, notice of any trust is at the holder’s request entered in the Register of Members or on a share certificate in respect of a share, then, except as aforesaid:

(a)

such notice shall be deemed to be solely for the holder’s convenience;

(b)

the Company shall not be required in any way to recognise any beneficiary, or the beneficiary, of the trust as having an interest in the share or shares concerned;


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(c)

the Company shall not be concerned with the trust in any way, as to the identity or powers of the trustees, the validity, purposes or terms of the trust, the question of whether anything done in relation to the shares may amount to a breach of trust or otherwise; and

(d)

the holder shall keep the Company fully indemnified against any liability or expense which may be incurred or suffered as a direct or indirect consequence of the Company entering notice of the trust in the Register of Members or on a share certificate and continuing to recognise the holder as having an absolute right to the entirety of the share or shares concerned.

12.

TRANSFER OF REGISTERED SHARES

12.1.

An instrument of transfer shall be in writing in the form of the following, or as near thereto as circumstances admit, or in such other form as the Board may accept:

Transfer of a Share or Shares

NeuroMind AI Corp. (the “Company”)

FOR VALUE RECEIVED [amount] , I, [name of transferor] hereby sell, assign and transfer unto [transferee] of [address] , [number] shares of the Company.

	DATED this [date]

	Signed by:		In the presence of:



	Transferor		Witness



	Transferee		Witness


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12.2.

Such instrument of transfer shall be signed by (or in the case of a party that is a corporation, on behalf of) the transferor and transferee, provided that, in the case of a fully paid share, the Board may accept the instrument signed by or on behalf of the transferor alone. The transferor shall be deemed to remain the holder of such share until the same has been transferred to the transferee in the Register of Members.

12.3.

The Board may refuse to recognise any instrument of transfer unless it is accompanied by the certificate in respect of the shares to which it relates and by such other evidence as the Board may reasonably require showing the right of the transferor to make the transfer.

12.4.

The joint holders of any share may transfer such share to one or more of such joint holders, and the surviving holder or holders of any share previously held by them jointly with a deceased Member may transfer any such share to the executors or administrators of such deceased Member.

12.5.

The Board may in its absolute discretion and without assigning any reason therefor refuse to register the transfer of a share. If the Board refuses to register a transfer of any share the Secretary shall, within three months after the date on which the transfer was lodged with the Company, send to the transferor and transferee notice of the refusal.

13.

TRANSMISSION OF REGISTERED SHARES

13.1.

In the case of the death of a Member, the survivor or survivors where the deceased Member was a joint holder, and the legal personal representatives of the deceased Member where the deceased Member was a sole holder, shall be the only persons recognised by the Company as having any title to the deceased Member’s interest in the shares. Nothing herein contained shall release the estate of a deceased joint holder from any liability in respect of any share which had been jointly held by such deceased Member with other persons. Subject to the provisions of Section 39 of the Act, for the purpose of this Article, legal personal representative means the executor or administrator of a deceased Member or such other person as the Board may, in its absolute discretion, decide as being properly authorised to deal with the shares of a deceased Member.


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13.2.

Any person becoming entitled to a share in consequence of the death or bankruptcy of any Member may be registered as a Member upon such evidence as the Board may deem sufficient or may elect to nominate some person to be registered as a transferee of such share, and in such case the person becoming entitled shall execute in favour of such nominee an instrument of transfer in writing in the form, or as near thereto as circumstances admit, of the following:

Transfer by a Person Becoming Entitled on Death/Bankruptcy of a Member

NeuroMind AI Corp. (the “Company”)

I/We, having become entitled in consequence of the [death/bankruptcy] of [name and address of deceased Member] to [number] share(s) standing in the Register of Members of the Company in the name of the said [name of deceased/bankrupt Member] instead of being registered myself/ourselves, elect to have [name of transferee] (the “Transferee”) registered as a transferee of such share(s) and I/we do hereby accordingly transfer the said share(s) to the Transferee to hold the same unto the Transferee, his or her executors, administrators and assigns, subject to the conditions on which the same were held at the time of the execution hereof; and the Transferee does hereby agree to take the said share(s) subject to the same conditions.

	DATED this [date]

	Signed by:		In the presence of:



	Transferor		Witness



	Transferee		Witness

13.3.

On the presentation of the foregoing materials to the Board, accompanied by such evidence as the Board may require to prove the title of the transferor, the transferee shall be registered as a Member. Notwithstanding the foregoing, the Board shall, in any case, have the same right to decline or suspend registration as it would have had in the case of a transfer of the share by that Member before such Member’s death or bankruptcy, as the case may be.


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13.4.

Where two or more persons are registered as joint holders of a share or shares, then in the event of the death of any joint holder or holders the remaining joint holder or holders shall be absolutely entitled to the said share or shares and the Company shall recognise no claim in respect of the estate of any joint holder except in the case of the last survivor of such joint holders.

14.

LISTED SHARES

14.1.

Notwithstanding anything to the contrary in these Articles, shares that are listed or admitted to trading on an approved stock exchange may be evidenced and transferred in accordance with the rules and regulations of such exchange.

ALTERATION OF SHARE CAPITAL

15.

POWER TO ALTER CAPITAL

15.1.

Subject to the Act, the Company may from time to time by ordinary resolution alter the conditions of its Memorandum of Association to:

(a)

increase its capital by such sum divided into shares of such amounts as the resolution shall prescribe or, if the Company has shares without par value, increase its share capital by such number of shares without nominal or par value, or increase the aggregate consideration for which its shares may be issued, as it thinks expedient;

(b)

consolidate and divide all or any of its share capital into shares of a larger amount than its existing shares;

(c)

convert all or any of its paid-up shares into stock, and reconvert that stock into paid-up shares of any denomination;

(d)

subdivide its shares or any of them into shares of an amount smaller than that fixed by the Memorandum of Association; or

(e)

cancel shares which at the date of the passing of the resolution have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the shares so cancelled or, in the case of shares without par value, diminish the number of shares into which its capital is divided.


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15.2.

For the avoidance of doubt it is declared that paragraph 15.1(b), (c) and (d) do not apply if at any time the shares of the Company have no par value.

15.3.

Subject to the Act, the Company may from time to time by Special Resolution reduce its share capital.

16.

VARIATION OF RIGHTS ATTACHING TO SHARES

If, at any time, the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, whether or not the Company is being wound-up, be varied with the consent in writing of the holders of three-fourths of the issued shares of that class or with the sanction of a resolution passed by a majority of the votes cast at a separate general meeting of the holders of the shares of the class at which meeting the necessary quorum shall be two persons at least holding or representing by proxy one-third of the issued shares of the class. The rights conferred upon the holders of the shares of any class or series issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class or series, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith.

DIVIDENDS AND CAPITALISATION

17.

DIVIDENDS

17.1.

The Board may, subject to these Articles and in accordance with the Act, declare a dividend to be paid to the Members, in proportion to the number of shares held by them, and such dividend may be paid in cash or wholly or partly by the distribution of specific assets (which may consist of the shares or securities of any other company).

17.2.

Where the Board determines that a dividend shall be paid wholly or partly by the distribution of specific assets, the Board may settle all questions concerning such distribution. Without limiting the generality of the foregoing, the Board may fix the value of such specific assets and vest any such specific assets in trustees on such terms as the Board thinks fit.


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17.3.

Dividends may be declared and paid out of profits of the Company, realised or unrealised, or from any reserve set aside from profits which the Board determines is no longer needed, or not in the same amount. Dividends may also be declared and paid out of share premium account or any other fund or account which can be authorised for this purpose in accordance with the Act.

17.4.

No unpaid dividend shall bear interest as against the Company.

17.5.

The Company may pay dividends in proportion to the amount paid up on each share where a larger amount is paid up on some shares than on others.

17.6.

The Board may declare and make such other distributions (in cash or in specie) to the Members as may be lawfully made out of the assets of the Company. No unpaid distribution shall bear interest as against the Company.

17.7.

The Board may fix any date as the record date for determining the Members entitled to receive any dividend or other distribution, but, unless so fixed, the record date shall be the date of the Directors’ resolution declaring same.

18.

POWER TO SET ASIDE PROFITS

18.1.

The Board may, before declaring a dividend, set aside out of the surplus or profits of the Company, such amount as it thinks proper as a reserve to be used to meet contingencies or for equalising dividends or for any other purpose. Pending application, such sums may be employed in the business of the Company or invested, and need not be kept separate from other assets of the Company. The Board may also, without placing the same to reserve, carry forward any profit which it decides not to distribute.

18.2.

Subject to any direction from the Company in general meeting, the Board may on behalf of the Company exercise all the powers and options conferred on the Company by the Act in regard to the Company’s share premium account.

19.

METHOD OF PAYMENT

19.1.

Any dividend, interest, or other monies payable in cash in respect of the shares may be paid to such person and in such manner (including, without limitation, cheque, draft, electronic transfer etc.) as the Member may in writing direct.


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19.2.

In the case of joint holders of shares, any dividend, interest or other monies payable in cash in respect of shares may be paid to such person and in such manner (including, without limitation, cheque, draft, electronic transfer etc.) as the joint holders may in writing direct. If two or more persons are registered as joint holders of any shares any one can give an effectual receipt for any dividend paid in respect of such shares.

19.3.

The Board may deduct from the dividends or distributions payable to any Member all monies due from such Member to the Company on account of calls or otherwise.

20.

CAPITALISATION

20.1.

The Board may capitalise any amount for the time being standing to the credit of any of the Company’s share premium or other reserve accounts or to the credit of the profit and loss account or otherwise available for distribution by applying such amount in paying up unissued shares to be allotted as fully paid bonus shares pro rata to the Members.

20.2.

The Board may capitalise any amount for the time being standing to the credit of a reserve account or amounts otherwise available for dividend or distribution by applying such amounts in paying up in full, partly or nil paid shares of those Members who would have been entitled to such amounts if they were distributed by way of dividend or distribution.

MEETINGS OF MEMBERS

21.

ANNUAL GENERAL MEETINGS

The Company may in each year hold a general meeting as its annual general meeting. The annual general meeting of the Company may be held at such time and place as the Chairman of the Company (if there is one) (the “Chairman”) or any two Directors or any Director and the Secretary or the Board shall appoint.

22.

EXTRAORDINARY GENERAL MEETINGS

22.1.

General meetings other than annual general meetings shall be called extraordinary general meetings.


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22.2.

The Chairman or any two Directors or any Director and the Secretary or the Board may convene an extraordinary general meeting whenever in their judgment such a meeting is necessary.

23.

REQUISITIONED GENERAL MEETINGS

23.1.

The Board shall, on the requisition of Members holding at the date of the deposit of the requisition not less than one-tenth of such of the paid-up share capital of the Company as at the date of the deposit carries the right to vote at general meetings, forthwith proceed to convene an extraordinary general meeting. To be effective the requisition shall state the objects of the meeting, shall be in writing, signed by the requisitionists, and shall be deposited at the registered office. The requisition may consist of several documents in like form each signed by one or more requisitionists.

23.2.

If the Board does not, within twenty-one days from the date of the requisition, duly proceed to call an extraordinary general meeting, the requisitionists, or any of them representing more than one half of the total voting rights of all of them, may themselves convene an extraordinary general meeting; but any meeting so called shall not be held more than ninety days after the requisition. An extraordinary general meeting called by requisitionists shall be called in the same manner, as nearly as possible, as that in which general meetings are to be called by the Board.

24.

NOTICE

24.1.

At least five days’ notice of an annual general meeting shall be given to each Member entitled to attend and vote thereat, stating the date, place and time at which the meeting is to be held and if different, the record date for determining Members entitled to attend and vote at the general meeting, and, as far as practicable, the other business to be conducted at the meeting.

24.2.

At least five days’ notice of an extraordinary general meeting shall be given to each Member entitled to attend and vote thereat, stating the date, time, place and the general nature of the business to be considered at the meeting.

24.3.

The Board may fix any date as the record date for determining the Members entitled to receive notice of and to vote at any general meeting of the Company but, unless so fixed, as regards the entitlement to receive notice of a meeting or notice of any other matter, the record date shall be the date of despatch of the notice and, as regards the entitlement to vote at a meeting, and any adjournment thereof, the record date shall be the date of the original meeting.


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24.4.

A general meeting shall, notwithstanding that it is called on shorter notice than that specified in these Articles, be deemed to have been properly called if it is so agreed by (i) all the Members entitled to attend and vote thereat in the case of an annual general meeting; and (ii) in the case of an extraordinary general meeting, by seventy-five percent of the Members entitled to attend and vote thereat.

24.5.

The accidental omission to give notice of a general meeting to, or the non-receipt of a notice of a general meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.

25.

GIVING NOTICE AND ACCESS

25.1.

A notice may be given by the Company to a Member:

(a)

by delivering it to such Member in person, in which case the notice shall be deemed to have been served upon such delivery; or

(b)

by sending it by post to such Member’s address in the Register of Members, in which case the notice shall be deemed to have been served seven days after the date on which it is deposited, with postage prepaid, in the mail; or

(c)

by sending it by courier to such Member’s address in the Register of Members, in which case the notice shall be deemed to have been served two days after the date on which it is deposited, with courier fees paid, with the courier service; or

(d)

by transmitting it by electronic means (including facsimile and electronic mail, but not telephone) in accordance with such directions as may be given by such Member to the Company for such purpose, in which case the notice shall be deemed to have been served at the time that it would in the ordinary course be transmitted; or

(e)

by publication of an electronic record of it on a website and notification of such publication (which shall include the address of the website, the place on the website where the document may be found, and how the document may be accessed on the website), such notification being given by any of the methods set out in paragraphs (a) through (d) hereof, in which case the notice shall be deemed to have been served at the time when the instructions for access and the posting on the website are complete.


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25.2.

Any notice required to be given to a Member shall, with respect to any shares held jointly by two or more persons, be given to whichever of such persons is named first in the Register of Members and notice so given shall be sufficient notice to all the holders of such shares.

25.3.

In proving service under paragraphs 25.1(b), (c) and (d), it shall be sufficient to prove that the notice was properly addressed and prepaid, if posted or sent by courier, and the time when it was posted, deposited with the courier, or transmitted by electronic means.

26.

POSTPONEMENT OF GENERAL MEETING

The Board may postpone any general meeting called in accordance with these Articles provided that notice of postponement is given to the Members before the time for such meeting. Notice of the date, time and place for the postponed meeting shall be given to each Member in accordance with Article 25 of these Articles.

27.

ELECTRONIC PARTICIPATION IN MEETINGS

Members may participate in any general meeting by such telephonic, electronic or other communication facilities or means as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting.

28.

QUORUM AT GENERAL MEETINGS

28.1.

At any general meeting two or more persons present in person and representing in person or by proxy in excess of 50% of the total issued voting shares in the Company throughout the meeting shall form a quorum for the transaction of business, provided that if the Company shall at any time have only one Member, one Member present in person or by proxy shall form a quorum for the transaction of business at any general meeting held during such time.

28.2.

If within half an hour from the time appointed for the meeting a quorum is not present, then, in the case of a meeting convened on a requisition, the meeting shall be deemed cancelled and, in any other case, the meeting shall stand adjourned to the same day one week later, at the same time and place or to such other day, time or place as the Board may determine. Unless the meeting is adjourned to a specific date, time and place announced at the meeting being adjourned, fresh notice of the resumption of the meeting shall be given to each Member entitled to attend and vote thereat in accordance with these Articles.


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29.

CHAIRMAN TO PRESIDE

Unless otherwise agreed by a majority of those attending and entitled to vote thereat, the Chairman, if there be one, shall act as chairman at all meetings of the Members at which such person is present. In his absence, a chairman of the meeting shall be appointed or elected by those present at the meeting and entitled to vote.

30.

VOTING ON RESOLUTIONS

30.1.

Subject to the Act and these Articles, any question proposed for the consideration of the Members at any general meeting shall be decided by the affirmative votes of a majority of the votes cast in accordance with these Articles and in the case of an equality of votes the resolution shall fail.

30.2.

No Member shall be entitled to vote at a general meeting unless such Member has paid all the calls on all shares held by such Member.

30.3.

At any general meeting a resolution put to the vote of the meeting shall, in the first instance, be voted upon by a show of hands and, subject to any rights or restrictions for the time being lawfully attached to any class of shares and subject to these Articles, every Member present in person and every person holding a valid proxy at such meeting shall be entitled to one vote and shall cast such vote by raising his hand.

30.4.

At any general meeting if an amendment is proposed to any resolution under consideration and the chairman of the meeting rules on whether or not the proposed amendment is out of order, the proceedings on the substantive resolution shall not be invalidated by any error in such ruling.

30.5.

At any general meeting a declaration by the chairman of the meeting that a question proposed for consideration has, on a show of hands, been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in a book containing the minutes of the proceedings of the Company shall, subject to these Articles, be conclusive evidence of that fact.

31.

POWER TO DEMAND A VOTE ON A POLL

31.1.

Notwithstanding the foregoing, a poll may be demanded by the chairman of the meeting or at least one Member.


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31.2.

Where a poll is demanded, subject to any rights or restrictions for the time being lawfully attached to any class of shares, every person present at such meeting shall have one vote for each share of which such person is the holder or for which such person holds a proxy and such vote shall be counted by ballot as described herein, or in the case of a general meeting at which one or more Members are present by telephone, electronic or other communication facilities or means, in such manner as the chairman of the meeting may direct and the result of such poll shall be deemed to be the resolution of the meeting at which the poll was demanded and shall replace any previous resolution upon the same matter which has been the subject of a show of hands. A person entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way.

31.3.

A poll demanded for the purpose of electing a chairman of the meeting or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such time and in such manner during such meeting as the chairman of the meeting may direct. Any business other than that upon which a poll has been demanded may be conducted pending the taking of the poll.

31.4.

Where a vote is taken by poll, each person physically present and entitled to vote shall be furnished with a ballot paper on which such person shall record his vote in such manner as shall be determined at the meeting having regard to the nature of the question on which the vote is taken, and each ballot paper shall be signed or initialled or otherwise marked so as to identify the voter and the registered holder in the case of a proxy. Each person present by telephone, electronic or other communication facilities or means shall cast his vote in such manner as the chairman of the meeting shall direct. At the conclusion of the poll, the ballot papers and votes cast in accordance with such directions shall be examined and counted by a committee of not less than two Members or proxy holders appointed by the chairman of the meeting for the purpose and the result of the poll shall be declared by the chairman of the meeting.

32.

VOTING BY JOINT HOLDERS OF SHARES

In the case of joint holders, the vote of the senior who tenders a vote (whether in person or by proxy) shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register of Members.


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33.

INSTRUMENT OF PROXY

33.1.

An instrument appointing a proxy shall be in writing or transmitted by electronic mail in substantially the following form or such other form as the chairman of the meeting shall accept:

Proxy

NeuroMind AI Corp. (the “Company”)

I/We, [insert names here] , being a Member of the Company with [number] shares, HEREBY APPOINT [name] of [address] or failing him, [name] of [address] to be my/our proxy to vote for me/us at the meeting of the Members to be held on [date] and at any adjournment thereof. [Any restrictions on voting to be inserted here].

	Signed this [date]



	Member(s)

33.2.

The instrument of proxy shall be signed or, in the case of a transmission by electronic mail, electronically signed in a manner acceptable to the chairman of the meeting, by the appointor or by the appointor’s attorney duly authorised in writing, or if the appointor is a corporation, either under its seal or signed or, in the case of a transmission by electronic mail, electronically signed in a manner acceptable to the chairman of the meeting, by a duly authorised officer or attorney.

33.3.

A Member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf in respect of different shares.

33.4.

The decision of the chairman of any general meeting as to the validity of any appointment of a proxy shall be final.


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34.

REPRESENTATION OF CORPORATE MEMBER

34.1.

A corporation which is a Member may, by written instrument, authorise such person or persons as it thinks fit to act as its representative at any meeting and any person so authorised shall be entitled to exercise the same powers on behalf of the corporation which such person represents as that corporation could exercise if it were an individual Member, and that Member shall be deemed to be present in person at any such meeting attended by its authorised representative or representatives.

34.2.

Notwithstanding the foregoing, the chairman of the meeting may accept such assurances as he thinks fit as to the right of any person to attend and vote at general meetings on behalf of a corporation which is a Member.

35.

ADJOURNMENT OF GENERAL MEETING

The chairman of a general meeting may, with the consent of the Members at any general meeting at which a quorum is present, and shall if so directed by the meeting, adjourn the meeting. Unless the meeting is adjourned to a specific date, place and time announced at the meeting being adjourned, fresh notice of the date, place and time for the resumption of the adjourned meeting shall be given to each Member entitled to attend and vote thereat, in accordance with these Articles.

36.

WRITTEN RESOLUTIONS

36.1.

Subject to these Articles, anything which may be done by resolution of the Company in general meeting or by resolution of a meeting of any class of the Members may be done without a meeting by written resolution in accordance with this Article.

36.2.

A written resolution is passed when it is signed by (or in the case of a Member that is a corporation, on behalf of) all the Members, or all the Members of the relevant class thereof, entitled to vote thereon and may be signed in as many counterparts as may be necessary.

36.3.

A resolution in writing made in accordance with this Article is as valid as if it had been passed by the Company in general meeting or by a meeting of the relevant class of Members, as the case may be, and any reference in any Article to a meeting at which a resolution is passed or to Members voting in favour of a resolution shall be construed accordingly.


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36.4.

A resolution in writing made in accordance with this Article shall constitute minutes for the purposes of the Act.

36.5.

For the purposes of this Article, the date of the resolution is the date when the resolution is signed by (or in the case of a Member that is a corporation, on behalf of) the last Member to sign and any reference in any Article to the date of passing of a resolution is, in relation to a resolution made in accordance with this Article, a reference to such date.

37.

DIRECTORS ATTENDANCE AT GENERAL MEETINGS

The Directors shall be entitled to receive notice of, attend and be heard at any general meeting.

DIRECTORS AND OFFICERS

38.

ELECTION OF DIRECTORS

38.1.

The Directors shall be elected or appointed in writing in the first place by the subscribers to the Memorandum of Association or by a majority of them. There shall be no shareholding qualification for Directors unless prescribed by Special Resolution.

38.2.

The Board may from time to time appoint any person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors, subject to any upper limit on the number of Directors prescribed pursuant to these Articles.

38.3.

The Company may from time to time by ordinary resolution appoint any person to be a Director.

39.

NUMBER OF DIRECTORS

The Board shall consist of not less than one Director or such number in excess thereof as the Board may determine.

40.

TERM OF OFFICE OF DIRECTORS

An appointment of a Director may be on terms that the Director shall automatically retire from office (unless he has sooner vacated office) at the next or a subsequent annual general meeting or upon any specified event or after any specified period; but no such term shall be implied in the absence of express provision.


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41.

ALTERNATE DIRECTORS

41.1.

At any general meeting, the Members may elect a person or persons to act as a Director in the alternative to any one or more Directors or may authorise the Board to appoint such Alternate Directors.

41.2.

Unless the Members otherwise resolve, any Director may appoint a person or persons to act as a Director in the alternative to himself by notice deposited with the Secretary.

41.3.

Any person elected or appointed pursuant to this Article shall have all the rights and powers of the Director or Directors for whom such person is elected or appointed in the alternative, provided that such person shall not be counted more than once in determining whether or not a quorum is present.

41.4.

An Alternate Director shall be entitled to receive notice of all Board meetings and to attend and vote at any such meeting at which a Director for whom such Alternate Director was appointed in the alternative is not personally present and generally to perform at such meeting all the functions of such Director for whom such Alternate Director was appointed.

41.5.

An Alternate Director’s office shall terminate -

(a)

in the case of an alternate elected by the Members:

(i)

on the occurrence in relation to the Alternate Director of any event which, if it occurred in relation to the Director for whom he was elected to act, would result in the termination of that Director; or

(ii)

if the Director for whom he was elected in the alternative ceases for any reason to be a Director, provided that the alternate removed in these circumstances may be re-appointed by the Board as an alternate to the person appointed to fill the vacancy; and

(b)

in the case of an alternate appointed by a Director:

(i)

on the occurrence in relation to the Alternate Director of any event which, if it occurred in relation to his appointor, would result in the termination of the appointor’s directorship; or


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(ii)

when the Alternate Director’s appointor revokes the appointment by notice to the Company in writing specifying when the appointment is to terminate; or

(iii)

if the Alternate Director’s appointor ceases for any reason to be a Director.

41.6.

If an Alternate Director is himself a Director or attends a Board meeting as the Alternate Director of more than one Director, his voting rights shall be cumulative.

41.7.

Unless the Board determines otherwise, an Alternate Director may also represent his appointor at meetings of any committee of the Board on which his appointor serves; and the provisions of this Article shall apply equally to such committee meetings as to Board meetings.

41.8.

Save as provided in these Articles an Alternate Director shall not, as such, have any power to act as a Director or to represent his appointor and shall not be deemed to be a Director for the purposes of these Articles.

42.

REMOVAL OF DIRECTORS

The Company may from time to time by ordinary resolution remove any Director from office, whether or not appointing another in his stead.

43.

VACANCY IN THE OFFICE OF DIRECTOR

The office of Director shall be vacated if the Director:

(a)

is removed from office pursuant to these Articles;

(b)

dies or becomes bankrupt, or makes any arrangement or composition with his creditors generally;

(c)

is or becomes of unsound mind or an order for his detention is made under the Mental Health Act of the Cayman Islands or any analogous law of a jurisdiction outside the Cayman Islands, or dies; or

(d)

resigns his office by notice to the Company.


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44.

REMUNERATION OF DIRECTORS

The remuneration (if any) of the Directors shall, subject to any direction that may be given by the Company in general meeting, be determined by the Board as it may from time to time determine and shall be deemed to accrue from day to day. The Directors may also be paid all travel, hotel and other expenses properly incurred by them in attending and returning from Board meetings, any committee appointed by the Board, general meetings, or in connection with the business of the Company or their duties as Directors generally.

45.

DEFECT IN APPOINTMENT

All acts done in good faith by the Board, any Director, a member of a committee appointed by the Board, any person to whom the Board may have delegated any of its powers, or any person acting as a Director shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any Director or person acting as aforesaid, or that he was, or any of them were, disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director or act in the relevant capacity.

46.

DIRECTORS TO MANAGE BUSINESS

The business of the Company shall be managed and conducted by the Board. In managing the business of the Company, the Board may exercise all such powers of the Company as are not, by the Act or by these Articles, required to be exercised by the Company in general meeting subject, nevertheless, to these Articles and the provisions of the Act.

47.

POWERS OF THE BOARD OF DIRECTORS

The Board may:

(a)

appoint, suspend, or remove any manager, secretary, clerk, agent or employee of the Company and may fix their remuneration and determine their duties;

(b)

exercise all the powers of the Company to borrow money and to mortgage or charge or otherwise grant a security interest in its undertaking, property and uncalled capital, or any part thereof, and may issue debentures, debenture stock and other securities whether outright or as security for any debt, liability or obligation of the Company or any third party;


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(c)

appoint one or more Directors to the office of managing director or chief executive officer of the Company, who shall, subject to the control of the Board, supervise and administer all of the general business and affairs of the Company;

(d)

appoint a person to act as manager of the Company’s day-to-day business and may entrust to and confer upon such manager such powers and duties as it deems appropriate for the transaction or conduct of such business;

(e)

by power of attorney, appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Board, to be an attorney of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board) and for such period and subject to such conditions as it may think fit and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions so vested in the attorney;

(f)

procure that the Company pays all expenses incurred in promoting and incorporating the Company;

(g)

delegate any of its powers (including the power to sub-delegate) to a committee of one or more persons appointed by the Board and every such committee shall conform to such directions as the Board shall impose on them. Subject to any directions or regulations made by the Board for this purpose, the meetings and proceedings of any such committee shall be governed by the provisions of these Articles regulating the meetings and proceedings of the Board, including provisions for written resolutions;

(h)

delegate any of its powers (including the power to sub-delegate) to any person on such terms and in such manner as the Board may see fit;

(i)

present any petition and make any application in connection with the liquidation or reorganisation of the Company;

(j)

in connection with the issue of any share, pay such commission and brokerage as may be permitted by law; and

(k)

authorise any company, firm, person or body of persons to act on behalf of the Company for any specific purpose and in connection therewith to execute any deed, agreement, document or instrument on behalf of the Company.


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48.

The Board shall keep and maintain a Register of Directors and Officers in accordance with the Act.

49.

OFFICERS

The Officers shall consist of a Secretary and such additional Officers as the Board may determine all of whom shall be deemed to be Officers for the purposes of these Articles.

50.

APPOINTMENT OF OFFICERS

The Secretary (and additional Officers, if any) shall be appointed by the Board from time to time.

51.

DUTIES OF OFFICERS

The Officers shall have such powers and perform such duties in the management, business and affairs of the Company as may be delegated to them by the Board from time to time.

52.

REMUNERATION OF OFFICERS

The Officers shall receive such remuneration as the Board may determine.

53.

CONFLICTS OF INTEREST

53.1.

Any Director, or any Director’s firm, partner or any company with whom any Director is associated, may act in any capacity for, be employed by or render services to the Company on such terms, including with respect to remuneration, as may be agreed between the parties. Nothing herein contained shall authorise a Director or a Director’s firm, partner or company to act as Auditor to the Company.

53.2.

A Director who is directly or indirectly interested in a contract or proposed contract with the Company (an “Interested Director”) shall declare the nature of such interest.


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53.3.

An Interested Director who has complied with the requirements of the foregoing Article may:

(a)

vote in respect of such contract or proposed contract; and/or

(b)

be counted in the quorum for the meeting at which the contract or proposed contract is to be voted on,

and no such contract or proposed contract shall be void or voidable by reason only that the Interested Director voted on it or was counted in the quorum of the relevant meeting and the Interested Director shall not be liable to account to the Company for any profit realised thereby.

54.

INDEMNIFICATION AND EXCULPATION OF DIRECTORS AND OFFICERS

54.1.

The Directors, Secretary and other Officers (such term to include any person appointed to any committee by the Board) acting in relation to any of the affairs of the Company or any subsidiary thereof, and the liquidator or trustees (if any) acting in relation to any of the affairs of the Company or any subsidiary thereof and every one of them (whether for the time being or formerly) and their heirs, executors, administrators and personal representatives (each an “indemnified party”) shall be indemnified and secured harmless out of the assets of the Company from and against all actions, costs, charges, losses, damages and expenses which they or any of them shall or may incur or sustain by or by reason of any act done, concurred in or omitted in or about the execution of their duty, or supposed duty, or in their respective offices or trusts, and no indemnified party shall be answerable for the acts, receipts, neglects or defaults of the others of them or for joining in any receipts for the sake of conformity, or for any bankers or other persons with whom any monies or effects belonging to the Company shall or may be lodged or deposited for safe custody, or for insufficiency or deficiency of any security upon which any monies of or belonging to the Company shall be placed out on or invested, or for any other loss, misfortune or damage which may happen in the execution of their respective offices or trusts, or in relation thereto, PROVIDED THAT this indemnity shall not extend to any matter in respect of any fraud or dishonesty in relation to the Company which may attach to any of the indemnified parties. Each Member agrees to waive any claim or right of action such Member might have, whether individually or by or in the right of the Company, against any Director or Officer on account of any action taken by such Director or Officer, or the failure of such Director or Officer to take any action in the performance of his duties with or for the Company or any subsidiary thereof, PROVIDED THAT such waiver shall not extend to any matter in respect of any fraud or dishonesty in relation to the Company which may attach to such Director or Officer.

54.2.

The Company may purchase and maintain insurance for the benefit of any Director or Officer against any liability incurred by him in his capacity as a Director or Officer or indemnifying such Director or Officer in respect of any loss arising or liability attaching to him by virtue of any rule of law in respect of any negligence, default, breach of duty or breach of trust of which the Director or Officer may be guilty in relation to the Company or any subsidiary thereof.


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MEETINGS OF THE BOARD OF DIRECTORS

55.

BOARD MEETINGS

The Board may meet for the transaction of business, adjourn and otherwise regulate its meetings as it sees fit. A resolution put to the vote at a Board meeting shall be carried by the affirmative votes of a majority of the votes cast and in the case of an equality of votes the resolution shall fail.

56.

NOTICE OF BOARD MEETINGS

A Director may, and the Secretary on the requisition of a Director shall, at any time summon a Board meeting. Notice of a Board meeting shall be deemed to be duly given to a Director if it is given to such Director verbally (including in person or by telephone) or otherwise communicated or sent to such Director by post, electronic means or other mode of representing words in a visible form at such Director’s last known address or in accordance with any other instructions given by such Director to the Company for this purpose.

57.

ELECTRONIC PARTICIPATION IN MEETINGS

Directors may participate in any meeting by such telephonic, electronic or other communication facilities or means as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting.

58.

REPRESENTATION OF DIRECTOR

58.1.

A Director which is a corporation may, by written instrument, authorise such person or persons as it thinks fit to act as its representative at any meeting and any person so authorised shall be entitled to exercise the same powers on behalf of the corporation which such person represents as that corporation could exercise if it were an individual Director, and that Director shall be deemed to be present in person at any such meeting attended by its authorised representative or representatives.


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58.2.

Notwithstanding the foregoing, the chairman of the meeting may accept such assurances as he thinks fit as to the right of any person to attend and vote at Board meetings on behalf of a corporation which is a Director.

58.3.

A Director who is not present at a Board meeting, and whose Alternate Director (if any) is not present at the meeting, may be represented at the meeting by a proxy duly appointed, in which event the presence and vote of the proxy shall be deemed to be that of the Director. All the provisions of these Articles regulating the appointment of proxies by Members shall apply equally to the appointment of proxies by Directors.

59.

QUORUM AT BOARD MEETINGS

The quorum necessary for the transaction of business at a Board meeting shall be two Directors, provided that if there is only one Director for the time being in office the quorum shall be one.

60.

BOARD TO CONTINUE IN THE EVENT OF VACANCY

The Board may act notwithstanding any vacancy in its number.

61.

CHAIRMAN TO PRESIDE

Unless otherwise agreed by a majority of the Directors attending, the Chairman, if there be one, shall act as chairman at all Board meetings at which such person is present. In his absence a chairman of the meeting shall be appointed or elected by the Directors present at the meeting.

62.

WRITTEN RESOLUTIONS

62.1.

Anything which may be done by resolution of the Directors may, without a meeting and without any previous notice being required, be done by written resolution in accordance with this Article.

62.2.

A written resolution may be signed by (or in the case of a Director that is a corporation, on behalf of) all the Directors in as many counterparts as may be necessary.


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62.3.

A written resolution made in accordance with this Article is as valid as if it had been passed by the Directors in a directors’ meeting, and any reference in any Article to a meeting at which a resolution is passed or to Directors voting in favour of a resolution shall be construed accordingly.

62.4.

A resolution in writing made in accordance with this Article shall constitute minutes for the purposes of the Act.

62.5.

For the purposes of this Article, the date of the resolution is the date when the resolution is signed by (or in the case of a Director that is a corporation, on behalf of) the last Director to sign and any reference in any Article to the date of passing of a resolution is, in relation to a resolution made in accordance with this Article, a reference to such date.

63.

VALIDITY OF PRIOR ACTS OF THE BOARD

No regulation or alteration to these Articles made by the Company in general meeting shall invalidate any prior act of the Board which would have been valid if that regulation or alteration had not been made.

CORPORATE RECORDS

64.

MINUTES

The Board shall cause minutes to be duly entered in books provided for the purpose:

(a)

of all elections and appointments of Officers;

(b)

of the names of the Directors present at each Board meeting and of any committee appointed by the Board; and

(c)

of all resolutions and proceedings of general meetings of the Members, Board meetings, meetings of managers and meetings of committees appointed by the Board.

65.

65.1.

The Board shall cause to be kept the Register of Mortgages and Charges required by the Act.

65.2.

The Register of Mortgages and Charges shall be open to inspection in accordance with the Act, at the registered office of the Company on every business day in the Cayman Islands, subject to such reasonable restrictions as the Board may impose, so that not less than two hours in each such business day be allowed for inspection.


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66.

FORM AND USE OF SEAL

66.1.

The Company may adopt a seal, which shall bear the name of the Company in legible characters, and which may, at the discretion of the Board, be followed with or preceded by its dual foreign name or translated name (if any), in such form as the Board may determine. The Board may adopt one or more duplicate seals for use in or outside Cayman and, if the Board thinks fit, a duplicate Seal may bear on its face the name of the country, territory, district or place where it is to be issued.

66.2.

The Seal (if any) shall only be used by the authority of the Board or of a committee of the Board authorised by the Board in that behalf and, until otherwise determined by the Board, the Seal shall be affixed in the presence of a Director or the Secretary or an assistant secretary or some other person authorised for this purpose by the Board or the committee of the Board.

66.3.

Notwithstanding the foregoing, the Seal (if any) may without further authority be affixed by way of authentication to any document required to be filed with the Registrar of Companies in the Cayman Islands, and may be so affixed by any Director, Secretary or assistant secretary of the Company or any other person or institution having authority to file the document as aforesaid.

ACCOUNTS

67.

BOOKS OF ACCOUNT

67.1.

The Board shall cause to be kept proper books of account including, where applicable, material underlying documentation including contracts and invoices, and with respect to:-

(a)

all sums of money received and expended by the Company and the matters in respect of which the receipt and expenditure takes place;

(b)

all sales and purchases of goods by the Company; and

(c)

all assets and liabilities of the Company.


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67.2.

Such books of account shall be kept and proper books of account shall not be deemed to be kept with respect to the matters aforesaid if there are not kept, at such place as the Board thinks fit, such books as are necessary to give a true and fair view of the state of the Company’s affairs and to explain its transactions.

67.3.

Such books of account shall be retained for a minimum period of five years from the date on which they are prepared.

67.4.

No Member (not being a Director) shall have any right of inspecting any account or book or document of the Company.

68.

FINANCIAL YEAR END

The financial year end of the Company shall be 31st December in each year but, subject to any direction of the Company in general meeting, the Board may from time to time prescribe some other period to be the financial year, provided that the Board may not without the sanction of an ordinary resolution prescribe or allow any financial year longer than eighteen months.

AUDITS

69.

AUDIT

Nothing in these Articles shall be construed as making it obligatory to appoint Auditors.

70.

APPOINTMENT OF AUDITORS

70.1.

The Company may in general meeting appoint Auditors to hold office for such period as the Members may determine.

70.2.

Whenever there are no Auditors appointed as aforesaid the Board may appoint Auditors to hold office for such period as the Board may determine or earlier removal from office by the Company in general meeting.

70.3.

The Auditor may be a Member but no Director, Officer or employee of the Company shall, during his continuance in office, be eligible to act as an Auditor of the Company.


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71.

REMUNERATION OF AUDITORS

71.1.

The remuneration of an Auditor appointed by the Members shall be fixed by the Company in general meeting.

71.2.

The remuneration of an Auditor appointed by the Board in accordance with these Articles shall be fixed by the Board.

72.

DUTIES OF AUDITOR

The Auditor shall make a report to the Members on the accounts examined by him and on every set of financial statements laid before the Company in general meeting, or circulated to Members, pursuant to this Article during the Auditor’s tenure of office.

73.

ACCESS TO RECORDS

73.1.

The Auditor shall at all reasonable times have access to the Company’s books, accounts and vouchers and shall be entitled to require from the Company’s Directors and Officers such information and explanations as the Auditor thinks necessary for the performance of the Auditor’s duties and, if the Auditor fails to obtain all the information and explanations which, to the best of his knowledge and belief, are necessary for the purposes of their audit, he shall state that fact in his report to the Members.

73.2.

The Auditor shall be entitled to attend any general meeting at which any financial statements which have been examined or reported on by him are to be laid before the Company and to make any statement or explanation he may desire with respect to the financial statements.

VOLUNTARY WINDING-UP AND DISSOLUTION

74.

WINDING-UP

74.1.

The Company may be voluntarily wound-up by a Special Resolution.

74.2.

If the Company shall be wound up the liquidator may, with the sanction of a Special Resolution, divide amongst the Members in specie or in kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may, for such purpose, set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like sanction, vest the whole or any part of such assets in the trustees upon such trusts for the benefit of the Members as the liquidator shall think fit, but so that no Member shall be compelled to accept any shares or other securities or assets whereon there is any liability.


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CHANGES TO CONSTITUTION

75.

CHANGES TO ARTICLES

Subject to the Act and to the conditions contained in its Memorandum of Association, the Company may, by Special Resolution, alter or add to its Articles.

76.

CHANGES TO THE MEMORANDUM OF ASSOCIATION

Subject to the Act and these Articles, the Company may from time to time by Special Resolution alter its Memorandum of Association with respect to any objects, powers or other matters specified therein.

77.

DISCONTINUANCE

The Board may exercise all the powers of the Company to transfer by way of continuation the Company to a named country or jurisdiction outside the Cayman Islands pursuant to the Act.

78.

MERGERS AND CONSOLIDATIONS

The Company shall have the power to merge or consolidate with one or more other constituent companies (as defined in the Act) upon such terms as the Board may determine and (to the extent required by the Act) with the approval of a Special Resolution.


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Exhibit 10.1

Patent Purchase Agreement

This PATENT PURCHASE AGREEMENT (this “Agreement”) is entered into, as of the Effective Date (defined below), by and between Genesis Growth Tech LLC, a Cayman Islands limited liability company, with an office at SIX, 2^nd Floor, Cricket Square, PO Box 2681, Grand Cayman KY1-1111, Cayman Islands (“Purchaser”), and MindMaze Group SA, a Swiss corporation, with an office at Chemin de Roseneck 5, Lausanne 1006, Switzerland (“Seller”). The parties hereby agree as follows:

1. BACKGROUND

1.1. Seller owns certain provisional patent applications, non-provisional patent applications, patents, and/or related foreign patents and applications.

1.2. Seller wishes to sell to Purchaser all right, title, and interest in such patents and applications and the causes of action to sue for infringement thereof and other enforcement rights.

1.3. Purchaser wishes to purchase from Seller all right, title, and interest in the Assigned Patent Rights (defined below), free and clear of any restrictions, liens, claims, and encumbrances, except as expressly set forth herein.

2. DEFINITIONS

“Affiliate” means: any corporation, company or other entity of which a party hereto directly or indirectly (i) has voting shares or other voting securities, ownership and control of more than fifty percent (50%) of the outstanding shares or securities entitled to vote for the election of directors or similar managing authority of such entity or (ii) does not have outstanding shares or securities, but has more than fifty percent (50%) of the ownership interest representing the right to manage such entity. An entity shall be deemed to be an Affiliate under this Agreement only so long as all the requirements of being an Affiliate in as (i) or (ii) above are met.

“Assigned Patent Rights” means the Patents and the additional rights set forth in paragraph 4.2.

“Docket” means Seller’s or its agents’ list or other means of tracking information relating to the prosecution or maintenance of the Patents throughout the world, including, without limitation, information relating to deadlines, payments, and filings, which is current as of the Effective Date.

“Effective Date” means the date set forth as the Effective Date on the signature page of this Agreement.

“Executed Assignment” means the executed and notarized Assignment of Patent Rights in Exhibit B as signed by a duly authorized representative of Seller.

“Field of Use” means healthcare, including, but not limited to, the assessment, diagnosis, and treatment of patients.

“Patent History Files” means the names, addresses, email addresses, and phone numbers of prosecution counsel and agents, and all files, documents and tangible things, as those terms have been interpreted pursuant to rules and laws governing the production of documents and things, constituting, comprising or relating to the investigation, evaluation, preparation, prosecution, maintenance, defense, filing, issuance, registration, assertion or enforcement of the Patents.

“Patents” means (a) all patents and patent applications set forth in Exhibit A and (b) all patents or patent applications (i) to which any of the foregoing directly or indirectly claims priority or (ii) to which any of the foregoing directly or indirectly claims priority; (c) reissues, reexaminations, extensions, continuations, continuations in part, continuing prosecution applications, requests for continuing examinations, divisions, and registrations of any item in any of the foregoing categories (a) and (b); and (d) any items in any of the foregoing categories (b) through (c) whether or not expressly listed and whether or not claims in any of the foregoing have been rejected, withdrawn, cancelled, or the like.

“Primary Warranties” means, collectively, the representations and warranties of Seller set forth in paragraphs 6.1, 6.2, 6.3, 6.4, and 6.5 hereof.

“Transmitted Copy” has the meaning set forth in paragraph 8.12.

3. TRANSMITTAL, REVIEW, CLOSING CONDITIONS AND PAYMENT

3.1. Transmittal. Within twenty (20) calendar days following the later of the Effective Date or the date Purchaser receives a Transmitted Copy this Agreement executed by Seller, Seller will send to Purchaser’s legal counsel the Executed Assignment, the List of Prosecution Counsel, the Docket, the Patent History Files as they exist at the time, and all other files and original documents (including, without limitation, Letters Patent, assignments, and other documents necessary to establish that Seller’s representations and warranties of Section 6 are true and correct) in Seller’s possession reasonably relating to the Patents (“Initial Deliverables”). Seller acknowledges and agrees that Purchaser may reasonably request, and Seller will promptly deliver to Purchaser’s legal counsel, additional documents based on Purchaser’s review of the Initial Deliverables (such additional documents and the Initial Deliverables are, collectively, the “Deliverables”), and that as a result of Purchaser’s review, the lists of Patents on Exhibits A and B, may be revised by mutual agreement of Seller and Purchaser before the Closing to conform these lists to the definition of Patents (and these revisions may therefore require the inclusion of additional provisional patent applications, patent applications, and patents on Exhibit A or B or both). To the extent any of the Patents are removed for any reason, the payment in paragraph 3.4 may be reduced by mutual agreement of the parties.

3.2. Closing. The closing of the sale of the Assigned Patent Rights hereunder will occur when all conditions set forth in paragraph 3.3 have been satisfied or waived in writing (the “Closing”). Purchaser and Seller will carry out the Closing on or prior to February 28, 2024. Notwithstanding anything to the contrary in this Agreement, the Closing is expressly subject to and contingent upon Purchaser executing and delivering to Seller’s legal counsel (a) pledge and security agreements granting Seller a first priority, perfected security interest in and to all Assigned Patent Rights (together with all product and proceeds thereof) which may be filed by Seller immediately upon the Closing and (b) assignment of patents in favor of Seller, substantially in the same form as set forth in Exhibit B, to secure the obligations of Purchaser to pay Seller the amount set forth in paragraph 3.4(a) and/or for Seller to exercise its rights pursuant to paragraph 3.5, which assignment shall be held in escrow by Seller’s legal counsel until such time that Seller exercises its rights pursuant to paragraph 3.5. Purchaser shall provide reasonable and prompt cooperation to Seller in connection with any filings required to perfect Seller’s security interests and repurchase and reassignment of the Assigned Patent Rights. For purposes of clarification, upon Seller’s receipt of payment in full for the Assigned Patent Rights as provided in this Agreement, Seller shall promptly release all of its security interests.

3.3. Closing Conditions. The following are conditions precedent to Purchaser’s obligation to make the payment in paragraph 3.4.

(a)

Signature by Seller. Seller timely executed this Agreement and delivered a Transmitted Copy of this Agreement to Purchaser’s legal counsel by not later than September 22^nd, 2023 at 5:00 p.m., Swiss time and promptly delivered two (2) executed originals of this Agreement to Purchaser’s legal counsel.

(b)

Transmittal of Documents. Seller delivered to Purchaser’s legal counsel all the Deliverables including the Executed Assignment.

(c)

Compliance With Agreement. Seller and Purchaser performed and complied in all respects with all of the obligations under this Agreement that are to be performed or complied with by it on or prior to the Closing.

(d)

Representations and Warranties True. Purchaser is reasonably satisfied that, as of the Effective Date and as of the Closing, the representations and warranties of Seller contained in Section 6 are true and correct, and that Seller is reasonably satisfied that, as of the Effective Date and as of the Closing, the representations and warranties of Purchaser contained in Section 7 are true and correct.

(e)

Patents Not Abandoned. Purchaser is satisfied that, as of the Effective Date and as of the Closing, none of the assets that are included in the Patents have expired, lapsed, been abandoned, or deemed withdrawn.

3.4. Payment.

(a)

Closing Payment. On or prior to February 28, 2024, Purchaser shall pay to Seller’s account, as designated by Seller in writing to Purchaser, the amount of Twenty One Million U.S. Dollars (US $21,000,000) by wire transfer of immediately available funds. Such payment shall fully satisfy all payment obligations under this Agreement to Seller which are due on or prior to February 28, 2024. Seller shall be fully responsible for, and Purchaser shall not be liable to Seller or any other person or entity for any dispute regarding, allocation of payment made to Seller under this Agreement. Purchaser may record the Executed Assignment with the applicable patent offices only on or after the Closing, as determined by Purchaser.

3.5. Termination and Survival.

(a)

In the event all conditions to Closing set forth in paragraphs 3.3 and 3.4 are not satisfied on or prior to February 28, 2024, then either party will have the right to terminate this Agreement by delivering written notice of termination to the other party. Upon termination, Purchaser will return to Seller all documents delivered to Purchaser under this Section 3 to Seller.

(b)

In addition to the provisions of paragraph 3.5(a), if Seller has not received US $21,000,000 on or prior to February 28, 2024, then Seller shall have the right to (i) terminate this Agreement by delivering written notice of termination to Purchaser and (ii) repurchase all Assigned Patent Rights from Purchaser in exchange for One U.S. Dollar (US $1.00). If Seller exercises its rights pursuant to this paragraph 3.5(b), then Seller shall have the right to immediately file the assignment of patents referenced in paragraph 3.2(b) to assign, transfer and reconvey all right, title and interest in and to the Assigned Patent Rights back to Seller and, further, Purchaser shall promptly return all Deliverables to Seller.

(c)

The provisions of paragraphs 3.5, 8.1, 8.2, 8.3, 8.4, 8.5, 8.6, 8.7, 8.8, 8.9, 8.10, and 8.11 will survive any termination.

4. TRANSFER OF PATENTS AND ADDITIONAL RIGHTS

4.1. Assignment of Patents. Effective upon the Closing, Seller hereby sells, assigns, transfers, and conveys to Purchaser all right, title, and interest in and to the Assigned Patent Rights. Prior to the Closing, Seller will deliver to Purchaser’s legal counsel a Transmitted Copy of the Assignment of Patent Rights in the form set forth in Exhibit B and will deliver or cause to be delivered to Seller’s legal counsel the original Assignment of Patent Rights in the form set forth in Exhibit B (as may be updated based on Purchaser’s review pursuant to paragraph 3.1).

4.2. Assignment of Additional Rights. Effective upon the Closing, Seller hereby also sells, assigns, transfers, and conveys to Purchaser all right, title and interest in and to all:

(a)

inventions, invention disclosures, and discoveries specifically disclosed in any of the Patents;

(b)

causes of action (whether known or unknown or whether currently pending, filed, or otherwise) and other enforcement rights under, or on account of, any of the Patents, including, without limitation, all causes of action and other enforcement rights for (i) damages, (ii) injunctive relief, and (iii) any other remedies of any kind for past, current and future infringement; and

(c)

rights to collect royalties or other payments under or on account of any of the Patents and/or any of the foregoing.

4.3. License Back to Seller under Patents. Effective upon the Closing, Purchaser hereby grants to Seller and its Affiliates, under the Patents, and for the lives thereof, a worldwide, royalty-free, exclusive, sublicensable, and assignable right and license (“Seller License”) to practice the methods and to make, have made, use, distribute, lease, sell, offer for sale, import, export, develop and otherwise dispose of, exploit and otherwise commercialize any technology covered by the Patents in the Field of Use.

4.4. Revenue Sharing.

(a)

Revenue Sharing. If Purchaser receives any revenue (including, without limitation, sales revenue, royalties, license fees, and any contingent, milestone or earnout-payments) from any third party from the (i) license, sublicense, assignment or transfer of any Patent or (ii) from any sale, transfer, license, lease or rental of any product or service which, but for Purchaser’s ownership of the Patents, would infringe any claim contained in any Patent, then Purchaser shall pay Seller an amount equal to fifty percent (50%) of the gross amount received by Purchaser. For purposes of clarification, the foregoing shall include any service revenue received from supporting or otherwise providing any services in connection with any product which, but for Purchaser’s ownership of the Patents, would infringe any claim contained in any Patent. In the event of any direct or indirect change of control with respect to Purchaser or any sale or transfer of all or any of the Patents (each, an “Extraordinary Transaction”), simultaneous with the closing thereof, Purchaser shall remit an amount equal to fifty percent (50%) of the gross proceeds (including, without limitation, all asset transfer fees as well as all contingent and earn-out payments) to Seller. Notwithstanding the foregoing,

Purchaser shall not have any obligation pursuant to this paragraph 4.4(a) until the Threshold Amount is satisfied. As used herein, the “Threshold Amount” means the first US $44,000,000 (or lesser amount if the principal amount of Purchaser’s credit facility is less than US $44,000,000) of aggregate gross revenue pursuant to this paragraph 4.4(a) including gross proceeds from any Extraordinary Transaction.

(b)

Payment Requirements. Except with respect to any Extraordinary Transaction, Purchaser shall pay the amounts due to Seller pursuant to paragraph 4.4(a) on a calendar quarterly basis not later than thirty (30) days after the end of each calendar quarter. Each payment shall be accompanied by a report setting forth in reasonable detail how the amount paid to Seller was calculated.

(c)

Audit Rights. Seller shall have the right to conduct an audit of the books and records of Purchaser to verify the amounts due hereunder during regular business hours at Purchaser’s offices, provided that Seller shall give at least five (5) business days prior written notice thereof. In no event shall audits be made hereunder more frequently than once every six (6) months. If any audit discloses underreporting, then Purchaser shall promptly pay Seller such amount, together with interest thereon at the rate of one and one-half percent (1.5%) per month (or portion thereof) or the highest interest rate allowed by law, whichever is lower, from the date on which such amount became due. Seller shall bear its own costs and expenses incurred in connection with any such audit and Purchaser shall fully cooperate in good faith with Seller in the conduct of such audit; provided, however, that if the audit reveals that Purchaser has underpaid Seller by more than ten percent (10%), then Purchaser shall also reimburse Seller for all costs of the audit within thirty (30) days of receipt of invoice from Seller.

4.5. Technical Support Obligations. Following the Closing, Seller shall provide Purchaser with a reasonable best effort amount of technical support (up to 10 hours per month) to Purchaser in connection with Purchaser’s understanding the technology covered by the Patents and the claims set forth in the Patents.

5. ADDITIONAL OBLIGATIONS

5.1. Further Cooperation. At the reasonable request of Purchaser, Seller will execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated hereby, including, without limitation, execution, acknowledgment, and recordation of other such papers, and using commercially reasonable efforts to obtain the same from the respective inventors, as necessary or desirable for fully perfecting and conveying unto Purchaser the benefit of the transactions contemplated hereby. To the extent any attorney-client privilege or the attorney work-product doctrine applies to any portion of the Patent History Files, Seller will ensure that, if any such portion of the Patent History File remains under Seller’s possession or control after Closing, it is not disclosed to any third party unless (a) disclosure is ordered by a court of competent jurisdiction, after all appropriate appeals to prevent disclosure have been exhausted, and (b) Seller gave Purchaser prompt notice upon learning that any third party sought or intended to seek a court order requiring the disclosure of any such portion of the Patent History File. In addition, Seller will continue to prosecute, maintain, and defend the Patents at its sole expense until the Closing.

5.2. Payment of Fees. Seller will pay any maintenance fees, annuities, and the like due or payable on the Patents until the Closing. For the avoidance of doubt, Seller shall pay any maintenance fees for which the fee is payable (e.g., the fee payment window opens) on or prior to the Closing even if the surcharge date or final deadline for payment of such fee would be within one month after the Closing.

6. REPRESENTATIONS AND WARRANTIES OF SELLER

Seller hereby represents and warrants to Purchaser as follows that, as of the Effective Date and as of the Closing:

6.1 Authority. Seller has the full power and authority and has obtained all third party consents, approvals, and/or other authorizations required to enter into this Agreement and to carry out its obligations hereunder, including, without limitation, the assignment of the Assigned Patent Rights to Purchaser.

6.2 Title and Contest. Seller owns all right, title, and interest to the Assigned Patent Rights, including, without limitation, all right, title, and interest to sue for infringement of the Patents. Seller has obtained and properly recorded previously executed assignments for the Patents as necessary to fully perfect its rights and title therein in accordance with governing law and regulations in each respective jurisdiction. The Assigned Patent Rights are free and clear of all liens, claims, mortgages, security interests or other encumbrances, and restrictions. There are no actions, suits, investigations, claims, or proceedings threatened, pending, or in progress relating in any way to the Assigned Patent Rights. There are no existing contracts, agreements, options, commitments, proposals, bids, offers, or rights with, to, or in any person to acquire any of the Assigned Patent Rights.

6.3 Existing Licenses. No licenses under the Patents, or interest or rights in any of the Assigned Patent Rights, have been granted or retained by Seller, any prior owners, or inventors.

6.4 Restrictions on Rights. Purchaser will not be subject to any covenant not to sue or similar restrictions on its enforcement or enjoyment of the Assigned Patent Rights as a result of any prior transaction related to the Assigned Patent Rights.

6.5 Validity and Enforceability. None of the Patents has ever been found invalid, unpatentable, or unenforceable for any reason in any administrative, arbitration, judicial or other proceeding, and Seller does not know of and has not received any notice or information of any kind from any source suggesting that the Patents may be invalid, unpatentable, or unenforceable. To the extent “small entity” fees were paid to the United States Patent and Trademark Office for any Patent, such reduced fees were then appropriate because the payor qualified to pay “small entity” fees at the time of such payment and specifically had not licensed rights in the any Patent to an entity that was not a “small entity.”

6.6 Conduct. To Seller’s knowledge formed after reasonable due diligence and investigation, Seller or its agents or representatives have not engaged in any conduct, or omitted to perform any necessary act, the result of which would invalidate any of the Patents or hinder their enforcement, including, without limitation, misrepresenting Seller’s patent rights to a standard-setting organization.

6.7 Enforcement. Seller has not put a third party on notice of actual or potential infringement of any of the Patents. Seller has not invited any third party to enter into a license under any of the Patents. Seller has not initiated any enforcement action with respect to any of the Patents.

6.8 Patent Office Proceedings. None of the Patents has been or is currently involved in any reexamination, reissue, interference proceeding, or any similar proceeding, and no such proceedings are pending or threatened.

6.9 Fees. All maintenance fees, annuities, and the like due or payable on the Patents as set forth in paragraph 5.2 have been timely paid on or before the date of the Closing.

7. REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser hereby represents and warrants to Seller as follows that, as of the Effective Date and as of the Closing:

7.1 Purchaser is a limited liability company duly formed, validly existing, and in good standing under the laws of the jurisdiction of its formation.

7.2 Purchaser has all requisite power and authority to (i) enter into, execute, and deliver this Agreement and (ii) perform fully its obligations hereunder.

8. MISCELLANEOUS

8.1 Limitation of Liability. EXCEPT IN THE EVENT OF BREACH OF ANY OF THE PRIMARY WARRANTIES BY SELLER OR SELLER’S INTENTIONAL MISREPRESENTATION, SELLER’S TOTAL LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED ONE HUNDRED THOUSAND U.S. DOLLARS ($100,000). PURCHASER’S TOTAL LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED ONE HUNDRED THOUSAND U.S. DOLLARS ($100,000). THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS ON POTENTIAL LIABILITIES SET FORTH IN THIS PARAGRAPH 8.1 WERE AN ESSENTIAL ELEMENT IN SETTING CONSIDERATION UNDER THIS AGREEMENT.

8.2 Limitation on Consequential Damages. EXCEPT IN THE EVENT OF SELLER’S INTENTIONAL MISREPRESENTATION, NEITHER PARTY WILL HAVE ANY OBLIGATION OR LIABILITY (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND NOTWITHSTANDING ANY FAULT, NEGLIGENCE (WHETHER ACTIVE, PASSIVE OR IMPUTED), REPRESENTATION, STRICT LIABILITY OR PRODUCT LIABILITY), FOR COVER OR FOR ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL, MULTIPLIED, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES OR LOSS OF REVENUE, PROFIT, SAVINGS OR BUSINESS ARISING FROM OR OTHERWISE RELATED TO THIS AGREEMENT, EVEN IF A PARTY OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THESE EXCLUSIONS OF POTENTIAL DAMAGES WERE AN ESSENTIAL ELEMENT IN SETTING CONSIDERATION UNDER THIS AGREEMENT.

8.3 Compliance With Laws. Notwithstanding anything contained in this Agreement to the contrary, the obligations of the parties with respect to the consummation of the transactions contemplated by this Agreement shall be subject to all laws, present and future, of any government having jurisdiction over the parties and this transaction, and to orders, regulations, directions or requests of any such government.

8.4 Confidentiality of Terms. The parties hereto will keep the terms and existence of this Agreement and the identities of the parties hereto and their affiliates confidential and will not now or hereafter divulge any of this information to any third party except (a) with the prior written consent of the other party; (b) as otherwise may be required by law or legal process, including, without limitation, in confidence to legal and financial advisors in their capacity of advising a party in such matters; (c) during the course of litigation, so long as the disclosure of such terms and conditions is restricted in the same manner as is the confidential information of other litigating parties; (d) in confidence to its legal counsel, accountants, banks and financing sources and their advisors solely in connection with complying with its obligations under this Agreement, or in connection to bona fide due diligence efforts with respect to a party; (e) by Purchaser, in order to perfect Purchaser’s interest in the Assigned Patent Rights with any governmental patent office (including, without limitation, recording the Executed Assignment in any governmental patent office); or (f) to enforce Purchaser’s right, title, and interest in and to the Assigned Patent Rights; provided that, in (b) through (d) above, (i) to the extent permitted by law, the disclosing party will use all legitimate and legal means available to minimize the disclosure to third parties, including, without limitation, seeking a confidential treatment request or protective order whenever appropriate or available; and (ii) the disclosing party will provide the other party with at least ten (10) days’ prior written notice of such disclosure. Without limiting the foregoing, Seller will cause its agents involved in this transaction to abide by the terms of this paragraph, including, without limitation, ensuring that such agents do not disclose or otherwise publicize the existence of this transaction with actual or potential clients in marketing materials, or industry conferences.

8.5 Governing Law; Venue/Jurisdiction. This Agreement will be interpreted, construed, and enforced in all respects in accordance with Swiss laws, without reference to its choice of law principles to the contrary. Seller will not commence or prosecute any action, suit, proceeding or claim arising under or by reason of this Agreement other than in Geneva, Switzerland. Seller irrevocably consents to the jurisdiction and venue of the courts identified in the preceding sentence in connection with any action, suit, proceeding, or claim arising under or by reason of this Agreement.

8.6 Notices. All notices given hereunder will be given in writing (in English or with an English translation), will refer to Purchaser and to this Agreement and will be: (i) personally delivered, (ii) delivered postage prepaid by an internationally recognized express courier service, or (iii) sent postage prepaid registered or certified U.S. mail (return receipt requested) to the address set forth below:

		If to Purchaser:		If to Seller:
		Genesis Growth Tech LLC		MindMaze Group SA
		SIX, 2^nd Floor, Cricket Square, PO Box 2681, Grand Cayman KY1-1111,		Chemin de Roseneck 5
		Cayman Islands		Lausanne 1006, Switzerland
		Attn: Eyal Perez		Attn: Legal

Notices are deemed given on (a) the date of receipt if delivered personally or by express courier (or if delivery refused, the date of refusal), or (b) the fifth (5^th) calendar day after the date of posting if sent by U.S. mail or Swiss Post as the case may be. Notice given in any other manner will be deemed to have been given only if and when received at the address of the person to be notified. Either party may from time to time change its address for notices under this Agreement by giving the other party written notice of such change in accordance with this paragraph.

8.7 Relationship of Parties. The parties hereto are independent contractors. Nothing in this Agreement will be construed to create a partnership, joint venture, franchise, fiduciary, employment or agency relationship between the parties. Neither party has any express or implied authority to assume or create any obligations on behalf of the other or to bind the other to any contract, agreement or undertaking with any third party.

8.8 Equitable Relief. Seller acknowledges and agrees that damages alone may be insufficient to compensate Purchaser for a breach by Seller of this Agreement and that irreparable harm may result from a breach of this Agreement. Purchaser shall have the right to seek an order for injunctive relief to prevent a breach or further breach, and the entering of an order for specific performance to compel performance of any obligations under this Agreement.

8.9 Severability. If any provision of this Agreement is found to be invalid or unenforceable, then the remainder of this Agreement will have full force and effect, and the invalid provision will be modified, or partially enforced, to the maximum extent permitted to effectuate the original objective.

8.10 Waiver. Failure by either party to enforce any term of this Agreement will not be deemed a waiver of future enforcement of that or any other term in this Agreement or any other agreement that may be in place between the parties.

8.11 Miscellaneous. This Agreement, including its exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and merges and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions. Neither of the parties will be bound by any conditions, definitions, warranties, understandings, or representations with respect to the subject matter hereof other than as expressly provided herein. The section headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. No oral explanation or oral information by either party hereto will alter the meaning or interpretation of this Agreement. No amendments or modifications will be effective unless in a writing signed by authorized representatives of both parties; provided, however, that, prior to Closing, Purchaser and Seller may mutually agree to update Exhibits A and B to include any patents or patent applications within the definition of Patents, based on its review of the Deliverables as defined in paragraph 3.1, by providing updated Exhibits A and B to Seller. The terms and conditions of this Agreement will prevail notwithstanding any different, conflicting or additional terms and conditions that may appear on any letter, email or other communication or other writing not expressly incorporated into this Agreement. The following exhibits are attached hereto and incorporated herein: Exhibit A (entitled “Patents and Patent Applications to be Assigned”) and Exhibit B (entitled “Assignment of Patent Rights”). To the extent that any of the terms or conditions of Sections 1 through 8 of this Agreement conflicts with any of the terms or conditions contained in Exhibit B, the terms and conditions of Sections 1 through 8 of this Agreement shall control.

8.12 Counterparts; Electronic Signature; Delivery Mechanics. This Agreement may be executed in counterparts, each of which will be deemed an original, and all of which together constitute one and the same instrument. Each party will execute and promptly deliver to the other parties a copy of this Agreement bearing the original signature. Prior to such delivery, in order to expedite the process of entering into this Agreement, the parties acknowledge that a Transmitted Copy of this Agreement will be deemed an original document. “Transmitted Copy” means a copy bearing a signature of a party that is reproduced or transmitted via email of a .pdf file, photocopy, facsimile, or other process of complete and accurate reproduction and transmission.

8.13 Publicity. Notwithstanding paragraph 8.4, Seller may make one public announcement contemporaneously with the signing of this Agreement and one public announcement contemporaneously with Closing, provided that Purchaser has approved the any announcement. Seller shall submit any such proposed announcement to Purchaser at least five business days prior to its making such an announcement for Purchaser’s review and approval, which approval shall not be unreasonably withheld by Purchaser.

<signature page follows>

IN WITNESS WHEREOF, intending to be legally bound, the parties have executed this Patent Purchase Agreement as of the last of the dates set forth below (“Effective Date”).

SELLER:			PURCHASER:

By:	/s/ Tej Tadi	/s/ Pierre-Emmanuel Meyer	By:	/s/ Eyal Perez
Name:	Tej Tadi	Pierre-Emmanuel Meyer	Name:	Eyal Perez
Title:	ceo	SVP Finance	Title:	Manager & Managing Member
Date:	9/22/2023	9/21/2023	Date:	9/21/2023

Exhibit A — Patents and Patent Applications to be Assigned

Patent No.	Country	Filing Date	Title of Patent
10,943,100	U.S.	17-Jan-2018	Systems, Methods, Devices and Apparatuses for Detecting Facial Expression
11,495,053	U.S.	24-Aug-2020	Systems, Methods, Devices and Apparatuses for Detecting Facial Expression
11,709,548	U.S.	08-Sep-2022	Systems, Methods, Devices and Apparatuses for Detecting Facial Expression
10,515,474	U.S.	19-Jan-2018	System, Method and Apparatuses for Detecting Facial Expression in a Virtual Reality System
11,195,316	U.S.	08-Nov-2019	System, Method and Apparatuses for Detecting Facial Expression in a Virtual Reality System
10,521,014	U.S.	30-Jan-2019	Systems, Methods, Apparatuses and Devices for Detecting Facial Expression and for Tracking Movement and Location Including for at Least One of a Virtual and Augmented Reality System
11,328,533	U.S.	09-Jan-2019	System, Method and Apparatus for Detecting Facial Expression for Motion Capture

Application No.	Country	Filing Date	Title of Application
18/317,058	U.S.	13-May-2023	Systems, Methods, Devices and Apparatuses for Detecting Facial Expression
17/163,327	U.S.	29-Jan-2021	Systems, Methods, Apparatuses and Devices for Detecting Facial Expression and for Tracking Movement and Location Including for at Least One of a Virtual and Augmented Reality System
18/067,812	U.S	19-Dec-2022	Systems, Methods, Apparatuses and Devices for Detecting Facial Expression and for Tracking Movement and Location Including for at Least One of a Virtual and Augmented Reality System

Exhibit B — Assignment of Patent Rights

For good and valuable consideration, the receipt of which is hereby acknowledged, MindMaze Group SA, a Swiss corporation, with an office at Chemin de Roseneck 5, Lausanne 1006, Switzerland (“Assignor”), does hereby sell, assign, transfer, and convey unto Genesis Growth Tech LLC, a limited liability company, with an office at SIX, 2^nd Floor, Cricket Square, PO Box 2681, Grand Cayman KY1-1111, Cayman Islands (“Assignee”), or its designees, all right, title, and interest that exist today and may exist in the future in and to any and all of the following (collectively, the “Patent Rights”):

(a) the provisional patent applications, patent applications and patents listed in the table below (the “Patents”);

(b) all patents and patent applications (i) to which any of the Patents directly or indirectly claims priority or (ii) to which any of the Patents directly or indirectly claim priority;

(c) all reissues, reexaminations, extensions, continuations, continuations in part, continuing prosecution applications, requests for continuing examinations, divisions, registrations of any item in any of the foregoing categories (a) and (b);

(d) all items in any of the foregoing in categories (b) through (c), whether or not expressly listed as Patents below and whether or not claims in any of the foregoing have been rejected, withdrawn, cancelled, or the like;

(e) all inventions, invention disclosures, and discoveries described in any item in any of the foregoing categories (a) through (d) and all other rights arising out of such inventions, invention disclosures, and discoveries;

(f) all causes of action (whether known or unknown or whether currently pending, filed, or otherwise) and other enforcement rights under, or on account of, any of the Patents and/or any item in any of the foregoing categories (b) through (e), including, without limitation, all causes of action and other enforcement rights for

(i) damages,

(ii) injunctive relief, and

(iii) any other remedies of any kind

for past, current, and future infringement; and

(i) all rights to collect royalties and other payments under or on account of any of the Patents and/or any item in any of the foregoing categories (b) through (f).

Patents

Patent No.	Country	Filing Date	Title of Patent
10,943,100	U.S.	17-Jan-2018	Systems, Methods, Devices and Apparatuses for Detecting Facial Expression
11,495,053	U.S.	24-Aug-2020	Systems, Methods, Devices and Apparatuses for Detecting Facial Expression
11,709,548	U.S.	08-Sep-2022	Systems, Methods, Devices and Apparatuses for Detecting Facial Expression
10,515,474	U.S.	19-Jan-2018	System, Method and Apparatuses for Detecting Facial Expression in a Virtual Reality System
11,195,316	U.S.	08-Nov-2019	System, Method and Apparatuses for Detecting Facial Expression in a Virtual Reality System
10,521,014	U.S.	30-Jan-2019	Systems, Methods, Apparatuses and Devices for Detecting Facial Expression and for Tracking Movement and Location Including for at Least One of a Virtual and Augmented Reality System
11,328,533	U.S.	09-Jan-2019	System, Method and Apparatus for Detecting Facial Expression for Motion Capture

Application No.	Country	Filing Date	Title of Application
18/317,058	U.S.	13-May-2023	Systems, Methods, Devices and Apparatuses for Detecting Facial Expression
17/163,327	U.S.	29-Jan-2021	Systems, Methods, Apparatuses and Devices for Detecting Facial Expression and for Tracking Movement and Location Including for at Least One of a Virtual and Augmented Reality System
18/067,812	U.S	19-Dec-2022	Systems, Methods, Apparatuses and Devices for Detecting Facial Expression and for Tracking Movement and Location Including for at Least One of a Virtual and Augmented Reality System

Assignor represents, warrants and covenants that:

(1) Assignor has the full power and authority, and has obtained all third party consents, approvals and/or other authorizations required to enter into this Agreement and to carry out its obligations hereunder, including the assignment of the Patent Rights to Assignee; and

(2) Assignor owns, and by this document assigns to Assignee, all right, title, and interest to the Patent Rights, including, without limitation, all right, title, and interest to sue for infringement of the Patent Rights. Assignor has obtained and properly recorded previously executed assignments for the Patent Rights as necessary to fully perfect its rights and title therein in accordance with governing law and regulations in each respective jurisdiction. The Patent Rights are free and clear of all liens, claims, mortgages, security interests or other encumbrances, and restrictions. There are no actions, suits, investigations, claims or proceedings threatened, pending or in progress relating in any way to the Patent Rights. There are no existing contracts, agreements, options, commitments, proposals, bids, offers, or rights with, to, or in any person to acquire any of the Patent Rights.

Assignor hereby authorizes the respective patent office or governmental agency in each jurisdiction to issue any and all patents, certificates of invention, utility models or other governmental grants or issuances that may be granted upon any of the Patent Rights in the name of Assignee, as the assignee to the entire interest therein.

Assignor will, at the reasonable request of Assignee and without demanding any further consideration therefor, do all things necessary, proper, or advisable, including without limitation, the execution, acknowledgment, and recordation of specific assignments, oaths, declarations, and other documents on a country-by-country basis, to assist Assignee in obtaining, perfecting, sustaining, and/or enforcing the Patent Rights. Such assistance will include providing, and obtaining from the respective inventors, prompt production of pertinent facts and documents, giving of testimony, execution of petitions, oaths, powers of attorney, specifications, declarations or other papers, and other assistance reasonably necessary for filing patent applications, complying with any duty of disclosure, and conducting prosecution, reexamination, reissue, interference or other priority proceedings, opposition proceedings, cancellation proceedings, public use proceedings, infringement or other court actions and the like with respect to the Patent Rights. With prior written approval by Assignee, Assignee will pay Assignor’s reasonable costs and expenses.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]

The terms and conditions of this Assignment of Patent Rights will inure to the benefit of Assignee, its successors, assigns, and other legal representatives and will be binding upon Assignor, its successors, assigns, and other legal representatives.

IN WITNESS WHEREOF this Assignment of Patent Rights is executed at [______________________________] on [__________________], 2023.

ASSIGNOR:
MindMaze Group SA

By:
Name:
Title:

(Signature MUST be notarized)
STATE OF		)
		) ss.
COUNTY OF		)

On , before me, , Notary Public in and for said State, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS my hand and official seal.

Signature		(Seal)

FIRST AMENDMENT TO PATENT SALE AGREEMENT

This First Amendment to Patent Purchase Agreement (this “Amendment”), dated November 14, 2023 (“Amendment Date”), is entered into by and among Genesis Growth Tech LLC, a Cayman Islands limited liability company, with an office at SIX, 2^nd Floor, Cricket Square, PO Box 2681, Grand Cayman KY1-1111, Cayman Islands (“Purchaser”), and MindMaze Group SA, a Swiss corporation, with an office at Chemin de Roseneck 5, Lausanne 1006, Switzerland (“Seller”).

Recitals

A. Whereas, the parties entered into that certain Patent Purchase Agreement which had an effective date of September 21, 2023 (the “Original Agreement”).

B. Whereas, the parties mutually wish to amend the Original Agreement as set forth in this Amendment.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows.

Agreement

1. Capitalized Terms. Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Original Agreement. From and after the Amendment Date, the term “Agreement” in the Original Agreement shall mean the Original Agreement, as amended by this Amendment.

2. Closing. Paragraph 3.2 of the Original Agreement is hereby deleted in its entirety and replaced with the following:

“3.2.Closing. The closing of the sale of the Assigned Patent Rights hereunder will occur when all conditions set forth in paragraph 3.3 have been satisfied or waived in writing (the “Closing”). Purchaser and Seller will carry out the Closing on or prior to May 31, 2024.”

3. Closing Payment. Each reference to February 28, 2024 set forth in paragraphs 3.4(a), 3.5(a), and 3.5(b) is hereby revised to reference May 31, 2024.

4. Termination and Survival. Paragraph 3.5(b) of the Original Agreement is hereby deleted in its entirety.

5. Confirmation; Entire Agreement. Except as specifically amended by this Amendment, all provisions of the Original Agreement remain in full force and effect as provided therein. The Original Agreement (together with and as amended by this Amendment) represents the entire agreement of the parties with respect to the subject matter hereof and may not be amended or modified except by a written instrument duly executed by both parties.

6. Headings. The headings of this Amendment are for convenience of reference and shall not form part of, or affect the interpretation of, this Amendment.

7. Signatures. This Amendment may be signed in multiple counterparts, each of which shall be considered originals and all of which shall be considered one and the same instrument. Signatures received by facsimile, PDF or other electronic format (including DocuSign) shall be deemed to be original signatures.

<signature page follows>

IN WITNESS WHEREOF, this Amendment has been executed by each party as of the Amendment Date.

MINDMAZE GROUP SA			GENESIS GROWTH TECH LLC

By:	/s/ Tej Tadi	/s/ Pierre-Emmanuel Meyer	By:	/s/ Eyal Perez
Name:	Tej Tadi	Pierre-Emmanuel Meyer	Name:	Eyal Perez
Title:	ceo	SVP Finance	Title:	Manager & Managing Member

SECOND AMENDMENT TO PATENT PURCHASE AGREEMENT

This Second Amendment to Patent Purchase Agreement (this “Amendment”), dated May 31, 2024 (“Amendment Date”), is entered into by and among Genesis Growth Tech LLC, a Cayman Islands limited liability company, with an office at SIX, 2nd Floor, Cricket Square, PO Box 2681, Grand Cayman KY1-1111, Cayman Islands (“Purchaser”), and MindMaze Group SA, a Swiss corporation, with an office at Chemin de Roseneck 5, Lausanne 1006, Switzerland (“Seller”).

Recitals

B. Whereas, the parties mutually wish to amend the Original Agreement as set forth in this Amendment.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows.

Agreement

2. Closing. Paragraph 3.2 of the Original Agreement is hereby deleted in its entirety and replaced with the following:

“3.2. Closing. The closing of the sale of the Assigned Patent Rights hereunder will occur when all conditions set forth in paragraph 3.3 have been satisfied or waived in writing (the “Closing”). Purchaser and Seller will carry out the Closing on or prior to June 7, 2024.”

3. Closing Payment. Each reference to May 31, 2024 set forth in paragraphs 3.4(a) and 3.5(a) of the Original Agreement is hereby revised to reference June 7, 2024.

4. Confirmation; Entire Agreement. Except as specifically amended by this Amendment, all provisions of the Original Agreement remain in full force and effect as provided therein. The Original Agreement (together with and as amended by this Amendment) represents the entire agreement of the parties with respect to the subject matter hereof and may not be amended or modified except by a written instrument duly executed by both parties.

5. Headings. The headings of this Amendment are for convenience of reference and shall not form

part of, or affect the interpretation of, this Amendment.

6. Signatures. This Amendment may be signed in multiple counterparts, each of which shall be considered originals and all of which shall be considered one and the same instrument. Signatures received by facsimile, PDF or other electronic format (including DocuSign) shall be deemed to be original signatures.

<signature page follows>

IN WITNESS WHEREOF, this Amendment has been executed by each party as of the Amendment Date.

MINDMAZE GROUP SA		GENESIS GROWTH TECH LLC

By:	/s/ Tej Tadi	By:	/s/ Eyal Perez
Name:	Tej Tadi	Name:	Eyal Perez
Title:	CEO	Title:	Manager and Managing Member

THIRD AMENDMENT TO PATENT PURCHASE AGREEMENT

This Third Amendment to Patent Purchase Agreement (this “Amendment”), dated June 7, 2024 (“Amendment Date”), is entered into by and among Genesis Growth Tech LLC, a Cayman Islands limited liability company, with an office at SIX, 2nd Floor, Cricket Square, PO Box 2681, Grand Cayman KY1-1111, Cayman Islands (“Purchaser”), and MindMaze Group SA, a Swiss corporation, with an office at Chemin de Roseneck 5, Lausanne 1006, Switzerland (“Seller”).

Recitals

B. Whereas, the parties mutually wish to amend the Original Agreement as set forth in this Amendment.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows.

Agreement

2. Closing. Paragraph 3.2 of the Original Agreement is hereby deleted in its entirety and replaced with the following:

“3.2. Closing. The closing of the sale of the Assigned Patent Rights hereunder will occur when all conditions set forth in paragraph 3.3 have been satisfied or waived in writing (the “Closing”). Purchaser and Seller will carry out the Closing on or prior to June 12, 2024.”

3. Closing Payment. Each reference to June 7, 2024 set forth in paragraphs 3.4(a) and 3.5(a) of the Original Agreement is hereby revised to reference June 12, 2024.

5. Headings. The headings of this Amendment are for convenience of reference and shall not form

part of, or affect the interpretation of, this Amendment.

<signature page follows>

IN WITNESS WHEREOF, this Amendment has been executed by each party as of the Amendment Date.

MINDMAZE GROUP SA		GENESIS GROWTH TECH LLC

By:	/s/ Tej Tadi	By:	/s/ Eyal Perez
Name:	Tej Tadi	Name:	Eyal Perez
Title:	CEO	Title:	Manager and Managing Member

FOURTH AMENDMENT TO PATENT PURCHASE AGREEMENT

This Fourth Amendment to Patent Purchase Agreement (this “Amendment”), dated June 12, 2024 (“Amendment Date”), is entered into by and among Genesis Growth Tech LLC, a Cayman Islands limited liability company, with an office at SIX, 2nd Floor, Cricket Square, PO Box 2681, Grand Cayman KY1-1111, Cayman Islands (“Purchaser”), and MindMaze Group SA, a Swiss corporation, with an office at Chemin de Roseneck 5, Lausanne 1006, Switzerland (“Seller”).

Recitals

B. Whereas, the parties mutually wish to amend the Original Agreement as set forth in this Amendment.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows.

Agreement

2. Closing. Paragraph 3.2 of the Original Agreement is hereby deleted in its entirety and replaced with the following:

“3.2. Closing. The closing of the sale of the Assigned Patent Rights hereunder will occur when all conditions set forth in paragraph 3.3 have been satisfied or waived in writing (the “Closing”). Purchaser and Seller will carry out the Closing on or prior to June 21, 2024.”

3. Closing Payment. Each reference to June 21, 2024 set forth in paragraphs 3.4(a) and 3.5(a) of the Original Agreement is hereby revised to reference June 21, 2024.

5. Headings. The headings of this Amendment are for convenience of reference and shall not form part of, or affect the interpretation of, this Amendment.

<signature page follows>

IN WITNESS WHEREOF, this Amendment has been executed by each party as of the Amendment Date.

MINDMAZE GROUP SA		GENESIS GROWTH TECH LLC

By:	/s/ Tej Tadi	By:	/s/ Eyal Perez
Name:	Tej Tadi	Name:	Eyal Perez
Title:	CEO	Title:	Manager and Managing Member

FIFTH AMENDMENT TO PATENT PURCHASE AGREEMENT

This Fifth Amendment to Patent Purchase Agreement (this “Amendment”), dated June 21, 2024 (“Amendment Date”), is entered into by and among Genesis Growth Tech LLC, a Cayman Islands limited liability company, with an office at SIX, 2nd Floor, Cricket Square, PO Box 2681, Grand Cayman KY1-1111, Cayman Islands (“Purchaser”), and MindMaze Group SA, a Swiss corporation, with an office at Chemin de Roseneck 5, Lausanne 1006, Switzerland (“Seller”).

Recitals

A. Whereas, the parties entered into that certain Patent Purchase Agreement which had an effective date of September 21, 2023 (as amended by the First Amendment to Patent Purchase Agreement dated November 14, 2023, the Second Amendment to Patent Purchase Agreement dated May 31, 2024, the Third Amendment to Patent Purchase Agreement dated June 7, 2024, and the Fourth Amendment to Patent Purchase Agreement dated June 12, 2024, the “Original Agreement”).

B. Whereas, the parties mutually wish to amend the Original Agreement as set forth in this Amendment.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows.

Agreement

2. Closing. Paragraph 3.2 of the Original Agreement is hereby deleted in its entirety and replaced with the following:

“3.2. Closing. The closing of the sale of the Assigned Patent Rights hereunder will occur when all conditions set forth in paragraph 3.3 have been satisfied or waived in writing (the “Closing”). Purchaser and Seller will carry out the Closing on or prior to July 5, 2024.”

3. Closing Payment. Each reference to June 21, 2024 set forth in paragraphs 3.4(a) and 3.5(a) of the Original Agreement is hereby revised to reference July 5, 2024.

5. Headings. The headings of this Amendment are for convenience of reference and shall not form part of, or affect the interpretation of, this Amendment.

<signature page follows>

IN WITNESS WHEREOF, this Amendment has been executed by each party as of the Amendment Date.

MINDMAZE GROUP SA		GENESIS GROWTH TECH LLC

By:	/s/ Tej Tadi	By:	/s/ Eyal Perez
Name:	Tej Tadi	Name:	Eyal Perez
Title:	CEO	Title:	Manager and Managing Member

SIXTH AMENDMENT TO PATENT PURCHASE AGREEMENT

This Sixth Amendment to Patent Purchase Agreement (this “Amendment”), dated July 5, 2024 (“Amendment Date”), is entered into by and among Genesis Growth Tech LLC, a Cayman Islands limited liability company, with an office at SIX, 2nd Floor, Cricket Square, PO Box 2681, Grand Cayman KY1-1111, Cayman Islands (“Purchaser”), and MindMaze Group SA, a Swiss corporation, with an office at Chemin de Roseneck 5, Lausanne 1006, Switzerland (“Seller”).

Recitals

A. Whereas, the parties entered into that certain Patent Purchase Agreement which had an effective date of September 21, 2023 (as amended by the First Amendment to Patent Purchase Agreement dated November 14, 2023, the Second Amendment to Patent Purchase Agreement dated May 31, 2024, the Third Amendment to Patent Purchase Agreement dated June 7, 2024, the Fourth Amendment to Patent Purchase Agreement dated June 12, 2024, and the Fifth Amendment to Patent Purchase Agreement dated June 21, 2024, the “Original Agreement”).

B. Whereas, the parties mutually wish to amend the Original Agreement as set forth in this Amendment.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows.

Agreement

2. Closing. Paragraph 3.2 of the Original Agreement is hereby deleted in its entirety and replaced with the following:

“3.2. Closing. The closing of the sale of the Assigned Patent Rights hereunder will occur when all conditions set forth in paragraph 3.3 have been satisfied or waived in writing (the “Closing”). Purchaser and Seller will carry out the Closing on or prior to July 31, 2024.”

3. Closing Payment. Each reference to July 5, 2024 set forth in paragraphs 3.4(a) and 3.5(a) of the Original Agreement is hereby revised to reference July 31, 2024.

5. Headings. The headings of this Amendment are for convenience of reference and shall not form part of, or affect the interpretation of, this Amendment.

<signature page follows>

IN WITNESS WHEREOF, this Amendment has been executed by each party as of the Amendment Date.

MINDMAZE GROUP SA		GENESIS GROWTH TECH LLC

By:	/s/ Tej Tadi	By:	/s/ Eyal Perez
Name:	Tej Tadi	Name:	Eyal Perez
Title:	CEO	Title:	Manager and Managing Member

SEVENTH AMENDMENT TO PATENT PURCHASE AGREEMENT

This Seventh Amendment to Patent Purchase Agreement (this “Amendment”), dated July 31, 2024 (“Amendment Date”), is entered into by and among Genesis Growth Tech LLC, a Cayman Islands limited liability company, with an office at SIX, 2nd Floor, Cricket Square, PO Box 2681, Grand Cayman KY1-1111, Cayman Islands (“Purchaser”), and MindMaze Group SA, a Swiss corporation, with an office at Chemin de Roseneck 5, Lausanne 1006, Switzerland (“Seller”).

Recitals

A. Whereas, the parties entered into that certain Patent Purchase Agreement which had an effective date of September 21, 2023 (as amended by the First Amendment to Patent Purchase Agreement dated November 14, 2023, the Second Amendment to Patent Purchase Agreement dated May 31, 2024, the Third Amendment to Patent Purchase Agreement dated June 7, 2024, the Fourth Amendment to Patent Purchase Agreement dated June 12, 2024, the Fifth Amendment to Patent Purchase Agreement dated June 21, 2024 and the Sixth Amendment to Patent Purchase Agreement dated July 5, 2024, the “Original Agreement”).

B. Whereas, the parties mutually wish to amend the Original Agreement as set forth in this Amendment.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows.

Agreement

2. Closing. Paragraph 3.2 of the Original Agreement is hereby deleted in its entirety and replaced

with the following:

“3.2. Closing. The closing of the sale of the Assigned Patent Rights hereunder will occur when all conditions set forth in paragraph 3.3 have been satisfied or waived in writing (the “Closing”). Purchaser and Seller will carry out the Closing on or prior to August 30, 2024.”

3. Closing Payment. Each reference to July 31, 2024 set forth in paragraphs 3.4(a) and 3.5(a) of the Original Agreement is hereby revised to reference August 30, 2024.

5. Headings. The headings of this Amendment are for convenience of reference and shall not form part of, or affect the interpretation of, this Amendment.

<signature page follows>

IN WITNESS WHEREOF, this Amendment has been executed by each party as of the Amendment Date.

MINDMAZE GROUP SA		GENESIS GROWTH TECH LLC

By:	/s/ Tej Tadi	By:	/s/ Eyal Perez
Name:	Tej Tadi	Name:	Eyal Perez
Title:	CEO	Title:	Manager and Managing Member

Exhibit 10.2

WARRANT EXCHANGE AGREEMENT

This WARRANT EXCHANGE AGREEMENT dated as of July 30, 2024, is by and between Genesis Growth Tech Acquisition Corp., a Cayman Islands exempted company (the “Genesis SPAC”) and Genesis Growth Tech LLC, a Cayman Island limited liability company (“Genesis Sponsor”).

WHEREAS, on December 8, 2021, the Genesis SPAC entered into a Private Placement Warrants Purchase Agreement (the “Warrant Agreement”) by and between Genesis SPAC and Genesis Sponsor, pursuant to which, simultaneous with the closing of Genesis SPAC’s initial public offering, Genesis SPAC sold to Genesis Sponsor an aggregate of 8,875,000 warrants (the “Private Placement Warrants”), at a price of $1.00 per warrant, each Private Placement Warrant entitling the holder to purchase one Genesis SPAC Class A Ordinary Share, par value $0.0001 per share (at an exercise price of $11.50 per share);

WHEREAS, Genesis SPAC and Genesis Sponsor are parties to that certain Contribution and Business Combination Agreement (the “Agreement”) dated November 20, 2023, pursuant to which, among other things, (a) Genesis Sponsor will contribute, transfer, convey, assign and deliver to Genesis SPAC all of Genesis Sponsor’s rights, title and interest in and to a portfolio of patents acquired by Genesis Sponsor to and which includes (i) the Assigned Patent Rights, including the Additional Rights, as such terms are defined in the Patent Purchase Agreement, and (ii) all other intellectual property rights acquired by the Sponsor under that certain Patent Purchase Agreement, effective as of September 21, 2023 (as amended by the First Amendment to Patent Sale Agreement dated November 14, 2023 and as it may be further amended from time to time, the “Patent Purchase Agreement”), by and between Genesis Sponsor and MindMaze Group SA, a Swiss corporation (“MindMaze”), and (b) Genesis SPAC will pay to Genesis Sponsor one thousand dollars ($1,000) and will assume and agree to perform and discharge all of Genesis Sponsor’s obligations under the Patent Purchase Agreement, including the obligation to pay to MindMaze a purchase price of $21 Million (the “MindMaze IP Purchase Price”) on or prior to May 31, 2024 and the obligation to share fifty percent (50%) of the gross amounts received under the Patent Purchase Agreement with MindMaze after the threshold amount of $44,000,000 is received by Genesis SPAC, on the terms and subject to the conditions set forth in the Patent Purchase Agreement , including that the Patent Purchase Agreement grants a worldwide royalty-free license back to the MindMaze (collectively, the “Business Combination”);

WHEREAS, consummation of the Business Combination is subject to certain conditions, including, among other things Genesis SPAC having executed a warrant exchange agreement for the exchange of the Private Placement Warrants for 221,875,000 Class A ordinary shares of Genesis SPAC; and

WHEREAS, the board of directors of Genesis SPAC has considered the terms of the Warrant Agreement and the transactions contemplated thereby and the interest of and benefit to the Company in entering into the Warrant Agreement and any related documents was considered by board of directors and the board of directors approved the Warrant Agreement and related transactions.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Genesis Sponsor is the registered owner of 8,875,000 Private Placement Warrants. Contingent upon consummation of the Business Combination, the 8,875,000 Private Placement Warrants will be cancelled in full and be of no further force and effect, and, in consideration therefor, Genesis SPAC will issue an aggregate 221,875,000 Class A ordinary shares (the “Acquired Shares”) to Genesis Sponsor on a private placement basis (the “Warrant Exchange Closing”).

2. As soon as reasonably practicable, Genesis SPAC shall register Genesis Sponsor as the owner of the Acquired Shares in the register of holders of Genesis SPAC securities and with Genesis SPAC’s transfer agent by book entry. Each register and book entry for the Acquired Shares shall contain a notation, and each certificate (if any) evidencing the Acquired Shares shall be stamped or otherwise imprinted with legends, in substantially the following form:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL, IS AVAILABLE.”

“THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO LOCKUP PROVISIONS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PERIOD.”

“THE SECURITIES EVIDENCED BY THIS CERTIFICATE SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT DATED DECEMBER 8, 2021 BY AND AMONG GENESIS GROWTH TECH ACQUISITION CORP., GENESIS GROWTH TECH LLC, AND THE OTHER PARTIED THERETO.”

3. The Parties hereto are parties to that certain Registration and Shareholder Rights Agreement dated December 8, 2021, (the “Registration Rights Agreement”) pursuant to which Genesis SPAC has granted to certain investors, including Genesis Sponsor, registration rights with respect to certain securities and the Parties hereto agree that the Acquired Shares will constitute “Registrable Securities” (as defined in the Registration Rights Agreement) for purposes of such agreement (the “Registration Rights”).

4. Genesis Sponsor is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation (if the concept of “good standing” is a recognized concept in such jurisdiction) and has all requisite power and authority to carry on its business as presently conducted and as proposed to be conducted.

5. Genesis Sponsor has full power and authority to enter into this Warrant Exchange Agreement. This Warrant Exchange Agreement, when executed and delivered by Genesis Sponsor, will constitute the valid and legally binding obligation of Genesis Sponsor, enforceable in accordance with its terms.

6. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of Genesis Sponsor in connection with the consummation of the transactions contemplated by this Warrant Exchange Agreement.

7. The execution, delivery and performance by Genesis Sponsor and the consummation by Genesis Sponsor of the transactions contemplated by this Warrant Exchange Agreement will not result in any violation or default (i) of any provisions of its organizational documents, if applicable, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to Genesis Sponsor.

8. This Warrant Exchange Agreement is made with Genesis Sponsor in reliance upon Genesis Sponsor representation to Genesis SPAC, which by Genesis Sponsor’s execution of this Warrant Exchange Agreement, Genesis Sponsor hereby confirms, that the Acquired Shares to be acquired by Genesis Sponsor will be acquired for investment for Genesis Sponsor’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that Genesis Sponsor has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of law. By executing this Warrant Exchange Agreement, Genesis Sponsor further represents that Genesis Sponsor does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Acquired Shares.

9. Genesis Sponsor has had an opportunity to discuss Genesis SPAC’s business, management, financial affairs and the terms and conditions of the Agreement with Genesis SPAC’s management.

10. Genesis Sponsor understands that the Acquired Shares have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Genesis Sponsor’s representations as expressed herein. Genesis Sponsor understands that the Acquired Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, Genesis Sponsor must hold the Acquired Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. Genesis Sponsor acknowledges that Genesis SPAC has no obligation to register or qualify the Acquired Shares for resale, except for the Registration Rights. Genesis Sponsor further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Acquired Shares, and on requirements relating to Genesis SPAC which are outside of Genesis Sponsor’s control, and which Genesis SPAC is under no obligation and may not be able to satisfy.

11. Genesis Sponsor understands that its agreement to acquire the Acquired Shares involves a high degree of risk which could cause such Investor to lose all or part of its investment.

12. Genesis Sponsor is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

13. Neither Genesis Sponsor, nor any of its members, officers, directors, employees, agents, stockholders or partners has either directly or indirectly, including, through a broker or finder (i) to its knowledge, engaged in any general solicitation, or (ii) published any advertisement in connection with an offer and sale of the Acquired Shares.

Neither Genesis SPAC, nor any of its members, officers, directors, employees, agents, stockholders or partners has either directly or indirectly, including, through a broker or finder (i) to its knowledge, engaged in any general solicitation, or (ii) published any advertisement in connection with an offer and sale of the Acquired Shares.

14. Genesis Sponsor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended.) and hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to acquire the Acquired Shares or any use of this Warrant Exchange Agreement, including (i) the legal requirements within its jurisdiction for the acquisition of the Acquired Shares, (ii) any foreign exchange restrictions applicable to such acquisition, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the acquisition, holding, redemption, sale, or transfer of the Acquired Shares. Genesis Sponsor’s acquisition for and continued beneficial ownership of the Acquired Shares will not violate any applicable securities or other laws of its jurisdiction.

15. Genesis SPAC and Genesis Sponsor have the full legal capacity to enter into this Warrant Exchange Agreement on their own behalf.

16. Other than such approvals as have already been obtained, no further authorization or approval is required on the part of Genesis SPAC or Genesis Sponsor to enter into this Warrant Exchange Agreement and carry out the provisions hereof.

17. The Business Combination Closing shall take place substantially concurrently with, and immediately prior to, the Warrant Exchange Closing;

18. This Warrant Exchange Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.

[Signature Page Follows.]

IN WITNESS WHEREOF, the parties hereto have caused this Warrant Exchange Agreement to be duly executed as of the date first above written.

	GENESIS GROWTH TECH ACQUISITION CORP.

	By:	/s/ Eyal Perez
	Name:	Eyal Perez
	Title:	Chief Executive Officer

Accepted and Agreed:

GENESIS GROWTH TECH, LLC

By:	/s/ Eyal Perez
Name:	Eyal Perez
Title:	Manager

[Signature Page to Warrant Exchange Agreement]

Document And Entity Information - shares	3 Months Ended
Document And Entity Information - shares	Mar. 31, 2024	Aug. 15, 2024
Document Information Line Items
Entity Registrant Name	NEUROMIND AI CORP.
Document Type	20FR12B
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001865697
Entity Current Reporting Status	Yes
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	FY
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Document Registration Statement	true
Document Annual Report	false
Document Transition Report	false
Entity File Number	001-41138
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
Entity Interactive Data Current	Yes
Document Accounting Standard	U.S. GAAP
Business Contact [Member]
Document Information Line Items
Entity Address, Address Line One	Bahnhofstrasse 3
Entity Address, City or Town	Hergiswil Nidwalden
Entity Address, Country	CH
Entity Address, Postal Zip Code	6052
Contact Personnel Name	Eyal Perez
City Area Code	+41
Local Phone Number	78 607 99 01
Contact Personnel Email Address	ep@genfunds.com
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant
Document Information Line Items
Trading Symbol	GGAUF
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
Security Exchange Name	NONE
Class A ordinary shares par value $0.0001 per share, included as part of the units
Document Information Line Items
Trading Symbol	GGAAF
Title of 12(b) Security	Class A ordinary shares par value $0.0001 per share, included as part of the units
Security Exchange Name	NONE
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share [Member]
Document Information Line Items
Trading Symbol	GGAAWF
Title of 12(b) Security	Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share
Security Exchange Name	NONE
Class A Ordinary Shares
Document Information Line Items
Entity Common Stock, Shares Outstanding		13,637
Class B Ordinary Shares
Document Information Line Items
Entity Common Stock, Shares Outstanding		6,325,000

Unaudited Consolidated Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Assets:
Investments held in Trust Account	$ 1,062,222	$ 1,048,582
Total Assets	1,062,222	1,048,582
Current liabilities:
Accounts payable & accrued expenses	2,875,985	2,938,522
Total Liabilities	5,620,162	5,339,011
Commitments and Contingencies
Class A ordinary shares subject to possible redemption; 81,520 shares at redemption value of approximately $11.80 and $11.64 per share at March 31, 2024 and December 31, 2023, respectively	962,222	948,582
Shareholders’ Deficit:
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding
Additional paid-in capital
Accumulated deficit	(5,520,795)	(5,239,644)
Total shareholders’ deficit	(5,520,162)	(5,239,011)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	1,062,222	1,048,582
Related Party
Current liabilities:
Advances from related party	214,177
Note payable - related party	2,530,000	2,400,489
Class A Ordinary Shares
Shareholders’ Deficit:
Ordinary shares, value
Class B Ordinary Shares
Shareholders’ Deficit:
Ordinary shares, value	$ 633	$ 633

Unaudited Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Preference shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preference shares, shares authorized	5,000,000	5,000,000
Preference shares, shares issued
Preference shares, shares outstanding
Class A Ordinary Shares Subject to Possible Redemption
Subject to possible redemption	81,520	81,520
Subject to possible redemption per share (in Dollars per share)	$ 11.8	$ 11.64
Class A Ordinary Shares
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	500,000,000	500,000,000
Ordinary shares, shares issued
Ordinary shares, shares outstanding
Class B Ordinary Shares
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	50,000,000	50,000,000
Ordinary shares, shares issued	6,325,000	6,325,000
Ordinary shares, shares outstanding	6,325,000	6,325,000

Unaudited Consolidated Statements of Operations - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
General and administrative expenses	$ 251,151	$ 234,009
General and administrative expenses - related party	30,000	30,000
Loss from operations	(281,151)	(264,009)
Other income:
Paid-in-kind interest income on investments held in Trust Account	13,640	1,616,602
Total other income	13,640	1,616,602
Net (loss) income	$ (267,511)	$ 1,352,593
Class A Ordinary Shares
Other income:
Weighted average ordinary shares - basic (in Shares)	81,520	14,940,427
Basic net income per share ordinary shares (in Dollars per share)	$ (0.04)	$ 0.06
Class B Ordinary Shares
Other income:
Weighted average ordinary shares - basic (in Shares)	6,325,000	6,325,000
Basic net income per share ordinary shares (in Dollars per share)	$ (0.04)	$ 0.06

Unaudited Consolidated Statements of Operations (Parentheticals) - $ / shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Class A Ordinary Shares
Weighted average shares outstanding, diluted	81,520	14,940,427
Diluted net income per share ordinary shares	$ (0.04)	$ 0.06
Class B Ordinary Shares
Weighted average shares outstanding, diluted	6,325,000	6,325,000
Diluted net income per share ordinary shares	$ (0.04)	$ 0.06

Unaudited Consolidated Statements of Changes in Shareholders’ Deficit - USD ($)	Ordinary Shares Class B	Accumulated Deficit	Total
Balance at Dec. 31, 2022	$ 633	$ (17,915,547)	$ (17,914,914)
Balance (in Shares) at Dec. 31, 2022	6,325,000
Waiver of deferred underwriting fee		13,915,000	13,915,000
Increase in redemption value of Class A ordinary shares subject to possible redemption		(1,616,602)	(1,616,602)
Net income (loss)		1,352,593	1,352,593
Balance at Mar. 31, 2023	$ 633	(4,264,556)	(4,263,923)
Balance (in Shares) at Mar. 31, 2023	6,325,000
Balance at Dec. 31, 2022	$ 633	(17,915,547)	(17,914,914)
Balance (in Shares) at Dec. 31, 2022	6,325,000
Balance at Dec. 31, 2023	$ 633	(5,239,644)	(5,239,011)
Balance (in Shares) at Dec. 31, 2023	6,325,000
Waiver of deferred underwriting fee
Increase in redemption value of Class A ordinary shares subject to possible redemption		(13,640)	(13,640)
Net income (loss)		(267,511)	(267,511)
Balance at Mar. 31, 2024	$ 633	$ (5,520,795)	$ (5,520,162)
Balance (in Shares) at Mar. 31, 2024	6,325,000

Unaudited Consolidated Statements of Cash Flows - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash Flows from Operating Activities:
Net (loss) income	$ (267,511)	$ 1,352,593
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Paid-in-kind interest income on investments held in Trust Account	(13,640)	(1,616,602)
Changes in operating assets:
Prepaid expenses		58,750
Accounts payable & accrued expenses	(62,537)	62,061
Net cash used in operating activities	(343,688)	(143,198)
Cash Flows from Investing Activities:
Due from related party		143,198
Cash withdrawn from Trust Account in connection with redemption		263,325,414
Net cash provided by investing activities		263,468,612
Cash Flows from Financing Activities:
Proceeds from note payable to related party	129,511
Proceeds received from advances from related parties	214,177
Redemption of ordinary shares		(263,325,414)
Net cash provided by (used in) financing activities	343,688	(263,325,414)
Net change in cash
Cash - beginning of the period
Cash - end of the period
Supplemental disclosure of noncash financing activities:
Waiver of deferred underwriting fee		13,915,000
Accretion of common share subject to redemption	$ 13,640	$ 1,616,602

Description of Organization, Business Operations and Going Concern

3 Months Ended

Mar. 31, 2024

Description of Organization, Business Operations and Going Concern [Abstract]

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN

NOTE 1 - DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN

Terminated Business Combination

Proposed Business Combination

Company shareholders elected to redeem an aggregate of 67,883 ordinary shares in connection with the EGM.

Going Concern Consideration

As of March 31, 2024, the Company had a working capital deficit of approximately $5.6 million.

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2024

Summary of Significant Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Principles of Consolidation

Emerging Growth Company

Use of Estimates

Cash and Cash Equivalents

Investments Held in Trust Account

Fair Value of Financial Instruments

Fair Value Measurements

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●

Derivative Financial Instruments

Offering Costs Associated with the Initial Public Offering

Class A Ordinary Shares Subject to Possible Redemption

On August 31, 2023, GGAA held a second extraordinary general meeting of shareholders at which holders of 5,883,786 ordinary shares in the Company were present virtually or by proxy, representing approximately 92% of the voting power of the 6,426,039 ordinary shares issued and outstanding entitled to vote at the Extraordinary General Meeting at the close of business on August 7, 2023, which was the record date for the Extraordinary General Meeting. In connection with the Second Extension Amendment Proposal, Shareholders holding an aggregate of 19,519 Class A ordinary shares of GGAA, representing approximately 0.3% of the issued and outstanding Class A ordinary shares in GGAA, elected to redeem such shares for a pro rata portion of the funds in GGAA’s trust account. As a result, approximately $246,605 (approximately $12.63 per share) was debited from the Company’s trust account to pay such holders. Accordingly, as of March 31, 2024 and December 31, 2023, 81,520 Class A ordinary shares subject to possible redemption, respectively are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets.

The Class A ordinary shares subject to possible redemption reflected on the accompanying balance sheets are reconciled on the following table:

Class A ordinary shares subject to possible redemption as of December 31, 2022	$	262,860,151
Less:
Redemption of ordinary shares		(263,572,019	)
Plus:
Increase in redemption value of Class A ordinary shares subject to possible redemption		1,660,450
Class A ordinary shares subject to possible redemption as of December 31, 2023	$	948,582
Plus:
Increase in redemption value of Class A ordinary shares subject to possible redemption		13,640
Class A ordinary shares subject to possible redemption as of March 31, 2024	$	962,222

Net Income Per Ordinary Share

The tables below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of ordinary shares:

	For the Three Months Ended March 31,
	2024						2023
	Class A			Class B			Class A		Class B
Basic and diluted net (loss) income per ordinary share:
Numerator:
Allocation of net (loss) income	$	(3,404	)	$	(264,107	)	$	950,290	$	402,303
Denominator:
Basic and diluted weighted average ordinary shares outstanding		81,520			6,325,000			14,940,427		6,325,000

Basic and diluted net (loss) income per ordinary share	$	(0.04	)	$	(0.04	)	$	0.06	$	0.06

Income Taxes

Recent Accounting Pronouncements

Initial Public Offering

3 Months Ended

Mar. 31, 2024

Initial Public Offering [Abstract]

INITIAL PUBLIC OFFERING

NOTE 3 - INITIAL PUBLIC OFFERING

Related Party Transactions

3 Months Ended

Mar. 31, 2024

RELATED PARTY TRANSACTIONS

NOTE 4 - RELATED PARTY TRANSACTIONS

Founder Shares

Private Placement Warrants

Promissory Note - Related Party

Working Capital Loans

Administrative Support Agreement

Due from Related Party

On June 20, 2023, the Company was paid the $1,057,397 due from related party in full and the amount owed to the Company was transferred into the Company’s operating bank account.

As of March 31, 2024 and December 31, 2023, the Company had a balance of $0, due from a related party to support the Company’s operations. The balance was unsecured and non-interest bearing.

Advances from Sponsor

Commitments and Contingencies

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 5 - COMMITMENTS AND CONTINGENCIES

Registration Rights

Underwriting Agreement

Risks and Uncertainties

Termination of Previously Planned Merger Agreement

Shareholders’ Deficit

3 Months Ended

Mar. 31, 2024

Shareholders’ Deficit [Abstract]

SHAREHOLDERS’ DEFICIT

NOTE 6 - SHAREHOLDERS’ DEFICIT

Warrants - As of March 31, 2024 and December 31, 2023, 12,650,000 Public Warrants and 8,875,000 Private Placement Warrants were outstanding.

The warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00

Once the warrants become exercisable, the Company may call the Public Warrants for redemption (except with respect to the Private Placement Warrants):

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon a minimum of 30 days’ prior written notice of redemption; and

●

Fair Value Measurements

3 Months Ended

Mar. 31, 2024

Fair Value Measurements [Abstract]

FAIR VALUE MEASUREMENTS

NOTE 7 - FAIR VALUE MEASUREMENTS

The following tables present information about the Company’s financial assets that are measured at fair value on a recurring basis by level within the fair value hierarchy:

March 31, 2024

Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account - Money Market Fund	$	1,062,222	$	—	$	—

December 31, 2023

Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account - Money Market Fund	$	1,048,582	$	—	$	—

Subsequent Events

3 Months Ended

Mar. 31, 2024

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 8 - SUBSEQUENT EVENTS

Accounting Policies, by Policy (Policies)

3 Months Ended

Mar. 31, 2024

Summary of Significant Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Principles of Consolidation

Principles of Consolidation

Emerging Growth Company

Emerging Growth Company

Use of Estimates

Use of Estimates

Cash and Cash Equivalents

Cash and Cash Equivalents

Investments Held in Trust Account

Investments Held in Trust Account

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Fair Value Measurements

Fair Value Measurements

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●

Derivative Financial Instruments

Derivative Financial Instruments

Offering Costs Associated with the Initial Public Offering

Offering Costs Associated with the Initial Public Offering

Class A Ordinary Shares Subject to Possible Redemption

Class A Ordinary Shares Subject to Possible Redemption

On August 31, 2023, GGAA held a second extraordinary general meeting of shareholders at which holders of 5,883,786 ordinary shares in the Company were present virtually or by proxy, representing approximately 92% of the voting power of the 6,426,039 ordinary shares issued and outstanding entitled to vote at the Extraordinary General Meeting at the close of business on August 7, 2023, which was the record date for the Extraordinary General Meeting. In connection with the Second Extension Amendment Proposal, Shareholders holding an aggregate of 19,519 Class A ordinary shares of GGAA, representing approximately 0.3% of the issued and outstanding Class A ordinary shares in GGAA, elected to redeem such shares for a pro rata portion of the funds in GGAA’s trust account. As a result, approximately $246,605 (approximately $12.63 per share) was debited from the Company’s trust account to pay such holders. Accordingly, as of March 31, 2024 and December 31, 2023, 81,520 Class A ordinary shares subject to possible redemption, respectively are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets.

The Class A ordinary shares subject to possible redemption reflected on the accompanying balance sheets are reconciled on the following table:

Class A ordinary shares subject to possible redemption as of December 31, 2022	$	262,860,151
Less:
Redemption of ordinary shares		(263,572,019	)
Plus:
Increase in redemption value of Class A ordinary shares subject to possible redemption		1,660,450
Class A ordinary shares subject to possible redemption as of December 31, 2023	$	948,582
Plus:
Increase in redemption value of Class A ordinary shares subject to possible redemption		13,640
Class A ordinary shares subject to possible redemption as of March 31, 2024	$	962,222

Net Income Per Ordinary Share

Net Income Per Ordinary Share

The tables below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of ordinary shares:

	For the Three Months Ended March 31,
	2024						2023
	Class A			Class B			Class A		Class B
Basic and diluted net (loss) income per ordinary share:
Numerator:
Allocation of net (loss) income	$	(3,404	)	$	(264,107	)	$	950,290	$	402,303
Denominator:
Basic and diluted weighted average ordinary shares outstanding		81,520			6,325,000			14,940,427		6,325,000

Basic and diluted net (loss) income per ordinary share	$	(0.04	)	$	(0.04	)	$	0.06	$	0.06

Income Taxes

Income Taxes

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2024

Summary of Significant Accounting Policies [Abstract]

Schedule of Class A Ordinary Shares Subject to Possible Redemption

The Class A ordinary shares subject to possible redemption reflected on the accompanying balance sheets are reconciled on the following table:

Class A ordinary shares subject to possible redemption as of December 31, 2022	$	262,860,151
Less:
Redemption of ordinary shares		(263,572,019	)
Plus:
Increase in redemption value of Class A ordinary shares subject to possible redemption		1,660,450
Class A ordinary shares subject to possible redemption as of December 31, 2023	$	948,582
Plus:
Increase in redemption value of Class A ordinary shares subject to possible redemption		13,640
Class A ordinary shares subject to possible redemption as of March 31, 2024	$	962,222

Schedule of Basic and Diluted Net Loss Per Share For Each Class of Ordinary Shares

The tables below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of ordinary shares:

	For the Three Months Ended March 31,
	2024						2023
	Class A			Class B			Class A		Class B
Basic and diluted net (loss) income per ordinary share:
Numerator:
Allocation of net (loss) income	$	(3,404	)	$	(264,107	)	$	950,290	$	402,303
Denominator:
Basic and diluted weighted average ordinary shares outstanding		81,520			6,325,000			14,940,427		6,325,000

Basic and diluted net (loss) income per ordinary share	$	(0.04	)	$	(0.04	)	$	0.06	$	0.06

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2024

Fair Value Measurements [Abstract]

Schedule of Company’s Financial Assets that are Measured at Fair Value

The following tables present information about the Company’s financial assets that are measured at fair value on a recurring basis by level within the fair value hierarchy:

Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account - Money Market Fund	$	1,062,222	$	—	$	—

Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account - Money Market Fund	$	1,048,582	$	—	$	—

Description of Organization, Business Operations and Going Concern (Details) - USD ($)						3 Months Ended	12 Months Ended
	May 21, 2024	Aug. 31, 2023	Dec. 21, 2021	Dec. 13, 2021	May 26, 2021	Mar. 31, 2024	Dec. 31, 2023	Dec. 09, 2022	Dec. 08, 2021
Description of Organization, Business Operations and Going Concern [Line Items]
Price per unit (in Dollars per share)		$ 12.63
Dissolution expenses						$ 100,000
Fair value percentage						80.00%
Public price per share (in Dollars per share)						$ 11.8	$ 11.64
Trust account						$ 263,325,414
Trust account per share (in Dollars per share)						$ 10.45
Share price (in Dollars per share)						$ 18
Voting percentage of proxy		92.00%
Deposits		$ 246,605				$ 246,605
Proposed business combination, description						(i) the Assigned Patent Rights, including the Additional Rights, as such terms are defined in the Patent Purchase Agreement, and (ii) all other intellectual property rights acquired by the Sponsor under the Patent Purchase Agreement, and (b) the Company will pay to the Sponsor one thousand dollars ($1,000) and will assume and agree to perform and discharge all of the Sponsor’s obligations under the Patent Purchase Agreement, including the obligation to pay to MindMaze a purchase price of $21 Million (the “MindMaze IP Purchase Price”) on or prior to May 31, 2024 (the “Outside Date”) and the obligation to share certain revenues with MindMaze, on the terms and subject to the conditions set forth in the Patent Purchase Agreement (collectively, the “Transaction”).
outstanding shares percentage	91.34%
Working capital deficit						$ 5,600,000
Loan payment						$ 453,000
Business Combination [Member]
Description of Organization, Business Operations and Going Concern [Line Items]
Price per warrant (in Dollars per share)						$ 11.5
Percentage of voting securities						50.00%
Percentage of public shares						100.00%
Business Combination [Member]
Description of Organization, Business Operations and Going Concern [Line Items]
Price per warrant (in Dollars per share)						$ 1
Sponsor [Member]
Description of Organization, Business Operations and Going Concern [Line Items]
Sponsor deposit								$ 2,530,000
Share price (in Dollars per share)						10
Cover expense					$ 500,000
Class A Ordinary Shares [Member]
Description of Organization, Business Operations and Going Concern [Line Items]
Price per unit (in Dollars per share)						$ 11.5
Warrants (in Shares)						8,875,000
Shareholders elected to redeem (in Shares)						25,198,961
Ordinary shares percentage						99.60%
Ordinary shares issued (in Shares)
Ordinary shares outstanding (in Shares)
Aggregate shares (in Shares)						19,519
Percentage of Issued and Outstanding		0.30%				0.30%
Purchase shares (in Shares)						8,875,000
Ordinary shares [Member]
Description of Organization, Business Operations and Going Concern [Line Items]
Company ordinary shares (in Shares)		5,883,786
Voting percentage of proxy		92.00%
Ordinary shares issued (in Shares)		6,426,039
Ordinary shares outstanding (in Shares)		6,426,039
Class B ordinary shares [Member]
Description of Organization, Business Operations and Going Concern [Line Items]
Ordinary shares issued (in Shares)						6,325,000	6,325,000
Ordinary shares outstanding (in Shares)						6,325,000	6,325,000
Class B ordinary shares [Member] \| Business Combination Agreement [Member]
Description of Organization, Business Operations and Going Concern [Line Items]
Percentage of ownership						98.70%
Class B ordinary shares [Member] \| Business Combination [Member]
Description of Organization, Business Operations and Going Concern [Line Items]
Ownership shares (in Shares)						6,325,000
Class B ordinary shares [Member] \| Sponsor [Member]
Description of Organization, Business Operations and Going Concern [Line Items]
Ordinary shares issued (in Shares)									6,325,000
Forecast [Member]
Description of Organization, Business Operations and Going Concern [Line Items]
Company ordinary shares (in Shares)	5,852,011
outstanding shares percentage	91.34%
Forecast [Member] \| Ordinary shares [Member]
Description of Organization, Business Operations and Going Concern [Line Items]
Aggregate shares (in Shares)	67,883
IPO [Member]
Description of Organization, Business Operations and Going Concern [Line Items]
Units issued (in Shares)				22,000,000
Price per unit (in Dollars per share)						$ 12.63
Gross proceeds				$ 220,000,000
Incurring offering costs				19,000,000
Deferred underwriting fees				$ 12,100,000
Dissolution expenses						$ 100,000
Aggregate shares percentage						15.00%
Cover expense						$ 25,000
IPO [Member] \| Class A Ordinary Shares [Member]
Description of Organization, Business Operations and Going Concern [Line Items]
Price per unit (in Dollars per share)				$ 10
Underwriters [Member]
Description of Organization, Business Operations and Going Concern [Line Items]
Units issued (in Shares)				3,300,000
Over-Allotment Option [Member]
Description of Organization, Business Operations and Going Concern [Line Items]
Units issued (in Shares)			3,300,000
Price per unit (in Dollars per share)			$ 10			$ 10
Gross proceeds			$ 33,000,000
Incurring offering costs			2,100,000
Deferred underwriting commissions			1,800,000
Net proceeds						$ 253,000,000
Private Placement [Member]
Description of Organization, Business Operations and Going Concern [Line Items]
Gross proceeds			825,000
Warrants (in Shares)						8,050,000
Price per warrant (in Dollars per share)						$ 1
Private Placement [Member] \| Sponsor [Member]
Description of Organization, Business Operations and Going Concern [Line Items]
Gross proceeds						$ 8,100,000
Private Placement Warrant [Member]
Description of Organization, Business Operations and Going Concern [Line Items]
Gross proceeds			$ 800,000
Warrants (in Shares)			1
Price per warrant (in Dollars per share)			$ 1
Aggregate shares of purchase (in Shares)			825,000

Summary of Significant Accounting Policies (Details) - USD ($)		3 Months Ended
	Aug. 31, 2023	Mar. 31, 2024	Dec. 31, 2023	Dec. 13, 2021
Summary of Significant Accounting Policies [Line Items]
Cash and cash equivalents (in Dollars)		$ 0	$ 0
Investments held in Trust Account (in Dollars)		1,062,222	$ 1,048,582
Trust account to pay (in Dollars)		$ 263,325,414
Trust account per share (in Dollars per share)		$ 10.45
Voting percentage of proxy	92.00%
Voting power of ordinary shares issued	6,426,039
Voting power of ordinary shares outstanding	6,426,039
Deposits (in Dollars)	$ 246,605	$ 246,605
Price per share (in Dollars per share)	$ 12.63
Class A Ordinary Shares [Member]
Summary of Significant Accounting Policies [Line Items]
Shareholders elected to redeem		25,198,961
Percentage of share outstanding		99.60%
Aggregate shares	19,519
Percentage of issued and outstanding	0.30%	0.30%
Price per share (in Dollars per share)		$ 11.5
Ordinary Shares [Member]
Summary of Significant Accounting Policies [Line Items]
Ordinary shares	5,883,786
Voting percentage of proxy	92.00%
Class A Ordinary Shares Subject to Possible Redemption [Member]
Summary of Significant Accounting Policies [Line Items]
Subject to possible redemption		81,520	81,520
IPO [Member]
Summary of Significant Accounting Policies [Line Items]
Private placement warrants		12,650,000
Price per share (in Dollars per share)		$ 12.63
IPO [Member] \| Class A Ordinary Shares [Member]
Summary of Significant Accounting Policies [Line Items]
Price per share (in Dollars per share)				$ 10
Private Placement Warrants [Member]
Summary of Significant Accounting Policies [Line Items]
Private placement warrants		8,875,000
Private Placement Warrants [Member] \| Class A Ordinary Shares [Member]
Summary of Significant Accounting Policies [Line Items]
Aggregate shares		21,525,000

Summary of Significant Accounting Policies (Details) - Schedule of Class A Ordinary Shares Subject to Possible Redemption - Class A Ordinary Shares Subject to Possible Redemption [Member] - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Temporary Equity [Line Items]
Shares subject to possible redemption	$ 948,582	$ 262,860,151
Redemption of ordinary shares		(263,572,019)
Increase in redemption value of Class A ordinary shares subject to possible redemption	13,640	1,660,450
Shares subject to possible redemption	$ 962,222	$ 948,582

Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Loss Per Share For Each Class of Ordinary Shares - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Class A Ordinary Shares [Member]
Numerator:
Allocation of net (loss) income	$ (3,404)	$ 950,290
Denominator:
Basic weighted average ordinary shares outstanding	81,520	14,940,427
Basic net (loss) income per ordinary share	$ (0.04)	$ 0.06
Class B Ordinary Shares [Member]
Numerator:
Allocation of net (loss) income	$ (264,107)	$ 402,303
Denominator:
Basic weighted average ordinary shares outstanding	6,325,000	6,325,000
Basic net (loss) income per ordinary share	$ (0.04)	$ 0.06

Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Loss Per Share For Each Class of Ordinary Shares (Parentheticals) - $ / shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Class A Ordinary Shares [Member]
Schedule of Basic and Diluted Net Loss Per Share For Each Class of Ordinary Shares [Line Items]
Diluted weighted average ordinary shares outstanding	81,520	14,940,427
Diluted net (loss) income per ordinary share	$ (0.04)	$ 0.06
Class B Ordinary Shares [Member]
Schedule of Basic and Diluted Net Loss Per Share For Each Class of Ordinary Shares [Line Items]
Diluted weighted average ordinary shares outstanding	6,325,000	6,325,000
Diluted net (loss) income per ordinary share	$ (0.04)	$ 0.06

Initial Public Offering (Details) - USD ($) $ / shares in Units, $ in Millions	Dec. 21, 2021	Dec. 13, 2021	Mar. 31, 2024	Dec. 31, 2023
Public Warrants [Member]
Initial Public Offering [Line Items]
Price of per unit (in Dollars per share)			$ 11.5
Class A Ordinary Shares [Member]
Initial Public Offering [Line Items]
Number of shares in a unit (in Shares)			1
Ordinary share, par value (in Dollars per share)			$ 0.0001	$ 0.0001
IPO [Member]
Initial Public Offering [Line Items]
Initial public offering unit (in Shares)		22,000,000
Gross proceeds		$ 220.0
Offering costs		19.0
Deferred underwriting fees		$ 12.1
IPO [Member] \| Class A Ordinary Shares [Member]
Initial Public Offering [Line Items]
Offering price per share (in Dollars per share)		$ 10
Over-Allotment Option [Member]
Initial Public Offering [Line Items]
Initial public offering unit (in Shares)	3,300,000
Offering price per share (in Dollars per share)	$ 10
Gross proceeds	$ 33.0
Offering costs	2.1
Deferred underwriting commissions	$ 1.8

Related Party Transactions (Details) - USD ($)								3 Months Ended		12 Months Ended
Related Party Transactions (Details) - USD ($)	Aug. 31, 2023	Dec. 09, 2022	Dec. 31, 2021	Dec. 21, 2021	Dec. 08, 2021	Sep. 20, 2021	May 26, 2021	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Jun. 20, 2023
Related Party Transactions [Line Items]
Shares were subject to forfeiture (in Shares)				825,000
Receivable amount			$ 25,000	$ 25,000
Company borrowed amount								$ 453,000
Repaid amount			200,000
Warrants outstanding balance			228,000
Deposit into trust account		$ 2,530,000
Notes payable								2,530,000		$ 2,400,489
Incurred and accrued expenses								30,000	$ 30,000
Outstanding balance								150,000		120,000
Due from related party											$ 1,057,397
Advance to sponsor								$ 214,177
Business Combination [Member]
Related Party Transactions [Line Items]
Price per warrant (in Dollars per share)								$ 1
Working capital loans								$ 1,500,000
Office space, secretarial and administrative services					$ 10,000
Sponsor [Member]
Related Party Transactions [Line Items]
Founder shares			$ 1,500				$ 25,000
Per share value (in Dollars per share)							$ 0.003
Shares issued (in Shares)			474,375
Stock hold during the period (in Shares)								5,850,625
Cover expense							$ 500,000
Nomura [Member]
Related Party Transactions [Line Items]
Stock hold during the period (in Shares)								474,375
Related Party [Member]
Related Party Transactions [Line Items]
Due from related party								$ 0		$ 0
Class B Ordinary Shares [Member]
Related Party Transactions [Line Items]
Shares, par value (in Dollars per share)								$ 0.0001		$ 0.0001
Aggregated ordinary shares (in Shares)								6,325,000		6,325,000
Class B Ordinary Shares [Member] \| Sponsor [Member]
Related Party Transactions [Line Items]
Shares issued (in Shares)							7,187,500
Shares, par value (in Dollars per share)							$ 0.0001
Ordinary shares (in Shares)						1,437,500
Aggregated ordinary shares (in Shares)					6,325,000
Class A Ordinary Shares [Member]
Related Party Transactions [Line Items]
Per share value (in Dollars per share)								$ 11.5
Shares issued (in Shares)	19,519
Shares, par value (in Dollars per share)								$ 0.0001		$ 0.0001
Aggregated ordinary shares (in Shares)
Warrant issued (in Shares)								8,875,000
Founder Shares [Member]
Related Party Transactions [Line Items]
Shares were subject to forfeiture (in Shares)								825,000
Percentage of founder Shares								20.00%
Over-Allotment Option [Member]
Related Party Transactions [Line Items]
Purchase additional units (in Shares)				3,300,000
Gross proceeds				$ 33,000,000
Private Placement [Member]
Related Party Transactions [Line Items]
Warrant issued (in Shares)								8,050,000
Price per warrant (in Dollars per share)								$ 1
Generating proceeds								$ 8,100,000
Gross proceeds				$ 825,000
Private Placement [Member] \| Sponsor [Member]
Related Party Transactions [Line Items]
Gross proceeds								$ 8,100,000
Private Placement Warrants [Member]
Related Party Transactions [Line Items]
Warrant issued (in Shares)				1
Price per warrant (in Dollars per share)				$ 1
Aggregate shares of purchase (in Shares)				825,000
Gross proceeds				$ 800,000
Private Placement Warrants [Member] \| Class A Ordinary Shares [Member]
Related Party Transactions [Line Items]
Shares issued (in Shares)								21,525,000

Commitments and Contingencies (Details) - USD ($)		3 Months Ended
Commitments and Contingencies (Details) - USD ($)	May 21, 2024	Mar. 31, 2024	Nov. 20, 2023
Commitments and Contingencies [Line Items]
Underwriting discount per unit (in Dollars per share)		$ 0.55
Underwriting expenses		$ 13,900,000
Outstanding shares percentage	91.34%
Sponsor [Member]
Commitments and Contingencies [Line Items]
Obligations amount			$ 1,000
MindMaze [Member] \| Patent Purchase Agreement [Member]
Commitments and Contingencies [Line Items]
Purchase obligation			$ 21,000,000
Forecast [Member]
Commitments and Contingencies [Line Items]
Company ordinary shares (in Shares)	5,852,011
Outstanding shares percentage	91.34%
Over-Allotment Option [Member]
Commitments and Contingencies [Line Items]
Underwriting discount per unit (in Dollars per share)		$ 0.1
Underwriting expenses		$ 2,500,000

Shareholders’ Deficit (Details) - $ / shares	3 Months Ended
Shareholders’ Deficit (Details) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Shareholders’ Deficit [Line Items]
Preference shares, shares authorized	5,000,000	5,000,000
Preference shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary share voting rights	one
Percentage of converted rate	20.00%
Warrants expiry, term	5 years
Percentage of total equity proceeds	60.00%
Exercise price of warrants (in Dollars per share)	$ 0.01
Percentage of market value	115.00%
Price of per share redemption (in Dollars per share)	$ 18
Notice of redemption period	30 days
Price of ordinary shares (in Dollars per share)	$ 18
Number of trading days	20 days
Business Combination [Member]
Shareholders’ Deficit [Line Items]
Price of per unit (in Dollars per share)	$ 11.5
Warrant [Member]
Shareholders’ Deficit [Line Items]
Exercise price of warrants (in Dollars per share)	$ 9.2
Class A Ordinary Shares [Member]
Shareholders’ Deficit [Line Items]
Ordinary shares, shares authorized	500,000,000	500,000,000
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares issued
Ordinary shares, shares outstanding
Issued price of per share (in Dollars per share)	$ 11.5
Percentage of market value	180.00%
Price of per share redemption (in Dollars per share)	$ 18
Class A Ordinary Shares [Member] \| Warrant [Member]
Shareholders’ Deficit [Line Items]
Exercise price of warrants (in Dollars per share)	$ 18
Class A Ordinary Shares Subject to Possible Redemption [Member]
Shareholders’ Deficit [Line Items]
Subject to possible redemption ordinary shares, shares issued	81,520	81,520
Ordinary shares, shares outstanding		81,520
Class B Ordinary Shares [Member]
Shareholders’ Deficit [Line Items]
Ordinary shares, shares authorized	50,000,000	50,000,000
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares issued	6,325,000	6,325,000
Ordinary shares, shares outstanding	6,325,000	6,325,000
Public Warrants [Member]
Shareholders’ Deficit [Line Items]
Warrants outstanding	12,650,000	12,650,000
Private Placement [Member]
Shareholders’ Deficit [Line Items]
Warrants outstanding	8,875,000	8,875,000
Price of per unit (in Dollars per share)	$ 1
Warrant [Member]
Shareholders’ Deficit [Line Items]
Issued price of per share (in Dollars per share)	$ 9.2

Fair Value Measurements (Details) - Schedule of Company’s Financial Assets that are Measured at Fair Value - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Quoted Prices in Active Markets (Level 1) [Member]
Assets:
Investments held in Trust Account - Money Market Fund	$ 1,062,222	$ 1,048,582
Significant Other Observable Inputs (Level 2) [Member]
Assets:
Investments held in Trust Account - Money Market Fund
Significant Other Unobservable Inputs (Level 3) [Member]
Assets:
Investments held in Trust Account - Money Market Fund

Subsequent Events (Details) - Forecast [Member]	May 21, 2024 shares
Subsequent Event [Line Items]
Company ordinary shares	5,852,011
Outstanding shares percentage	91.34%
May 2024 EGM [Member]
Subsequent Event [Line Items]
Aggregate shares	67,883

Genesis Growth Tech Acqu... (PK) (USOTC:GGAUF)
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