SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Lui Samuel

(Last)

(First)

(Middle)

C/O GENESIS UNICORN CAPITAL CORP.

281 WITHERSPOON STREET, SUITE 120

(Street)

PRINCETON,

08540

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Genesis Unicorn Capital Corp. [ GENQ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock, par value $0.0001	02/17/2022		J		377,331⁽¹⁾	A	$10	2,330,581	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants to purchase Class A Common Stock	$11.5	02/17/2022		P		377,331		⁽²⁾	⁽³⁾	Class A Common Shares	377,331	⁽¹⁾	377,331	D

Explanation of Responses:

1. The reporting person is the manager of Genesis Unicorn Capital, LLC which is the sponsor (the "Sponsor"), of Genesis Unicorn Capital Corp. (the "Issuer') the issuer of the securities described herein. The Sponsor acquired 377,331 units of Genesis Unicorn Capital Corp. in a private placement purchase transaction at a price of $10 per unit. The private placement purchase transaction was completed simultaneously with the closing of the Issuer's initial public offering. Each unit consisted of one share of Class A Common Stock of the Issuer and one redeemable warrant to purchase one share of Class A Common Stock at a price of $11.50 per share. The reporting person has voting and dispositive power with respect to the securities subject to this report. The reporting person may be deemed to share beneficial ownership of the securities held of record by the Sponsor but disclaims any such beneficial ownership except to the extent of his pecuniary interest.

2. The warrants become exercisable on the later of (i) 30 days after the completion of the Issuer's initial business combination and (ii) 12 months from the closing of the Issuer's initial public offering.

3. The warrants expire five (5) years after the completion of the Issuer's initial business combination or earlier upon redemption by the Issuer or liquidation of the Issuer, as described in the Issuer's prospectus filed with the SEC on Form S-1 (File No. 333-257623).

	/s/ Samuel Lui	03/04/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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