UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
December 13, 2022 (
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including
area code: +
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01. Entry into a Material Definitive Agreement
On December 12, 2022, Genesis Growth Tech Acquisition Corp., an exempted company incorporated under the laws of the Cayman Islands (Nasdaq: GGAA) (“GGAA”), Genesis Growth Tech LLC, a limited liability company incorporated under the laws of the Cayman Islands (the “GGAA Sponsor”) and Biolog-ID, a société anonyme organized under the laws of France (“Biolog-id”) entered into a Letter Agreement (the “Letter Agreement”), in connection with the GGAA Sponsor’s payment on behalf of Biolog-id of the Extension Payment (as defined below) to extend the date by which GGAA and Biolog-id must complete their previously announced business combination (the “Business Combination”) from December 13, 2023 to March 13, 2023. Under the Letter Agreement, upon closing of the Business Combination, the Extension Payment (as defined below) plus interest thereon at an annual percentage rate of 5% from December 9, 2022 shall be, at the GGAA Sponsor’s election: (a) repaid by Biolog-id to the GGAA Sponsor in cash or (b) converted into an aggregate number of Biolog-id ordinary shares having an equivalent aggregate value, after giving effect to certain pre-Business Combination transactions, on a fully-diluted basis and with an assumed Biolog-id equity value of €186 million, and transferred to the GGAA Sponsor.
The parties have further agreed that, pursuant to the terms of the Business Combination Agreement, dated as of August 26, 2022 (the “BCA”), by and between GGAA and Biolog-id, Biolog-id remains obligated to fund the second extension payment, if necessary. If the Business Combination is not consummated (unless the Business Combination Agreement is terminated by GGAA as a result of an intentional breach thereof by Biolog-id), the GGAA Sponsor shall have no right to the repayment of the Extension Payment (including any interest thereon), whether in cash or in ordinary shares of Biolog-id.
The foregoing description of the Letter Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of such agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K, and the terms of which are incorporated herein by reference.
Item 8.01. Other Events
On December 9, 2022, a deposit in the amount of $2,530,000 (the “Extension Payment”) was made by the GGAA Sponsor on behalf of Biolog-id into GGAA’s trust account for purposes of effecting the extension of the date by which GGAA must consummate a business combination (the “Extension”) by three months from December 13, 2022 to March 13, 2023. The Extension provides GGAA and Biolog-id additional time to complete the Business Combination in accordance with the BCA. The Extension is the first of up to two three-month extensions permitted under GGAA’s governing documents.
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Additional Information
In connection with the proposed Business Combination, pursuant to which GGAA will be merged with and into Biolog-id, with Biolog-id as the surviving company, (i) GGAA filed a Current Report on Form 8-K with the U.S. Securities and Exchange Commission (“SEC”) on August 26, 2022 describing the Business Combination and the BCA and (ii) Biolog-id intends to file with the SEC a Registration Statement on Form F-4, including a proxy statement of GGAA and prospectus of Biolog-id. GGAA’s shareholders and public warrantholders and other interested persons are advised to read, when available, the proxy statement of GGAA and prospectus of Biolog-id and the amendments thereto, as well as other documents filed with the SEC in connection with the proposed merger and the warrant amendment proposal to effect the warrant conversion, as these materials will contain important information about the businesses of Biolog-id and GGAA, the proposed merger and the warrant amendment proposal to effect the warrant conversion. When available, the proxy statement of GGAA and prospectus of Biolog-id and other relevant materials for the proposed merger and the related warrant amendment proposal will be mailed to all GGAA shareholders and public warrantholders. GGAA shareholders and public warrantholders will also be able to obtain copies of the prospectus/proxy statement and other documents filed with the SEC, without charge, once available, at the SEC’s website at www.sec.gov, or by visiting the Genesis website at https://www.genesisgrowthtechspac.com/filings.
Participants in the Solicitation
GGAA, Biolog-id and certain of their respective directors and executive officers may be deemed participants in the solicitation of proxies from GGAA’s shareholders and public warrantholders with respect to the proposed merger and warrant amendment proposal. A list of the names of those directors and executive officers and a description of their interests in GGAA and/or the proposed merger will be included in the prospectus of Biolog-id/proxy statement of GGAA for the proposed merger and warrant amendment proposal when available. The definitive proxy statement of GGAA will be mailed to GGAA’s shareholders and public warrantholders as of a record date to be established for voting on the proposed merger and Warrant Amendment Proposal when it becomes available. A free copy of the proxy statement of GGAA, as well as other filings containing information about GGAA, can be found at www.sec.gov or by directing a request to GGAA or Biolog-ID.
Forward Looking Statements
Certain statements made or incorporated by reference herein are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward-looking statements (i) include those with respect to the proposed Business Combination between GGAA and Biolog-id, pursuant to which GGAA will be merged with and into Biolog-id, with Biolog-id as the surviving company, and (ii) reflect GGAA’s or Biolog-id’s current expectations or beliefs concerning future events and actual events may differ materially from current expectations. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from those discussed in the forward-looking statements. Most of these factors are outside GGAA’s and Biolog-id’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: the occurrence of any event, change, or other circumstances that could give rise to the termination of the BCA; the amount of any redemption requests made by GGAA’s public shareholders; the outcome of any legal proceedings that may be instituted against GGAA and Biolog-id following the announcement of the BCA and the transactions contemplated therein; the inability to complete the proposed Business Combination, including due to failure to obtain the approval of GGAA’s shareholders and warrantholders (with respect to certain warrant amendments and warrant conversions) and Biolog-id’s shareholders, certain regulatory approvals, or satisfy other conditions to closing in the BCA, including the satisfaction of the minimum cash condition following redemptions by GGAA’s public shareholders; the impact of COVID-19 on Biolog-id’s business and/or the ability of the parties to complete the proposed Business Combination; the inability to obtain or maintain the listing of Biolog-id’s ADSs on Nasdaq following the proposed Business Combination; the risk that the proposed Business Combination disrupts current plans and operations as a result of the announcement and consummation of the proposed Business Combination; Biolog-id’s ability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, competition and the ability of the combined company to grow and manage growth profitably; the commercial success of Biolog-id’s solutions and ability to attain significant market acceptance; continued growth of the data and analytics market and Biolog-id’s ability to expand into broader segments of the addressable market; Biolog-id’s ability to penetrate foreign markets and promote its solutions; Biolog’s ability to grow new and maintain existing relationships with customers; continued development of patented technology and protection of these intellectual property rights; the timing and amount of estimated future production, costs of production, capital expenditures and requirements for additional capital of Biolog-id; Biolog-id’s cash flow provided by operating activities; Biolog-id’s dependence on key management personnel and executive officers; supply chain issues and other risks and uncertainties indicated from time to time in the proxy statement of GGAA and prospectus of Biolog-id relating to the proposed Business Combination, including those under “Risk Factors” therein, and in GGAA’s other filings with the SEC. GGAA and Biolog-id caution that the foregoing list of factors is not exclusive. GGAA and Biolog-id caution readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. GGAA and Biolog-id do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based.
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No Offer or Solicitation
This communication is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of GGAA, the combined company or Biolog-id, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Letter Agreement, dated as of December 12, 2022, by and among Genesis Growth Tech Acquisition Corp., Genesis Growth Tech LLC and Biolog-ID S.A. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GENESIS GROWTH TECH ACQUISITION CORP. | ||
| Date: December 13, 2022 | By: | /s/ Eyal Perez |
| Name: | Eyal Perez | |
| Title: | Chief Executive Officer, Chief Financial Officer and Director | |
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Exhibit 10.1
This Letter Agreement is dated as of December 12, 2022 by and among Biolog-id, a société anonyme organized under the laws of France (“Biolog-id”), Genesis Growth Tech Acquisition Corp., an exempted company incorporated under the laws of the Cayman Islands (“GGAA”), and Genesis Growth Tech LLC, a Cayman Islands limited liability company (“GGAA Sponsor”). Capitalized terms used but not defined herein have the meanings assigned thereto in the BCA (as defined below).
Whereas, Biolog-id and GGAA have entered into that certain Business Combination Agreement (the “BCA”), dated as of August 26, 2022, in connection with the Business Combination, including the Merger;
Whereas, subject to the terms and conditions of the BCA and GGAA’s organizational documents, (1) the parties have agreed to extend the date by which GGAA must complete its initial business combination (initially to March 13, 2023 and, if necessary to complete the Business Combination, to June 13, 2023) and (2) pursuant to Section 5.21 of the BCA, following receipt of written request from GGAA, Biolog-id shall transfer to GGAA or GGAA Sponsor an amount equal to $2,530,000 in cash for deposit into the Trust Account (for the benefit of the Public Shareholders) on or prior to December 13, 2022 (the “First Extension Payment”) and on or prior to March 13, 2023 (if necessary to complete the Business Combination, the “Second Extension Payment”) to effect each such extension;
Whereas, GGAA delivered such written request on December 6, 2022 and, following receipt of such request, (a) Biolog-id has informed GGAA that it is not in a position to timely fund the First Extension Payment and (b) GGAA Sponsor, for Biolog-id’s benefit, has caused the First Extension Payment to be timely deposited into the Trust Account;
Whereas, GGAA, GGAA Sponsor and Biolog-id have agreed to amend certain terms of the BCA as set forth herein;
NOW THEREFORE, in consideration of the mutual agreements contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, GGAA, GGAA Sponsor and Biolog-id hereby agree as follows:
1. At Closing of the Business Combination, the First Extension Payment, together with interest thereon at 5% annual percentage rate (“APR”) from the Trust Account deposit date, shall be, at GGAA Sponsor’s election (i) repaid by Biolog-id to GGAA Sponsor in cash in an account specified in writing by GGAA Sponsor no earlier than two (2) Business Days prior to Closing or (ii) converted into an aggregate number of Biolog-id ordinary shares having an equivalent aggregate value, after giving effect to the Biolog-id pre-Merger transactions, on a fully-diluted basis and with an assumed Biolog-id equity value of €186,000,000 (reflecting the benefit provided by GGAA Sponsor to Biolog-id and corresponding to Biolog-id’s valuation being used in its ongoing financing). GGAA and GGAA Sponsor acknowledge Biolog-id was not in a position to timely fund the First Extension Payment pursuant to Section 5.21 of the BCA. GGAA and GGAA Sponsor agree to waive all rights under the BCA (including, but not limited to, its termination rights of the BCA pursuant to Section 7.1 of the BCA) resulting from Biolog-id’s inability to timely transfer the First Extension Payment; provided, however, that this sentence shall not apply to any rights of GGAA and/or GGAA Sponsor under this Letter Agreement.
2. For the avoidance of doubt, Biolog-id remains obligated pursuant to Section 5.21 of the BCA to fund the Second Extension Payment. If Biolog-id does not timely fund the Second Extension Payment and GGAA Sponsor, for Biolog-id’s benefit, causes the Second Extension Payment to be timely deposited into the Trust Account, the Second Extension Payment shall be, together with interest thereon at 5% APR from the Trust Account deposit date, at GGAA Sponsor’s election repaid or converted into Biolog-id ordinary shares as provided in Section 1 of this Letter Agreement.
3. For avoidance of doubt, GGAA Sponsor’s right to elect to convert the amounts owed to it into Biolog-id ordinary shares in accordance with Sections 1 and 2 of this Letter Agreement may be made in full or in part, at GGAA Sponsor’s election, in respect of all amounts owed by Biolog-id to GGAA Sponsor.
4. If the BCA is validly terminated by GGAA pursuant to Section 7.1(b) of the BCA prior to the Closing as a result of an intentional breach by Biolog-id (an “Intentional Breach Termination”), all extension payments paid by GGAA Sponsor pursuant to Sections 1 and 2 (together with interest thereon) of this Letter Agreement shall be due and payable by Biolog-id upon such termination with such amounts convertible at GGAA Sponsor’s option into Biolog-id ordinary shares as contemplated above. However, if the BCA is validly terminated in accordance with its terms prior to the Closing (other than for an Intentional Breach Termination), Biolog-id shall not be obligated to repay to GGAA Sponsor extension payments funded by it in accordance with paragraphs 1 and 2 (or interest thereon), GGAA Sponsor shall have no right to convert such amounts into Biolog-id ordinary shares and the parties hereto shall have no further obligations hereunder.
5. In connection with the BCA and for avoidance of doubt, in determining (i) the Closing SPAC Cash, the cash amounts repaid by Biolog-id at GGAA Sponsor’s election shall constitute Company Expenses and therefore shall not be included in the Closing Cash SPAC and (ii) for the purpose of the calculation of the Equity Value, Biolog’s obligation to repay the First Extension Payment and, if applicable, the Second Extension Payment pursuant to Sections 1 and 2 of this Letter Agreement shall not constitute the “outstanding Extension Amount” as defined in clause (c) of the definition of “Equity Value”.
6. The parties hereto agree that any notices delivered to Biolog-id pursuant to Section 8.4 of the BCA shall be sent to:
c/o Biolog-id S.A.
46/48 Avenue du Général Leclerc
92100 Boulogne-Billancourt
France
Attention: Jean-Louis Receveur
Email: jlouisreceveur@gmail.com
with a copy (which shall not constitute notice) to:
Linklaters LLP
1290 Avenue of the Americas
New York, NY 10104
United States of America
Attention: Bertrand Sénéchal, Jeffrey Cohen, Pierre-Emmanuel Perais
Email: bertrand.senechal@linklaters.com; jeffrey.cohen@linklaters.com; pierre-emmanuel.perais@linklaters.com
7. This Letter Agreement may be amended or modified only by a written agreement executed and delivered by each party hereto.
8. This Letter Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of Delaware; provided, however, that the laws of France shall apply to the extent necessary to the issuance of any Biolog-id ordinary shares contemplated hereby and the completion of the Biolog-id Pre-Closing Transactions.
9. This Letter Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Letter Agreement by e-mail, or scanned pages shall be effective as delivery of a manually executed counterpart to this Letter Agreement.
10. The provisions of Attachment 1 hereto are agreed.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, each of the parties hereto has caused this Letter Agreement to be duly executed on its behalf as of the day and year first above written.
| BIOLOG-ID S.A. | ||
| By: | /s/ Jean-Louis Receveur | |
| Name: | Jean-Louis Receveur | |
| Title: | CEO-Directeur Général | |
| GENESIS GROWTH TECH LLC | ||
| By: | /s/ Eyal Perez | |
| Name: | Eyal Perez | |
| Title: | Director | |
| GENESIS GROWTH TECH ACQUISITION CORP. | ||
| By: | /s/ Eyal Perez | |
| Name: | Eyal Perez | |
| Title: | Chief Executive Officer | |
[Signature Page to the Letter Agreement]
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Attachment 1
Reference is made to GGAA’s final prospectus, filed with the SEC (File No. 33-261248 and 333-261559) on December 13, 2021 (the “Prospectus”). Biolog-id acknowledges and agrees and understands that GGAA has established the Trust Account containing the proceeds of its IPO and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Public Shareholders and GGAA may disburse monies from the Trust Account only in the express circumstances described in the Prospectus.
For and in consideration of GGAA entering into this Letter Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Biolog-id hereby agrees on behalf of itself and its Representatives that, notwithstanding the foregoing or anything to the contrary in this Letter Agreement, neither Biolog-id nor any of its respective Representatives does now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Letter Agreement or any proposed or actual business relationship between GGAA or any of its Representatives, on the one hand, and, Biolog-id or any of its Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal Liability (any and all such claims are collectively referred to hereafter as the “Trust Account Released Claims”). Biolog-id, on their own behalf and on behalf of their respective Representatives, hereby irrevocably waives any Trust Account Released Claims that it or any of their respective Representatives may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, or Contracts with GGAA or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of any agreement with GGAA or its Affiliates).
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