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
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Item 1.02 Termination of Material Definitive Agreement.
As previously announced, on August 26, 2022, Genesis Growth Tech Acquisition Corp., an exempted company incorporated under the laws of the Cayman Islands (“GGAA”) and Biolog-ID, a société anonyme organized under the laws of France (“Biolog-id”), entered into a Business Combination Agreement (the “BCA”). The BCA had contemplated that GGAA and Biolog-id would engage in a series of transactions pursuant to which, among other transactions, GGAA would merge with and into Biolog-id, with Biolog-id continuing as the surviving entity upon the closing of the transactions contemplated by the BCA.
Effective as of March 6, 2023 and in accordance with Section 7.1(a) of the BCA, GGAA and Biolog-id mutually agreed to terminate the BCA, pursuant to a termination agreement by and between GGAA and Biolog-id (the “Termination Agreement”). Under the Termination Agreement, GGAA waived and released all claims, obligations, liabilities and losses against Biolog-id and its Company Non-Party Affiliates, and Biolog-id waived and released all claims, obligations, liabilities and losses against GGAA and its SPAC Non-Party Affiliates, 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.
The foregoing description of the Termination Agreement is qualified in its entirety by reference to the full text of such agreement which is attached as an exhibit hereto and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 10.1 | Termination Agreement | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GENESIS GROWTH TECH ACQUISITION CORP. | ||
| Date: March 6, 2023 | By: | /s/ Eyal Perez |
| Name: | Eyal Perez | |
| Title: | Chief Executive Officer, Chief Financial Officer and Director | |
2
Exhibit 10.1
Execution Copy
TERMINATION OF THE
BUSINESS COMBINATION AGREEMENT
THIS TERMINATION OF THE BUSINESS COMBINATION AGREEMENT (this “Termination Agreement”) is entered into as of March 6, 2023 (the “Termination Date”), by and between Biolog-ID S.A., a French société anonyme (“Biolog”) and Genesis Growth Tech Acquisition Corp., a Cayman Islands exempted company (“SPAC” and together with Biolog, the “Parties”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the BCA (as defined below).
RECITALS
WHEREAS, the Parties entered into that certain Business Combination Agreement, dated as of August 26, 2022 (the “BCA”); and
WHEREAS, the Parties desire to terminate the BCA in accordance with Section 7.1(a) thereof as more fully 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, the Parties agree as follows:
TERMINATION
| 1. | Termination of BCA. In accordance with Section 7.1(a) of the BCA, SPAC and Biolog hereby agree by mutual consent to terminate the BCA effective as of the date hereof. Pursuant to and in accordance with Section 7.2 of the BCA, the BCA has become void and no Party shall have no further obligations thereunder (except as expressly set forth in Section 7.2). |
| 2. | Waiver; Release. |
| a. | Notwithstanding anything to the contrary in the BCA, the SPAC hereby irrevocably and unconditionally waives all claims or causes of action against Biolog and its Company Non-Party Affiliates and releases Biolog and its respective Company Non-Party Affiliates from any and all obligations, liabilities, losses or issues of whatsoever kind of nature, in each case, whether in contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise, whether accrued or unaccrued, whether known or unknown, whether asserted or unasserted, whether suspected or unsuspected, whether disclosed or undisclosed, that have been or could have been, could now be, or could in the future be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to the BCA or any other Transaction Support Agreements, or the negotiation, execution, or performance or non-performance of the BCA or any other Transaction Support Agreements (including any representation or warranty made in, in connection with, or as an inducement to, the BCA or any other Transaction Support Agreements); provided, however, that this Section 2(a) shall not impact, limit, restrict, or waive any terms, provisions, rights or obligations (i) that expressly survive the termination of the BCA pursuant to the first sentence of Section 7.2 or (ii) set forth in this Termination Agreement. |
| b. | Notwithstanding anything to the contrary in the BCA, Biolog hereby irrevocably and unconditionally waives all claims or causes of action against the SPAC and its SPAC Non-Party Affiliates and releases the SPAC and its SPAC Non-Party Affiliates from any and all obligations, liabilities, losses or issues of whatsoever kind of nature, in each case, whether in contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise, whether accrued or unaccrued, whether known or unknown, whether asserted or unasserted, whether suspected or unsuspected, whether disclosed or undisclosed, that have been or could have been, could now be, or could in the future be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to the BCA or any other Transaction Support Agreements, or the negotiation, execution, or performance or non-performance of the BCA or any other Transaction Support Agreement (including any representation or warranty made in, in connection with, or as an inducement to, the BCA or any other Transaction Support Agreement); provided, however, that this Section 2(a) shall not impact, limit, restrict, or waive any terms, provisions, rights or obligations (i) that expressly survive the termination of the BCA pursuant to the first sentence of Section 7.2 or (ii) set forth in this Termination Agreement. |
| 3. | Public Announcements. Before making any press release, public announcement or communication with respect to this Termination Agreement, the Party (or its Representative) making such press release or public announcement, unless and to the extent prohibited by applicable Law, shall reasonably consult with the other Party and provide it with an opportunity to review and comment on such press release, public announcement or communication and shall consider any such comments in good faith |
| 4. | Filing and Consent Fees. The Parties acknowledge and agree that notwithstanding the termination of the BCA, the Company shall be solely liable for all unpaid Filing and Consent Fees that constitute printer (i.e., EdgarAgents) fees and costs in connection with the Registration Statement / Proxy Statement and shall pay all such unpaid Filing and Consent Fees that constitute printer (i.e., EdgarAgents) fees and costs in connection with the Registration Statement / Proxy Statement within five (5) Business Days within the date hereof. |
| 5. | Governing Law; Waiver of Jury Trial; Jurisdiction; Trust Account Waiver. Section 8.5, Section 8.15, Section 8.16 and Section 8.18 of the BCA are hereby incorporated by reference into this Termination Agreement, mutatis mutandis. |
| 6. | Headings The descriptive headings contained in this Termination Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Termination Agreement. |
| 7. | Miscellaneous. Section 8.10 and Section 8.11 of the BCA are hereby incorporated by reference into this Termination Agreement, mutatis mutandis. |
[Signature Pages Follow]
IN WITNESS WHEREOF, SPAC and Biolog have caused this Termination Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.
| GENESIS GROWTH TECH ACQUISITION CORP. | ||
| By | /s/ Eyal Perez | |
| Name: | Eyal Perez | |
| Title: | Chairman & CEO | |
| BIOLOG-ID S.A. | ||
| By | /s/ Bruno Chappert | |
| Name: | Bruno Chappert | |
| Title: | Chief Executive Officer | |
[Signature Page to Termination Agreement]