Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Subsequent to the requisite shareholder approval having been obtained at the
Extraordinary General Meeting (as defined below) of Genesis Growth Tech
Acquisition Corp. ("GGAA") of the Extension Amendment Proposal and the
Redemption Limitation Amendment Proposal (as defined below), GGAA adopted the
Second Amended and Restated Memorandum and Articles of Association (the "Second
A&R Articles") and thereafter filed the Second A&R Articles with the Registrar
of Companies in the Cayman Islands.
The information disclosed in Item 5.07 of this Current Report on Form 8-K under
the headings "Proposal 1" and "Proposal 2" are incorporated by reference into
this Item 5.03 to the extent required herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
Extraordinary General Meeting
On February 22, 2023, GGAA held an extraordinary general meeting of shareholders
(the "Extraordinary General Meeting"), at which holders of 25,309,185 ordinary
shares in GGAA were present virtually or by proxy, representing approximately
80.0% of the voting power of the 31,625,000 ordinary shares issued and
outstanding entitled to vote at the Extraordinary General Meeting at the close
of business on January 27, 2023, which was the record date (the "Record Date")
for the Extraordinary General Meeting. Shareholders of record as of the close of
business on the Record Date are referred to herein as "Shareholders".
In connection with the Extension Amendment Proposal (as defined below),
Shareholders elected to redeem 25,198,961 Class A ordinary shares in GGAA,
representing approximately 99.6% of the issued and outstanding Class A ordinary
shares in GGAA, for a pro rata portion of the funds in GGAA's trust account. As
a result, approximately $263,325,413.52 (approximately $10.45 per share) will be
debited from GGAA's trust account to pay such holders.
Proposal 1
The Shareholders approved the proposal to amend GGAA's Amended and Restated
Memorandum and Articles of Association (the "Articles of Association"), by way
of special resolution, in the form of the Second A&R Articles, to extend the
date by which GGAA has to consummate a business combination (the "Business
Combination") from March 13, 2023 (which deadline was previously extended by
GGAA from December 13, 2022) to September 13, 2023 (i.e., for a period of time
ending 21 months after the consummation of its initial public offering (the
"IPO")) (the "Extension Amendment Proposal").
FOR AGAINST ABSTAIN
21,826,457 3,482,722 6
The foregoing description of the Second A&R Articles does not purport to be
complete and is qualified in its entirety by the terms of the Second A&R
Articles, a copy of which is attached hereto as Exhibit 3.1 and incorporated
herein by reference.
1
Proposal 2
The Shareholders approved the proposal to amend the Articles of Association, by
way of special resolution, in the form of the Second A&R Articles, to allow GGAA
to delete: (i) the limitation on share repurchases prior to the consummation of
a business combination that would cause GGAA's net tangible assets to be less
than $5,000,001 following such repurchases; (ii) the limitation that GGAA shall
not consummate a business combination if it would cause GGAA's net tangible
assets to be less than $5,000,001; and (iii) the limitation that GGAA shall not
redeem any Class A ordinary shares, par value $0.0001 per share, issued as part
of the units sold in the IPO that would cause GGAA's net tangible assets to be
less than $5,000,001 following such redemptions (the "Redemption Limitation
Amendment Proposal").
FOR AGAINST ABSTAIN
22,559,802 2,749,383 0
The foregoing description of the Second A&R Articles does not purport to be
complete and is qualified in its entirety by the terms of the Second A&R
Articles, a copy of which is attached hereto as Exhibit 3.1 and incorporated
herein by reference.
As there were sufficient votes to approve the Extension Amendment Proposal and
the Redemption Limitation Amendment Proposal, shareholder action on a third
proposal, to approve the adjournment of the Extraordinary General Meeting, if
necessary, to solicit additional proxies if there are not sufficient votes at
the time of the Extraordinary General Meeting to adopt the Extension Amendment
Proposal and the Redemption Limitation Amendment Proposal, was not required and
GGAA did not call the vote on that proposal.
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 Business Combination Agreement 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.
2
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 Business Combination Agreement;
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 Business Combination Agreement 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 Business Combination Agreement,
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-id'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.
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
3.1 Second Amended and Restated Memorandum and Articles of Association of
Genesis Growth Tech Acquisition Corp.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
3© Edgar Online, source Glimpses
GENESIS GROWTH TECH ACQUISITION CORP. 