Item 5.02. Departure of Directors or Certain Officers? Election of Directors? Appointment of Certain Officers? Compensatory Arrangements of Certain Officers.

On November 8, 2022, the Board of Directors of Genesis Growth Tech Acquisition Corp., a Cayman Islands limited company (the "Board" and the "Company," respectively) accepted the resignations of (i) Mr. Pierre Etienne Lallia and Mr. Massimo Prelz-Oltramonti as Board members and (ii) Mr. Simon Baker as a Board member (including his position as Co-Executive Chairman of the Board) and as the Company's Chief Operating Officer and Executive Head of M&A. Mr. Lallia and Mr. Prelz-Oltramonti each served on the Board's Audit Committee with Mr. Prelz-Oltramonti also serving on the Board's Compensation Committee and Nominating Committee. The decisions of Mr. Lallia, Mr. Prelz-Oltramonti and Mr. Baker to resign as, as applicable, a Company director and executive officer (in the case of Mr. Baker), was not the result of any dispute or disagreement with the Company on any matter relating to the Company's operation, policies or practices.

Following these resignations and subject to the planned addition of one or more new independent directors, the Board will be comprised of three members, including one independent director-Mr. Cem Habib. Mr. Habib serves on the Audit, Compensation and Nominating Committees, and the Board has designated Mr. Habib as the Audit Committee's financial expert.

The Company is a "Foreign Private Issuer" as defined in Rule 3b-4 under the U.S. Securities Exchange Act of 1934, as amended. To ensure continued compliance with the corporate governance rules (generally referred to as the Rule 5600 Series) set forth in the NASDAQ Listing Rules (the "Listing Rules"), the Company has (i) notified NASDAQ that, to the extent permitted by the Listing Rules, it may follow its home country practice of the Cayman Islands and (ii) provided NASDAQ the requisite opinion of its Cayman Islands counsel regarding the Company's ability to do so.

As a Foreign Private Issuer, the Company is relying on the provisions of Listing Rule 5615(a)(3) as follows:

? Audit Committee: Rule 5615(a)(3) requires that the Company have an Audit

Committee meeting the requirements of Listing Rules 5605(c)(3) and

5605(c)(2)(A)(ii). Listing Rule 5605(c)(3) requires the Audit Committee to have

specified authority and responsibilities and Listing Rule 5605(c)(2)(A)(ii)

requires each member to meet the requisite independence standards but neither

requires that the Audit Committee have more than one member. The Company

intends to add at least one additional Audit Committee member meeting the

requisite independence standards.

? Compensation Committee: Rule 5615(a)(3) exempts Foreign Private Issuers from

all Compensation Committee requirements, including the requirement that

Compensation Committee have at least two independent directors each of whom

meets the requisite independence standards. The Company intends to maintain its

Compensation Committee and intends to add an additional member meeting the

requisite independence standards.

? Majority Independent Directors: Subject to possible changes in Board

composition, the Company is relying on the provisions of Listing Rule

5615(a)(3) to exempt it from the requirement that on or after December 13, 2022

(the one-year anniversary of the Company's initial public offering) a majority

of the Board be comprised of independent directors.






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Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



Exhibit No.                                   Description
104           Cover Page Interactive Data File (embedded within the Inline XBRL document)




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