NextTrip Holdings, Inc. entered into a definitive Agreement and Plan of Merger to acquire Genesis Growth Tech Acquisition Corp. (NasdaqGM:GGAA) in a reverse merger transaction from Nomura Securities International, Inc. and Genesis Growth Tech LLC, Eyal Perez and Olivier Plan for $150 million on May 22, 2023. Existing shareholders of NextTrip will exchange 100% of their equity holdings for equity in the SPAC in connection with the merger. The Merger Consideration to be paid to the NextTrip Shareholders will be paid solely by the delivery of new shares of the Company?s common stock; no cash consideration will be paid. Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, (i) upon the consummation of the transactions contemplated by the Merger Agreement (the ?Closing?), Merger Sub will merge with and into NextTrip (the ?Merger? and, together with the other transactions contemplated by the Merger Agreement, the ?Transactions?), with NextTrip continuing as the surviving corporation in the Merger and a wholly-owned subsidiary of the Company. In the Merger, (i) all shares of NextTrip capital stock (together, ?NextTrip Stock?) issued and outstanding immediately prior to the Effective Time will be converted into the right to receive the Merger Consideration (as defined below); and (ii) each outstanding NextTrip security convertible into NextTrip Stock, if not exercised or converted prior to the Effective Time, will be cancelled, retired and terminated and cease to represent a right to acquire, be exchanged for or convert into NextTrip Stock or Merger Consideration. As of the closing, the surviving entity, under the name NextTrip Holdings, Inc., is expected to be listed on the Nasdaq Global Market. The agreement has been approved by the Boards of Directors of both NextTrip and Genesis, is expected to close during the second half of 2023, subject to the approval of the shareholders of GGAA, regulatory approval, and other customary closing conditions. As of July 14, 2023, Genesis Growth Tech Acquisition Corp. received a notice from Nasdaq stating that it failed to meet the minimum market value requirements i.e. below $50 million, resulting in the delisting of its securities. As of August 1, 2023, The aggregate consideration to be paid $150 million subject to adjustments for NextTrip?s closing debt, net of cash. Consideration to be paid to the NextTrip Shareholders will be paid solely by the delivery of new shares of GGAA?s Series A Ordinary Shares, no cash consideration will be paid. If GGAA's initial business combination isn't completed by September 13, 2023, they'll liquidate, but if the Extension Amendment is approved, they'll have until December 13, 2024.

Lewis Brisbois Bisgaard & Smith LLP acted as legal advisor to NextTrip Holdings, Inc. Lehrer Financial & Economic Advisory Services acted as fairness opinion provider to NextTrip Holdings, Inc. Karen Smith of Advantage Proxy, Inc. acted as proxy solicitor Genesis Growth Tech Acquisition Corp.

NextTrip Holdings, Inc. cancelled the acquisition of Genesis Growth Tech Acquisition Corp. (NasdaqGM:GGAA) in a reverse merger transaction from Nomura Securities International, Inc. and Genesis Growth Tech LLC, Eyal Perez and Olivier Plan on August 16, 2023.