Item 1.01. Entry Into a Material Definitive Agreement

As approved by its stockholders at the special meeting of stockholders held on February 14, 2023 (the "Special Meeting"), Genesis Unicorn Capital Corp. ("GUCC") entered into an amendment to the Investment Management Trust Agreement, dated as of February 14, 2022, with Continental Stock Transfer & Trust Company, on February 14, 2023 (the "Trust Amendment"). Pursuant to the Trust Amendment, GUCC has the right to extend the time for GUCC to complete its business combination (the "Business Combination Period") under the Trust Agreement for a period of 12 months from February 17, 2023 to February 17, 2024 and to the extent GUCC's Amended and Restated Certificate of Incorporation is amended to extend the Business Combination Period, by depositing $0.06 for each issued and outstanding share of common stock issued in GUCC's initial public offering that has not been redeemed for each such one-month extension into GUCC's trust account ("Trust Account"). The Trust Amendment is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws.

As approved by its stockholders at the Special Meeting, GUCC filed an amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on February 14, 2023 giving GUCC the right to extend the Business Combination Period from February 17, 2023 to February 17, 2024.

As approved by its stockholders at the Special Meeting, GUCC also amended Section 9.2(a) of GUCC's Amended and Restated Certificate of Incorporation by deleting the existing Section 9.2(a) and replacing it with the following: "9.2(a) Prior to the consummation of the initial Business Combination, the Corporation shall provide all holders of Offering Shares with the opportunity to have their Offering Shares redeemed upon the consummation of the initial Business Combination or upon the vote of a proposal to amend the Amended and Restated Certificate pursuant to, and subject to the limitations of, Sections 9.2(b) and 9.2(c) (such rights of such holders to have their Offering Shares redeemed pursuant to such Sections, the "Redemption Rights") hereof for cash equal to the applicable redemption price per share determined in accordance with Section 9.2(b) hereof (the "Redemption Price"); provided, however, that the Corporation shall not redeem Offering Shares (i) in an amount that would cause the Corporation to have net tangible assets to be less than $5,000,001 (such limitation hereinafter called the "Redemption Limitation") either immediately prior to or upon consummation of the initial Business Combination and after payment of any underwriters' fees and commissions or any greater net tangible assets or cash requirement which may be contained in the agreement relating to the initial Business Combination, or (ii) otherwise is exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933, as amended. Notwithstanding anything to the contrary contained in this Amended and Restated Certificate, there shall be no Redemption Rights or liquidating distributions with respect to any warrant issued pursuant to the Offering" (the "Net Tangible Asset Requirement Amendment").

The amendment to GUCC's Amended and Restated Certificate of Incorporation is filed as Exhibit 3.1 hereto and is incorporated by reference herein.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On February 14, 2023, GUCC held the Special Meeting. On January 17, 2023, the record date for the Special Meeting, there were 9,045,456 shares of Class A common stock and 2,156,250 shares of Class B common stock of GUCC entitled to be voted at the Special Meeting, 76.53% of which were represented in person or by proxy.





1. Extension Amendment

Stockholders approved the proposal to amend GUCC's Amended and Restated Certificate of Incorporation, giving GUCC the right to extend the Business Combination Period from February 17, 2023 to February 17, 2024. Adoption of this proposal required approval by the affirmative vote of at least a majority of GUCC's outstanding shares of common stock. The voting results were as follows:





   FOR      AGAINST   ABSTAIN
8,572,143      0         0




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2. Trust Amendment

Stockholders approved the proposal to amend GUCC's Investment Management Trust Agreement, dated as of February 14, 2022, by and between GUCC and Continental Stock Transfer & Trust Company, giving GUCC the right to extend the Business Combination Period from February 17, 2023 to February 17, 2024 and to the extent GUCC's Amended and Restated Certificate of Incorporation is amended to extend the Business Combination Period by depositing into the Trust Account $0.06 for each issued and outstanding share of common stock issued in the GUCC's initial public offering that has not been redeemed for each such one-month extension. Adoption of the Trust Amendment required approval by the affirmative vote of at least 65% of GUCC's outstanding common stock. The voting results were as follows:





   FOR      AGAINST   ABSTAIN
8,572,143      0         0

3. Net Tangible Asset Requirement Amendment

Stockholders approved the proposal to amend Section 9.2(a) of GUCC's Amended and Restated Certificate of Incorporation by deleting the existing Section 9.2(a) and replacing it with the following: "9.2(a) Prior to the consummation of the initial Business Combination, the Corporation shall provide all holders of Offering Shares with the opportunity to have their Offering Shares redeemed upon the consummation of the initial Business Combination or upon the vote of a proposal to amend the Amended and Restated Certificate pursuant to, and subject to the limitations of, Sections 9.2(b) and 9.2(c) (such rights of such holders to have their Offering Shares redeemed pursuant to such Sections, the "Redemption Rights") hereof for cash equal to the applicable redemption price per share determined in accordance with Section 9.2(b) hereof (the "Redemption Price"); provided, however, that the Corporation shall not redeem Offering Shares (i) in an amount that would cause the Corporation to have net tangible assets to be less than $5,000,001 (such limitation hereinafter called the "Redemption Limitation") either immediately prior to or upon consummation of the initial Business Combination and after payment of any underwriters' fees and commissions or any greater net tangible assets or cash requirement which may be contained in the agreement relating to the initial Business Combination, or (ii) otherwise is exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933, as amended. Notwithstanding anything to the contrary contained in this Amended and Restated Certificate, there shall be no Redemption Rights or liquidating distributions with respect to any warrant issued pursuant to the Offering." Adoption of the Net Tangible Asset Requirement Amendment required approval by the affirmative vote of at least a majority of GUCC's outstanding shares of common stock. The voting results were as follows:





   FOR      AGAINST   ABSTAIN
8,251,722   320,421      0

Item 9.01. Financial Statements and Exhibits





Exhibit
No.       Description
3.1         Amendment to the Amended and Restated Certificate of Incorporation of
          GUCC dated February 14, 2023
10.1        Amendment to the Investment Management Trust Agreement, dated as of
          February 14, 2022, between GUCC and Continental Stock Transfer & Trust
          Company dated February 14, 2023
104       Cover Page Interactive Data File (embedded within the Inline XBRL
          document)




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