UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August
16, 2023
GENESIS GROWTH TECH ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-41138 |
|
98-1601264 |
(State or other jurisdiction of
incorporation or
organization) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
Bahnhofstrasse 3
Hergiswil Nidwalden, Switzerland |
|
6052 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: +41 78 607 99 01
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☒ | Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-half of one redeemable warrant |
|
GGAAU |
|
The Nasdaq Stock Market LLC |
| Class A Ordinary Shares included as part of the units |
|
GGAA |
|
The Nasdaq Stock Market LLC |
| Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 |
|
GGAAW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.02. Termination of Material Definitive
Agreement.
As previously announced, on
May 22, 2023, Genesis Growth Tech Acquisition Corp., an exempted company incorporated under the laws of the Cayman Islands (“GGAA”);
GGAC Merger Sub, Inc., a Florida corporation and newly formed wholly-owned subsidiary of GGAA (“Merger Sub”); Eyal
Perez, solely in his capacity as the representative for the shareholders of GGAA (other than the NextTrip Shareholders (as defined below))
as discussed in the Plan of Merger (defined below) (the “Purchaser Representative”); NextTrip Holdings, Inc., a Florida
corporation (“NextTrip”); and William Kerby, solely in his capacity as the representative for NextTrip’s shareholders
as discussed in the Plan of Merger (defined below)(the “Seller Representative”), entered into an Agreement and Plan
of Merger (the “Plan of Merger”).
The Plan of Merger had contemplated
that GGAA and NextTrip would engage in a series of transactions pursuant to which, among other transactions, Merger Sub would merge with
and into NextTrip, with NextTrip continuing as the surviving entity upon the closing of the transactions contemplated by the Plan of Merger,
and becoming a wholly-owned subsidiary of GGAA.
Effective as of August 16,
2023 and in accordance with Section 7.1(a) of the Plan of Merger, GGAA and NextTrip mutually agreed to terminate the Plan of Merger,
pursuant to the terms of a termination agreement entered into by and between each of the parties to the Plan of Merger (the “Termination
Agreement”). Additionally, under the Termination Agreement, each of GGAA, Merger Sub and the Purchaser Representative, released
NextTrip, the Seller Representative, and each of their representatives, affiliates, agents and assigns, and each of NextTrip and the Seller
Representative released GGAA, Merger Sub, the Purchaser Representative, and each of their representatives, affiliates, agents and assigns,
for any claims, causes of action, liabilities or damages, except for certain liabilities that survive the termination pursuant to the
terms of the Plan of Merger, or for breaches of the Termination Agreement.
The foregoing description
of the Termination Agreement is not completed and is qualified in its entirety by reference to the full text of such agreement which is
attached as Exhibit 10.1 hereto, and incorporated by reference into this Item 1.02 in its entirety by reference.
Item 9.01. Financial Statements and Exhibits.
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.
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GENESIS GROWTH TECH ACQUISITION CORP. |
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|
|
| Date: August 18, 2023 |
By: |
/s/ Eyal Perez |
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Name: |
Eyal Perez |
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Title: |
Chief Executive Officer |
2
Exhibit 10.1
TERMINATION OF
AGREEMENT AND PLAN OF MERGER
THIS TERMINATION
OF AGREEMENT AND PLAN OF MERGER (this “Termination Agreement”) is entered into as of August 16, 2023 (the “Termination
Date”), by and between (i) Genesis Growth Tech Acquisition Corp., a Cayman Islands exempted company (the “SPAC”),
(ii) GGAC Merger Sub, Inc., a Florida corporation and a wholly-owned subsidiary of the SPAC (“Merger Sub”),
(iii) Eyal Perez, in the capacity as the representative for the stockholders of the SPAC in accordance with the terms and conditions of
the Plan of Merger (defined below)(the “SPAC Representative”), (iv) William Kerby, in the capacity as the representative
of the Company Shareholders in accordance with the terms and conditions of the Plan of Merger (the “Seller Representative”),
and (v) NextTrip Holdings, Inc., a Florida corporation (the “Company”). The SPAC, Merger Sub, the SPAC Representative,
the Seller Representative and the Company are sometimes referred to herein individually as a “Party” and, collectively,
as the “Parties”. Capitalized terms used but not defined herein shall have the meanings assigned to such terms
in the Plan of Merger (as defined below).
RECITALS
WHEREAS,
the Parties entered into that certain Agreement and Plan of Merger, dated as of May 22, 20231
(the “Plan of Merger”); and
WHEREAS,
the Parties desire to terminate the Plan of Merger 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 Plan of Merger. In accordance with Section 7.1(a) of the Plan of Merger,
SPAC and Company hereby agree by mutual consent to terminate the Plan of Merger effective as of the date hereof. Pursuant to and in accordance
with Section 7.2 of the Plan of Merger, the Plan of Merger has become void and no Party shall have any further obligations thereunder
(except as expressly set forth in Section 7.2). |
| a. | SPAC, Merger Sub, and SPAC Representative, for themselves, and on behalf of each of their respective affiliates,
equity holders, partners, joint venturers, lenders, administrators, representatives, shareholders, parents, subsidiaries, officers, directors,
attorneys, agents, employees, legatees, devisees, executors, trustees, beneficiaries, insurers, predecessors, successors, heirs and assigns,
hereby absolutely, forever and fully release and discharge the Company and Seller Representative and their affiliates and each of their
respective present and former direct and indirect equity holders, directors, officers, employees, predecessors, partners, shareholders,
joint venturers, administrators, representatives, affiliates, attorneys, agents, brokers, insurers, parent entities, subsidiary entities,
successors, heirs, and assigns, and each of them, from all claims, contentions, rights, debts, liabilities, demands, accounts, reckonings,
obligations, duties, promises, costs, expenses (including, without limitation, attorneys’ fees and costs), liens, indemnification
rights, damages, losses, actions, and causes of action, of any kind whatsoever, whether due or owing in the past, present or future and
whether based upon contract, tort, statute or any other legal or equitable theory of recovery, and whether known or unknown, suspected
or unsuspected, asserted or unasserted, fixed or contingent, matured or unmatured, with respect to, pertaining to, based on, arising out
of, resulting from, or relating to the Plan of Merger, the Ancillary Documents, and the Merger (the “SPAC Released Claims”);
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 Plan of Merger pursuant to the first sentence
of Section 7.2; or (ii) set forth in this Termination Agreement (collectively, the “SPAC Released Claims”).
|
| 1 | https://www.sec.gov/Archives/edgar/data/1865697/000121390023042723/ea179197ex2-1_genesis.htm |
Termination of Agreement and Plan of Merger
Page 1 of 4
| b. | Company and Company Representative, for themselves, and on behalf of each of their respective affiliates,
equity holders, partners, joint venturers, lenders, administrators, representatives, shareholders, parents, subsidiaries, officers, directors,
attorneys, agents, employees, legatees, devisees, executors, trustees, beneficiaries, insurers, predecessors, successors, heirs and assigns,
hereby absolutely, forever and fully release and discharge SPAC, Merger Sub and SPAC Representative and their affiliates and each of their
respective present and former direct and indirect equity holders, directors, officers, employees, predecessors, partners, shareholders,
joint venturers, administrators, representatives, affiliates, attorneys, agents, brokers, insurers, parent entities, subsidiary entities,
successors, heirs, and assigns, and each of them, from all claims, contentions, rights, debts, liabilities, demands, accounts, reckonings,
obligations, duties, promises, costs, expenses (including, without limitation, attorneys’ fees and costs), liens, indemnification
rights, damages, losses, actions, and causes of action, of any kind whatsoever, whether due or owing in the past, present or future and
whether based upon contract, tort, statute or any other legal or equitable theory of recovery, and whether known or unknown, suspected
or unsuspected, asserted or unasserted, fixed or contingent, matured or unmatured, with respect to, pertaining to, based on, arising out
of, resulting from, or relating to the Plan of Merger, the Ancillary Documents, and the Merger;
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 Plan of Merger pursuant to the first sentence of Section 7.2; or (ii) set forth in this
Termination Agreement (collectively, the “Seller Released Claims,” and together with the SPAC Released Claims,
the “Released Claims”). |
| c. | Each Party acknowledges and understands that there is a risk that subsequent to the execution of this
Termination Agreement, each Party may discover, incur or suffer Released Claims that were unknown or unanticipated at the time of the
execution of this Termination Agreement, and which, if known on the date of the execution of this Termination Agreement, might have materially
affected such Party’s decision to enter into and execute this Termination Agreement. Each Party further agrees that by reason of
the releases contained herein, each Party is assuming the risk of such unknown Released Claims and agrees that this Termination Agreement
applies thereto. |
Termination of Agreement and Plan of Merger
Page 2 of 4
| 3. | Public Announcements. The SPAC shall issue a Current Report on Form 8-K relating to this
Termination Agreement hereto no later than the fourth (4th) Business Day after the date hereof (the “Form 8-K”).
Prior to filing the Form 8-K, SPAC shall reasonably consult with Seller Representative and provide him with an opportunity to review and
comment on such Form 8-K and shall consider any such comments in good faith. Thereafter, and except for such Form 8-K filing, except for
disclosure or communication required by applicable Law or stock exchange rule, or in response to any request by any Governmental Authority,
no Party shall issue any press release, public statement or public filing with respect to the other Parties, the transactions contemplated
by the Plan of Merger and/or this Termination Agreement, without the prior written consent of the SPAC, in the case of the Company or
Company Representative, or the Company in the case of the SPAC, SPAC Representative or Merger Sub; provided that, prior to any disclosure
or communication required by applicable Law or stock exchange rule or in response to a request by a Governmental Authority, SPAC or Company,
as applicable, shall (i) use their reasonable best efforts to consult with each other before making any such disclosure, communication
or response; and (ii) to the fullest extent permitted by applicable Law, first allow the other to review such disclosure, communication
or response and the opportunity to comment thereon, and shall consider such comments in good faith. Notwithstanding the above, nothing
set forth in this Section 3 shall prohibit SPAC from making similar disclosures as set forth in the Form 8-K in other future filings,
proxy statements or other documents filed with, or disclosed with, the Securities and Exchange Commission. |
| 4. | Governing Law; Waiver of Jury Trial; Jurisdiction; Trust Account Waiver. Section 8.1, Section
9.4, Section 9.5, and Section 9.6 of the Plan of Merger are hereby incorporated by reference into this Termination Agreement, mutatis
mutandis. |
| 5. | 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. |
| 6. | Severability. If any term or other provision of this Termination Agreement is invalid, illegal
or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Termination Agreement
shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this
Termination Agreement are not affected in any manner materially adverse to any party. Upon such determination that any term or other provision
is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Termination Agreement so
as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions
contemplated by this Termination Agreement be consummated as originally contemplated to the fullest extent possible. |
| 7. | Execution and Counterparts. This Termination Agreement may be executed and delivered (including
by facsimile or portable document format (.pdf transmission) in one or more counterparts, and by the different Parties in separate counterparts,
each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. |
| 8. | Amendment. This Termination Agreement may only be amended in writing by the Parties. |
| 9. | Expenses. Each Party hereby agrees to pay the expenses (including the fees and expenses
of counsel, accountants, investment bankers, experts and consultants) incurred by such Party in connection with the Plan of Merger and
the transactions contemplated thereby in accordance with the Plan of Merger. |
[Signature Pages Follow]
Termination of Agreement and Plan of Merger
Page 3 of 4
IN WITNESS WHEREOF,
the Parties have caused this Termination Agreement to be executed as of the date first written above by their respective officers thereunto
duly authorized.
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The SPAC: |
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GENESIS GROWTH TECH ACQUISITION CORP. |
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By: |
/s/ Eyal Perez |
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Name: |
Eyal Perez |
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Title: |
Chairman & CEO |
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The SPAC Representative: |
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Eyal Perez, solely in the capacity as the Purchaser Representative |
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By: |
/s/ Eyal Perez |
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Merger Sub: |
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GGAC MERGER SUB, INC. |
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By: |
/s/ Eyal Perez |
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Name: |
Eyal Perez |
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Title: |
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The Company: |
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NEXTTRIP HOLDINGS, INC. |
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By: |
/s/ William Kerby |
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Name: |
William Kerby |
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Title: |
Chief Executive Officer |
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The Seller Representative: |
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William Kerby, solely in the capacity as the Seller Representative |
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By: |
/s/ William Kerby |
Termination of Agreement and Plan of Merger
Page 4 of 4
Genesis Growth Tech Acqu... (PK) (USOTC:GGAUF)
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