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Genesis Unicorn Capital Corp. *

Genesis Unicorn Capital Corp. *

Jul 2, 2021 by sam.beattie

PROPOSED BUSINESS COMBINATION: ESGL Holdings Limited

ENTERPRISE VALUE: $100.77 million
ANTICIPATED SYMBOL: ESGL

Genesis Unicorn Capital Corp. proposes to combine with ESGL Holdings Limited

ESGL is a collection of companies that exist for the betterment of our communities.

  • Heil®, is the leading garbage truck brand since 1901. Heil garbage trucks have redefined how refuse is collected throughout the globe – since 1901.
  • 3rd Eye® represents the future of onboard vehicle safety systems, including real-time video and Enhance VBA® (Vehicle Behavioral Analytics), used by fleet owners to monitor assets, train drivers, and validate proof of service.
  • Soft-Pak™, the most recent ESG addition, is a leading software provider of back office, route management, and CRM solutions to the waste and recycling industry. Combined with its in-cab tablet-based applications, Soft-Pak™ provides refuse fleets with comprehensive, customer-facing solutions that allow owners/ operators to make better decisions.
    • Soft-Pak™ is an integral part of Environmental Solutions Group’s Connected Collections Technologies offerings.
  • Parts Central® is Heil’s OEM replacement parts offering, known for exacting quality that can only come from Heil®.
  • Marathon Equipment® is the industry’s leading brand of waste compactors and recycling balers, long-held as a household name with retail giants, big box stores, hospitals, and universities.
  • Bayne cart tippers and the Curotto-Can® automated front-load carry can are found anywhere garbage is being commercially collected, and bring a level of productivity and reliability that is second to none.

SUBSEQUENT EVENT – 7/27/23 – LINK

  • Forward Purchase Agreement:
    • The SPAC entered into a Forward Purchase Agreement with Vellar Opportunities Fund Master, Ltd. (“Seller”) for an OTC Equity Prepaid Forward Transaction.
    • The Seller intends, but is not obligated, to purchase prior to the Closing up to 4,400,000 shares of Genesis Common Stock from third parties through a broker in the open market.
    • The Number of Shares subject to the Forward Purchase Agreement is subject to reduction following a termination of the Forward Purchase Agreement with respect to such shares as described under “Optional Early Termination” in the Forward Purchase Agreement.
    • The Seller will be paid directly an aggregate cash amount (the “Prepayment Amount”) equal to the product of (i) the Number of Shares as set forth in the Pricing Date Notice and (ii) the redemption price paid by Genesis on the Closing Date to holders of its common stock who exercised their redemption rights in connection with the Business Combination (the “Initial Price”).
    • The valuation date (the “Valuation Date”) for the Forward Purchase Agreement will be the earliest to occur of:
      • (a) the date that is 24 months after the Closing Date,
      • (b) the date specified by Seller in a written notice to be delivered to the Counterparty at Seller’s discretion (which Valuation Date shall not be earlier than the day such notice is effective) after the occurrence of any of (w) a VWAP Trigger Event (x) a Delisting Event, or (y) a Registration Failure, and
      • (c) the date specified by Seller in a written notice to be delivered to Counterparty at Seller’s sole discretion (which Valuation Date shall not be earlier than the day such notice is effective).
    • On one occasion, during the period beginning 30 days after the Closing Date and ending on the Valuation Date, Counterparty may request in writing that Seller provide it with additional funding of up to $2,000,000, subject to the terms of the Forward Purchase Agreement (the “Additional Funds”).
    • Seller is also entitled to sell shares of Genesis Class A Common Stock without remitting any Reset Price to the Counterparty until such time as the aggregate proceeds stated in a notice to Counterparty equals the Additional Funds.

EXTENSION – 2/15/23 – LINK

  • The SPAC approved the extension from February 17, 2023 to February 17, 2024
    • $0.06/share will be deposited into the trust account each month
    • 3,177,941 shares were redeemed

TRANSACTION

  • The Business Combination has been approved by the boards of directors of each of GENQ and ESG.
  • The transaction is expected to close in the second quarter of 2023.
  • Combination values the combined company, to be renamed ESGL Holdings Limited, at an implied pro forma enterprise value of $161.25 million (assuming no redemptions in connection with the transaction)
  • The combined company will be named ESGL Holdings Limited and will apply for listing on the Nasdaq under the ticker ESGL

genq

SPAC FUNDING

  • There is no additional funding for this transaction at this time.

LOCK-UP

  • Company and Sponsor
    • Six months from the Closing Date

NOTABLE CONDITIONS TO CLOSING

  • As of the closing, the Purchaser shall have at least $5,000,001 in net tangible assets

NOTABLE CONDITIONS TO TERMINATION

  • The parties have agreed that the closing of the Business Combination shall occur no later than June 30, 2023 (the “Outside Date”)

ADVISORS

  • ARC Group Limited is acting as sole financial and M&A advisor to ESG.
  • Saul Ewing LLP is acting as US legal counsel to ESG.
  • Taylor Wessing and Altum Law Corporation are acting as legal counsel to ESG in international and Singapore law.
  • MSPC Certified Public Accountants and Advisors, A Professional Corporation, serves as ESG’s auditor.
  • EF Hutton, division of Benchmark Investments, LLC, is acting as capital markets advisor to GENQ.
  • Loeb & Loeb LLP is acting as US legal counsel to GENQ.
  • Marshall & Stevens Transaction Advisory Services LLC is acting as the fairness opinion provider to the board of directors of GENQ.

MANAGEMENT & BOARD

Executive Officers

Adeoye Olukotun, 76
Chief Executive Officer

Dr. Olukotun is a Mayo Clinic trained cardiologist who currently serves as the Chief Executive Officer of CR Strategies, LLC. He has served as the Chief Executive Officer and President of Epigen Pharmaceuticals, Inc. from June 2014 to the present time, and Vice Chairman of CardioVax, Inc., from January 2013 to the present time. Dr. Olukotun served as the Chief Medical Officer of VIA Pharmaceuticals Inc. from 2004 to 2008. He spent the first 20 years of his career in roles of increasing responsibility in clinical development at Pfizer, Bristol-Myers Squibb, and Mallinckrodt. He has over 35 years of experience in the pharmaceutical industry and has been instrumental in the approval and success of numerous cardiology and metabolic medicines, including the first daily beta blocker and the first approved ACE inhibitor, among others. Dr. Olukotun currently serves on the board of directors for Tonix Pharmaceuticals Holding Corp., (NASDAQ: TNXP) and Arrowhead Pharmaceuticals, Inc. (NASDAQ: ARWR). Dr. Olukotun received his Medical Doctor degree from the Albert Einstein College of Medicine in New York in 1973, undertook his specialty in cardiovascular medicine at the Mayo Clinic and Mayo Graduate School of Medicine from 1973 to 1978 and received a master in public health degree from Harvard University School of Public Health in 1983. Further, Dr. Olukotun received his bachelor of arts from the University of North Carolina at Chapel Hill in 1969.

Samuel Lui, 47
President, Chief Financial Officer, Director

Mr. Lui has over 23 years of experience in capital markets, investment banking, private equity, accounting and auditing. Since July 2016, he has been the founder and managing director of LV Capital Limited, a private investment company focused on later stage/pre-IPO investments and specializes in helping investee companies to list on major exchanges such as NASDAQ and The Stock Exchange of Hong Kong Limited (“HKEX”). Since December 2011, he has served as a board member of the private equity funds at Rockstead Capital Private Limited, a registered fund management company under the Monetary Authority of Singapore. Since November 2016, he has also been a non-executive director of EFT Solutions Holdings Limited (HKEX:8062). From December 2013 to May 2015, Mr. Lui was the chief financial officer of ELL Environmental Holdings Limited (HKEX: 1395). From May 2007 to May 2009, Mr. Lui was a director within the financial sponsors group, investment banking division of Merrill Lynch in Hong Kong and Singapore. Prior to that, Mr. Lui worked as an assistant director of the financial sponsors group at ABN AMRO Bank N.V., Hong Kong branch, from August 2005 to April 2007. From July 2004 to August 2005, Mr. Lui was a vice president at the project finance and advisory department of Société Générale Asia Limited. Prior to that, Mr. Lui served as a manager of project and export finance at The Hongkong and Shanghai Banking Corporation Limited from May 2003 to June 2004. From August 1998 to April 2003, Mr. Lui worked in the audit and corporate finance departments of Arthur Andersen and Ernest & Young in Singapore. Mr. Lui obtained a bachelor degree in accountancy from Nanyang Technological University in Singapore in July 1998. Mr. Lui has been a member of the Institute of Singapore Chartered Accountants since October 2002.

Niel Starksen, 65
Chief Scientific Officer

Dr. Starksen is an entrepreneur, physician and scientist. He is a pioneer of percutaneous therapeutic technologies for structural heart disease and congestive heart failure. Dr. Starksen is an inventor on 18 issued patents and over 20 patents pending. Dr. Starksen previously served as Chief Executive Officer of Guided Delivery Systems (now known as Ancora Heart) from September 2002 to July 2015 and, since September 2018, is a director and cofounder of Vivalink Medical, a provider of connected healthcare solutions for remote patient monitoring.He has been an advisor to Xcures (a platform for virtual clinical trials) since September 2018, and an advisor to Well Advised (a medical fintech platform) since September 2019. He is a Director of the Board of Governors, Johns Hopkins Wilmer Eye Institute. Dr. Starksen received his Medical Doctor degree from The John Hopkins University School of Medicine in June 1982, completed an internal medicine residency program at Harvard Medical School in April 1985 and completed his specialty in cardiovascular medicine at the School of Medicine, University of California, San Francisco in July 1990. Further, Dr. Starksen received his bachelor of science degree with summa cum laude from University of California, Irvine in June 1978.

Juan Fernandez Pascual, 47
Chief Operating Officer

Mr. Fernandez has most recently served as the General Manager of Chassis Brakes International Spain, part of Hitachi Automotive Systems since April 2019 to February 2021 and was based in San Felices de Buelna, Autonomía de Cantabria, Spain. Mr. Fernandez is an adviser to another SPAC entity, Benessere Capital Acquisition which completed its initial public offering in January 2021. Benessere Capital Acquisition has focused its search on technology-focused middle market and emerging growth companies in North, Central and South America. Mr. Fernandez served as the President of Gira Cluster of Automotive Industries of Cantabria from May 2019 to March 2021 and was based in Spain. From September 2018 to April 2019, Mr. Fernandez served as the Smart Factory Platform Leader of Linxens based in Levallois, Île-de-France, France. From January 2017 to April 2019, Mr. Fernandez served as the Site Director of Linxens. From September 2015 to December 2016, Mr. Fernandez served as the Senior Area Sales Manager Southern Europe for Quintus Technologies, based in Vasteras, Sweden. From September 2014 to September 2015, Mr. Fernandez served as the Site Director of Hutchinson based in Châteaudun, France. From April 2013 to August 2014, Mr. Fernandez served as the Production Area Manager of Gestamp based in Le Theil, Basse-Normandie, France. From November 2005 to March 2013, Mr. Fernandez served as Process Engineer Manager at ArcelorMittal Aviles, Spain. From September 2003 to October 2005, Mr. Fernandez served as Resident Engineer of ArcelorMittal based Electrolux premises in Conegliano, Veneto, Italy. In 2018, Mr. Fernandez received his Executive MBA degree at ESCP Europe. In 1999, Mr. Fernandez received his DEA (Master in Sciences) at Ecole Polytechnique.

Board of Directors

Grainne Coen, 49
Director and Co-Chairman

Ms. Coen is a board member of Commonwealth Credit Partners BDC I, Inc., a business development company, and became Chair of the Audit Committee since June 2021. In May 2018, she founded and has remained a partner of Elevation Investment Partners, LLC, a diversified investment group operating in multiple industries both as strategic consultants and early-stage investors. Since January 2015, Ms. Coen has also served as Co-Founder and Chairperson of AREA4, LLC, an experiential marketing agency. From August 2001 to December 2015, she was a principal and portfolio manager at Columbia Partners, LLC Investment Management, where she co-managed over $1 billion in assets held in the fund’s U.S. Small Cap Equity Fund. From September 1998 to March 2001, she was a General Partner at Kensington Partners, LLC, and from May 1996 to August 1998, she was employed at G&O Partners, LP. Since October 2019, Ms. Coen also has served as the Chair of the audit committee of Kubient, Inc. (NASDAQ: KBNT), a digital marketing platform, and from March 2019 to December 2020, as Chair of the board of directors of ERIE ARMADA, Inc., a non-profit focused on the development of underserved communities in conjunction with New York City’s Parks and Trails Department. Ms. Coen holds a Bachelor of Science from London Guildhall University.

Ernest Fong, 50
Director and Co-Chairman

Since October 2021, Mr. Fong has been the Asia Pacific CEO of Optimas Capital, an Asian-based Hedge Fund with offices in Hong Kong, Singapore and Taiwan. Mr. Fong joined Credit Suisse in March 1998 and after spending more than 21 years in its Singapore, Taiwan and Hong Kong offices, he retired from Credit Suisse in December 2019. His last position in Credit Suisse was as the Head of Markets Research in Asia Pacific and he was responsible for a team of almost 300 across 14 offices and 12 markets. Prior to Credit Suisse, Mr. Fong was an equity research analyst at Credit Lyonnais Securities Asia from June 1995 to February 1998. Since June 2020, Mr. Fong is also a non-executive director of Vincom Retail, listed in Vietnam, which is part of the Vincom group, the largest privately-owned company in Vietnam. Ernest graduated from National University of Singapore with a Bachelor of Arts degree, majoring in Economics and Statistics.

Chung Fang Cheng, 41
Director

Mr. Cheng has over 17 years of experience in capital markets, corporate strategy, private equity, family office and entrepreneurship. Since Feb 2019, Mr. Cheng has served as the Chief Investment Officer of BlueTop Group, a Hong Kong based family office with core focus in education, human capital and technology. Mr. Cheng also serves as a non-executive director of Tsui Wah Restaurant Group (HKEX:1314) since November 2016, and a director of Esperanza Limited, founded by the former financial secretary of Hong Kong, since July 2021. Mr. Cheng’s prior work includes management roles with Sail Global Capital from September 2017 to December 2018, Hao Tian International Securities from September 2016 to August 2017, and KGI Asia from April 2013 to September 2016. Mr. Cheng is an Engineer by training and holds a M.Sc. Engineering Enterprise Management, HKUST, Hong Kong and B.Sc. Engineering (1st Honors), Queen’s University, Canada.

Teck-Yong Heng, 47
Director

Mr. Heng will bring in more than 20 years of private equity and M&A experience to the Company. Mr. Heng is a partner and senior management in 58.com’s Investment Fund focusing on venture capital and private equity investments in the TMT and Consumer sectors since August 2021. Prior to joining in 58.com, Mr. Heng has operated C-Squared Partners, a China focused consumer sector private equity fund since May 2018. From August 2016 to May 2018, Mr. Heng was a managing director in Qianhai Ark Asset Management, a fund with approximately $4.5 billion under management. Prior to Qianhai Ark, Mr. Heng worked at Pavilion Capital (an affiliated entity of Temasek Holdings) from September 2012 to July 2016, Temasek Holdings from October 2004 to September 2012, Cambridge Associates from July 2003 to October 2004, Singapore Power International from June 2001 to July 2003, and Arthur Andersen from July 1998 to May 2001. Mr. Heng has also served as independent director for LiXiang Education Holding Co. Ltd. (NASDAQ: LXEH) since October 2020, and an independent director for WiMi Hologram Cloud Inc. (NASDAQ: WIMI) since May 2021. Mr. Heng graduated from Nanyang Technological University with a bachelor’s degree in Accountancy (with Honors) and is a graduate of Harvard Business School’s General Management Program. He is a Chartered Financial Analyst (CFA), Chartered Accountant (CA), Chartered International M&A Charterholder, and a member of Singapore Institute of Directors.

 

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