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Genesis Growth Tech Acquisition Corp. *

Genesis Growth Tech Acquisition Corp. *

Nov 19, 2021 by Anthony Sozzi

PROPOSED BUSINESS COMBINATION: MindMaze

ENTERPRISE VALUE: $tbd million
ANTICIPATED SYMBOL: tbd

Genesis Growth Tech Acquisition Corp. proposes to combine with MindMaze.

MindMaze develops digital neurotherapeutics, focusing on medical-grade software, interactive content, and proprietary peripherals for therapy and assessment. Their solutions target the restoration of motor, cognitive, and cardiovascular functions impacted by neural injuries, degeneration, and aging. MindMaze provides technologies and therapies for motor and cognitive neurorehabilitation, along with digital assessments to measure patient recovery. They are involved in teleneurorehabilitation, offering remote therapy access for neurological patients, and are developing a platform for brain health incorporating digital therapeutics, motion analytics, and AI technologies. Their approach is directed at advancing neurorehabilitation and brain repair methods.

TRANSACTION

  • Genesis SPAC will pay Genesis Sponsor $1,000 and assume all obligations under the Patent Purchase Agreement, including paying MindMaze $21 Million by May 31, 2024.

SPAC FUNDING

  • None are mentioned at this time.

LOCK-UP

  • Company
    • Not mentioned at this time.
  • Sponsor
    • One year after closing or if the share price equals or exceeds $12.00 for 20/30 trading days at least 150 days after Closing.

NOTABLE CONDITIONS TO CLOSING

  • There is no minimum cash condition

NOTABLE CONDITIONS TO TERMINATION

  • If the transactions’ closing doesn’t occur by December 13, 2024, or by a later date if extensions are obtained with SPAC shareholder vote, SPAC or Sponsor can choose to terminate this Agreement.

ADVISORS

No press release with advisors is provided at this time.

  • Company
  • SPAC

The below-announced combination was terminated on 8/18/23.  It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.

PROPOSED BUSINESS COMBINATION:  NextTrip Holdings, Inc. [TERMINATED]

ENTERPRISE VALUE: TBD
ANTICIPATED SYMBOL: TBD

Genesis Growth Tech Acquisition Corp. proposes to combine with NextTrip Holdings, Inc.

  • NextTrip is a technology-driven platform delivering innovative solutions for business and leisure travel.
  • NextTrip Business is an online corporate travel and expense management solution with a large inventory of travel options and discounted rates.
  • NextTrip Solutions offers travel technologies that make the jobs of alternative lodging property managers, wholesalers, distributors and other travel industry players easier and more efficient.

EXTENSION – 9/5/23 – LINK

  • The SPAC approved the extension from September 13, 2023 to December 13, 2024.
    • 19,519 shares were redeemed at the meeting for $12.63 per share.
    • No contribution will be made into the trust account.

TRANSACTION

  • The business combination provided for by the Merger Agreement, which has been approved by the Boards of Directors of both NextTrip and Genesis, is expected to close during the second half of 2023.
  • Existing shareholders of NextTrip will exchange 100% of their equity holdings for equity in the SPAC in connection with the merger.
  • At the Closing, Genesis will change its name to “NextTrip, Inc.”.
  • The aggregate merger consideration to be paid pursuant to the Merger Agreement to holders of NextTrip Stock as of immediately prior to the Effective Time will be an amount equal to $150,000,000, subject to adjustments for NextTrip’s closing debt, net of cash (the “Merger Consideration”).
  • The Merger Consideration to be paid to the NextTrip Shareholders will be paid solely by the delivery of new shares of Genesis common stock; no cash consideration will be paid.

SPAC FUNDING

  • Funding not specified at this time.

LOCK-UP

  • Company and Sponsor:
    • The company and sponsor have agreed not to transfer, assign or sell any of their founder shares until the earliest of:
      • (i) one year after the completion of our initial business combination, and
      • (ii) subsequent to our initial business combination, if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination.

NOTABLE CONDITIONS TO CLOSING

  • NextTrip and Genesis shareholder approvals

NOTABLE CONDITIONS TO TERMINATION

  • The Merger Agreement may be terminated by either Genesis or NextTrip if any of the conditions to Closing have not been satisfied or waived by September 29, 2023 (the “Outside Date”).

ADVISORS

  • None were mentioned in the Press Release

The below-announced combination was terminated on 3/6/23.  It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.

PROPOSED BUSINESS COMBINATION: Biolog-id [Terminated]

ENTERPRISE VALUE: TBD
ANTICIPATED SYMBOL: BGID

Genesis Growth Tech Acquisition Corp. proposes to combine with Biolog-id, a digital health solution provider focusing on value-chain optimization.

  • Biolog-id designs, deploys and supports integrated traceability solutions, including hardware, real-time data collection, visualization and data analysis, based on radio frequency identification, or RFID, technology, to handle sensitive health products.
  • Biolog-id uses high-frequency RFID technology to transform lifesaving and sensitive therapeutic products into connected devices.
  • Its proprietary Biolog Data System (the “BDS”) software module provides configurable, easy-to-view, and easy-to-implement dashboards to help healthcare decision-makers manage their operations based on data generated or collected by Biolog-id’s databases.
  • At every stage, healthcare professionals have access to the key indicators of RFID-tagged vital products, through a secure and reliable IT infrastructure that are intended to comply with medical and personal data protection regulations.
  • By connecting healthcare professionals to information they need, Biolog-id supports value-chain optimization for sensitive products used in medical treatments, such as labile blood products, plasma for fractionation, injectable chemotherapy and parenteral nutrition.
  • Many medical professionals utilize Biolog-id’s intelligent infrastructure to harness the power of data and analytics, as well as leverage Biolog-id’s expertise in the storage and distribution of high-value and high-impact medical products.
  • Biolog-id currently provides its solutions to customers in the United States, Europe, the Middle East, India and Asia Pacific.

EXTENSION – 2/22/23 – LINK

  • The SPAC approved the extension from March 13, 2023, to September 13, 2023
    • 25,198,961 shares were redeemed for approximately $10.45/share
    • No contribution will be made to the trust account.

EXTENSION – 12/13/22 – LINK

  • On December 12, 2022, Genesis Growth Tech Acquisition Corp., Genesis Growth Tech LLC, and Biolog-ID entered into a Letter Agreement, in connection with the GGAA Sponsor’s payment on behalf of Biolog-id of the Extension Payment to extend the date by which GGAA and Biolog-id must complete their previously announced business combination from December 13, 2023 to March 13, 2023. 
  • On December 9, 2022, a deposit in the amount of $2,530,000 was made by the GGAA Sponsor on behalf of Biolog-id into GGAA’s trust account for purposes of effecting the extension of the date by which GGAA must consummate a business combination by three months from December 13, 2022, to March 13, 2023.
  • The Extension provides GGAA and Biolog-id additional time to complete the Business Combination in accordance with the BCA.
  • The Extension is the first of up to two three-month extensions permitted under GGAA’s governing documents.

TRANSACTION

  • The transaction reflects an equity value of $312 million for Biolog-id with GGAA currently having approximately $257.1 million in trust.
  • The anticipated cash resources available to the combined company after redemptions will be used to advance Biolog-id’s value chain optimization platform for blood products and other biologics.

PIPE

  • There is no PIPE for this Transaction.

LOCK-UP

Company & Sponsor Lock-Up:

  • The Sponsor and the Biolog-id Shareholders will enter into a Confidentiality and Lock-Up Agreement, pursuant to which, each Shareholder Party will agree to not sell:
    • (i) For a 180-day lock-up of its Biolog-id ordinary shares, or ADSs representing Biolog-id ordinary shares, following the Effective Time, subject to customary exceptions including
      • (a) early release upon certain corporate transactions and
      • (b) certain limited permitted transfers where the recipient takes the ordinary shares, or ADSs representing Biolog-id ordinary shares, subject to the restrictions in the Confidentiality and Lock-Up Agreement.

GGAA WARRANT CONVERSION

  • GGAA’s public and private warrantholders will be asked to consider and vote on a proposal (collectively, the “Warrant Amendment Proposal”) to approve an amendment of the warrant agreements governing GGAA’s outstanding warrants.
  • Pursuant to such amendments, immediately prior to the Effective Time, each of GGAA’s outstanding warrants will be automatically canceled and extinguished and converted into
    • (x) 0.4444 of one GGAA class A ordinary share (for each GGAA private warrant) or
    • (y) 0.1111 of one GGAA class A ordinary share (for each GGAA public warrant).
  • GGAA currently has 8,875,000 private warrants and 12,650,000 public warrants issued and outstanding which in connection with the Merger, collectively, would be automatically converted into 5,349,465 GGAA class A ordinary shares immediately prior to the Effective Time.
  • Approval of the Warrant Amendment Proposal is a condition to the consummation of the Business Combination.

NOTABLE CONDITIONS TO CLOSING

  •  The obligation of Biolog-id to consummate the Business Combination is subject to the aggregate amount of cash proceeds that will be required to satisfy the redemption of any GGAA Shares pursuant to the GGAA Shareholder Redemptions, shall equal or exceed $20,000,000.

NOTABLE CONDITIONS TO TERMINATION

  • The BCA may be terminated if:
    • (i) the Closing has not occurred on or prior to May 13, 2023.
    • (ii) any governmental entity of competent jurisdiction shall have issued an order permanently enjoining or prohibiting the Closing and such order shall have become final and non-appealable

ADVISORS

  • Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. is serving as legal counsel to Biolog-id.
  • Charles Russell Speechlys and Carey Olsen is serving as legal counsel to Biolog-id.
  • O’Melveny & Myers LLP, Allen & Overy LLP is serving as legal counsel to Genesis Growth Tech Acquisition Corp.
  • Conyers Dill & Pearman LLP is serving as legal counsel to Genesis Growth Tech Acquisition Corp.

MANAGEMENT & BOARD

Executive Officers

Eyal Perez, 36
Chairman of the Board, Chief Executive Officer and Chief Financial Officer

Mr. Perez began his career at Bedrock Advisors as a research analyst and portfolio manager running investment portfolios in excess of $3 billion across multiple asset classes. He rose to the level of Executive Vice President and founded Bedrock Group’s asset management arm while driving and overseeing significant growth across the firm’s alternative asset management activities. In this capacity, he oversaw several significant technology-focused pre-IPO investments, including Snapchat (IPO in March 2017), Dropbox (IPO in March 2018), Hortonworks (IPO in December 2014; merger with Cloudera in January 2019) and later-stage investments, including Adyen (IPO in June 2018) and Slack (IPO in June 2019, acquisition by Salesforce in July 2021). After Bedrock Advisors, Mr. Perez founded Genesis Advisors, a hedge fund advisory and seeding firm focusing on special situation investing, alternative asset management and growth equity. At Genesis Advisors, Mr. Perez has raised $1.5 billion in capital from prominent alternative asset allocators acting as sponsor of various investment vehicles over a five year period. As a prolific proponent of liquid alternatives, he also structured and seeded the first alternative Undertakings for the Collective Investment in Transferable Securities (“UCITS”) vehicle for each of TCW Group and Advent Capital Management. Through his extensive network, Mr. Perez has cultivated deep relationships with unique pockets of institutional capital that have shown an appetite to invest across the entire capital structure continuum, from the front-end IPO to later stage PIPE transactions. Mr. Perez holds a Bachelor of Science in Business Administration from HEC Geneva, a Master of Science in Finance from the University of Geneva and is a Chartered Alternative Investment Analyst (“CAIA®”) Charterholder.

Michael Lahyani, 41
Co-Executive Chairman of the Board, Chief Strategy Officer and President

Mr. Lahyani also serves as the Chairman of the Board of Directors of Dubicars.com and as a member of the Board of Directors of Hosco.com, Zingat.com and Foxstone.ch, all of which operate in the Consumer Internet industry. Mr. Lahyani began his career at PricewaterhouseCoopers in Geneva, Switzerland in 2002. In 2005, Mr. Lahyani founded Property Finder in Dubai and competed against major newspaper Gulf News, which maintained a dominant position within the real estate classifieds space in the region. In 2007, Mr. Lahyani sold a 51% interest in Property Finder to the ASX-listed REA Group, after which he remained CEO and pivoted the business model towards online channels, creating the first digital real estate marketplace in the MENA region. In 2009, during the Global Financial Crisis, Mr. Lahyani bought out REA Group’s interest in Property Finder and became the sole owner of Property Finder. He eventually led the company to become the number one destination for real estate listings, overtaking Gulf News and well-funded online competitor Dubizzle, which is backed by Euronext-listed Naspers Ltd, a global internet and entertainment group. Mr. Lahyani then helped drive Property Finder’s expansion into Qatar, Bahrain, Egypt, Saudi Arabia and Turkey through organic and inorganic channels. Mr. Lahyani closed a total of five strategic acquisitions, securing the number one position in four of the six markets in which Property Finder operates. In 2019, Mr. Lahyani raised $120 million for Property Finder from General Atlantic at an enterprise valuation of nearly $500 million and is on track to continue growing revenues greater than 30% annually. Property Finder today is EBITDA positive and employs over 450 professionals, including former senior executives from Facebook, Google, Pepsi, P&G and McKinsey & Company. Property Finder has been named Arabian Business Start-Up ‘SME of the Year’, SME ‘Online Business of the Year’, the winner of the Frost & Sullivan Middle East Customer Value award and winner/placing in ‘Dubai SME 100’. Mr. Lahyani is also a limited partner in General Atlantic, Sprints Capital and BECO Capital, giving him unique access to their portfolio companies and Founders. Additionally, Mr. Lahyani invests in startup technology companies directly or through Merro, an investment vehicle he co-founded with two partners that invests in online marketplace businesses globally. Mr. Lahyani co-invested alongside General Atlantic when they acquired Hemnet, a proptech company that recently conducted an IPO on the Nasdaq Stockholm stock exchange, and, more recently, Fresha, a well-funded beauty and wellness booking platform and marketplace. Mr. Lahyani was also an early investor in Quinto Andar, a leading rental platform in Brazil recently valued at $4 billion, and Kitopi, a managed cloud kitchen platform in the United Arab Emirates that raised $400 million in July 2021.

Simon Baker, 54 [Resigned 11/9/22]
Co-Executive Chairman of the Board, Chief Operating Officer and Executive Head of M&A

Mr. Baker is currently the Chairman of the Board of Directors of the ASX-listed PropTech Group Limited, a proptech company, and oversaw the listing of the company on the ASX in November 2020 and the more than 400% growth of its share price by April 2021. Mr. Baker is also a director of Cian plc, a leading internet classifieds platform in Russia. He is currently an investor in 20 online marketplace and classifieds companies and an advisor to several other market leading marketplace businesses. Mr. Baker was formerly the Chief Executive Officer and Managing Director of the ASX-listed REA Group, a proptech company, from 2001 through 2008. During his tenure at the REA Group, revenue increased from AUD$3.8 million in FY 2001 to AUD$155.6 million in FY 2008, EBITDA increased from a loss of AUD$6.2 million in FY 2001 to an EBITDA profit of AUD$36.6 million in FY 2008, and the share price increased from AUD$0.08 in August 2001 to a high of AUD$7.44 in November 2007. Simon was also an early investor in and the Chairman of the Board of Directors of the Mitula Group, an online classifieds company. He oversaw the growth of the business, its listing on the ASX and its eventual sale to the TSE-listed Lifull Co. Ltd, a Japanese proptech company, for AUD$183 million. Mr. Baker was Director and Chairman of ASX-listed iProperty Group Limited from 2009 to 2012. During his tenure, he oversaw the growth of the business from a share price of AUD$0.08 in December 2009 to a high of AUD$1.30 in April 2012. Mr. Baker was also an angel investor in and long-term advisor to Brazilian online real estate marketplace VivaReal, which merged with Zap to create GrupoZap, a diversified proptech company, and was eventually sold to OLX Brazil, an operator of an online classifieds platform, for R$2.9 billion. Mr. Baker holds a Bachelor of Science with a major in Computer Science from Monash University and a Master of Business Administration from the Melbourne Business School.

Board of Directors

Pierre-Etienne Lallia, 45 [Resigned 11/9/22]
Director

Mr. Lallia’s and Globe Invest’s business is actively focused on the technology, fintech and e-commerce sectors in Europe, Israel and the United States, engaging in a broad range of investments across company lifecycles, from growth and venture capital to late-stage private equity and public equity. Mr. Lallia is also Globe Invest’s appointed Non-Executive Director of the AIM-listed cybersecurity and privacy company Kape Technologies plc, where he most recently oversaw for Globe Invest the acquisition of Express VPN as well as of Israeli digital content platform, Webselenese. Prior to joining Globe Invest, he spent 14 years in the European acquisition and leveraged finance businesses at Goldman Sachs International and then Nomura International where he was a Managing Director. At Nomura International, Mr. Lallia was responsible for the firm’s EMEA corporate finance advisory effort and led the structuring and execution of numerous leveraged finance transactions. Before Goldman Sachs, Mr. Lallia was an Associate with law firm Willkie Farr & Gallagher LLP in New York and Paris and previously with Shearman & Sterling LLP in New York. His practice focused on public and private mergers and acquisitions, capital markets, securities law and corporate governance matters. Mr. Lallia holds a Magistère and DESS in Law from Université Paris II Panthéon-Assas and a LLM from the University of Chicago Law School. Mr. Lallia is admitted to the New York and Paris bar associations.

Massimo Prelz-Oltramonti, 67 [Resigned 11/9/22]
Director

Mr. Prelz-Oltramonti currently serves as the Chairman of the Board of Directors of Zzoomm Group Ltd and TechWald Holding S.p.A. and as a member of the Board of Directors of Datrix. These companies operate in the telecommunications, technology, healthcare technology, technology and energy industries, respectively. Mr. Prelz-Oltramonti’s venture capital career began in 1981 with Olivetti, an office equipment provider, where he was involved in the tech investment program, initially in Italy and later in New York. After a period in operations with Olivetti in data services, he joined Alta Berkeley Associates in 1988 before moving to private equity as Partner and later Managing Director of Advent International, where he focused primarily on telecom companies until 1999. Between 2004 and 2014 he was affiliated with GMT Communication Partners, a private equity firm focusing on European content, communications infrastructure and tech-enabled services industries. Mr. Prelz-Oltramonti has served as Chairman of Jazztel plc, a broadband telecommunications provider, and as Vice-Chairman of Primacom AG, an operator of German cable television channels. He has also been a member of the board of multiple public companies, including SBS S.A. (Nasdaq), Esat telecom plc (Nasdaq), Esaote SpA (Milan Stock Exchange) and CityFibre Infrastructure Holding plc (AIM). Mr. Prelz-Oltramonti holds a Bachelor of Science in Business and Management from the University of Geneva and a Masters of Business Administration from the University of Pennsylvania’s Wharton Business School.

Cem Habib, 47
Director

Mr. Habib has also invested in a number of late-stage online marketplace companies over the past few years that have experienced successful IPOs, including Amwell, AirBNB, DIDI and others. Previously, he was CEO of SB Capital UK Limited, the FCA regulated UK affiliate of Skybridge, a leading boutique investment bank in Central Asia that has executed some of the largest financial advisory and capital markets transactions in the region. He was previously a Partner at Cheyne Capital Management, one of the largest alternative investment managers in Europe, until 2010. Cheyne Capital had acquired AltEdge Capital (UK) Limited, a fund of hedge funds manager, where Mr. Habib was a Principal, Portfolio Manager, Head of Research, Director and member of the Investment Committee. Mr. Habib was one of the founding members of AltEdge in 2001 and has extensive experience in the alternative investment management industry. He started his career in 1996 at the Millburn Corporation, a hedge fund that started trading in 1971 and is one of the longest running alternative investment managers. At Millburn Corporation, Mr. Habib focused on computerized trading systems, holding various positions during his five year tenure at the company. Mr. Habib holds a Bachelor of Arts in International Business and a Bachelor of Science in Finance from the Kogod School of Business, American University in Washington, D.C.

 

ByAnthony Sozzi