UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
OR
For the fiscal year ended __________________
OR
OR
☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report: August 9, 2024
Commission File Number:
(Exact name of Registrant as specified in its charter)
| Not applicable | ||
| (Translation of Registrant’s name into English) | (Jurisdiction of incorporation or organization) |
Email:
(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| OTCPK: | ||||
| OTCPK: | ||||
| OTCPK: |
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate the number of outstanding shares of each
of the issuer’s classes of capital or common stock as of August 15, 2024:
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☐
Indicate by check mark whether the registrant:
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | Non-accelerated filer ☒ |
| Emerging growth company |
If an emerging growth company that prepares its
financial statements in accordance with U.S. GAAP, 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.
| † | The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| International Financial Reporting Standards as issued by the International Accounting Standards Board ☐ | Other ☐ |
If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☐
Table of Contents
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Shell Company Report on Form 20FR12B (including information incorporated by reference herein, the “Report”) is being filed by NeuroMind AI Corp., a Cayman Islands exempted company (“PubCo”). Unless otherwise indicated, “we,” “us,” “our,” “PubCo,” and the “Company”, and similar terminology refer to NeuroMind AI Corp., an exempted company incorporated under the laws of the Cayman Islands.
This Report contains or may contain forward-looking statements as defined in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”) that involve significant risks and uncertainties. All statements other than statements of historical facts are forward-looking statements. These forward-looking statements include information about our possible or assumed future results of operations or our performance. Words such as “expects,” “intends,” “plans,” “believes,” “anticipates,” “estimates,” and variations of such words and similar expressions are intended to identify the forward-looking statements. The risk factors and cautionary language referred to or incorporated by reference in this Report provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described in our forward-looking statements, including among other things, the items identified in the “Risk Factors” section of PubCo’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on May 10, 2024 (the “Proxy Statement”), which are incorporated herein by reference.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. Although we believe that the expectations reflected in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. These statements involve known and unknown risks and are based upon a number of assumptions and estimates which are inherently subject to significant uncertainties and contingencies, many of which are beyond our control. Actual results may differ materially from those expressed or implied by such forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements contained in this Report, or the documents to which we refer readers in this Report, to reflect any change in our expectations with respect to such statements or any change in events, conditions or circumstances upon which any statement is based.
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EXPLANATORY NOTE
The Business Combination
As previously reported, on November 20, 2023 Genesis Growth Tech Acquisition Corp. (“Genesis SPAC”) entered into a Contribution and Business Combination Agreement (the “Agreement”) with Genesis Growth Tech LLC, a Cayman Islands limited liability company (“Genesis Sponsor”) which is included as an exhibit to this Report as Exhibit 2.1.
As previously reported on the Current Report on Form 8-K filed by Genesis SPAC with the SEC on May 24, 2024 Genesis SPAC held an extraordinary general meeting of shareholders (the “EGM”), at which holders of 5,852,011 or 91.34% ordinary shares of Genesis SPAC ( the “Genesis SPAC Ordinary Shares”) were present in person or by proxy, constituting a quorum for the transaction of business. Only shareholders of record as of the close of business on March 22, 2024, the record date (the “Record Date”) for the EGM, were entitled to vote at the EGM. As of the Record Date, 6,406,520 ordinary shares of Genesis SPAC were outstanding and entitled to vote at the EGM.
At the EGM, Genesis SPAC’s shareholders voted to approve the proposals outlined in the definitive proxy statement filed by Genesis SPAC with the SEC on May 10, 2024 (the “Proxy Statement”), including, among other things, the adoption of the Agreement and approval of the transactions contemplated by the Agreement, as described in the section titled “Shareholder Proposal No. 1 – The Business Combination Proposal” beginning on page 122 of the Proxy Statement. Pursuant to the Agreement, among other things, (a) Genesis Sponsor will contribute, transfer, convey, assign and deliver to Genesis SPAC all of Genesis Sponsor’s rights, title and interest in and to a portfolio of patents acquired by Genesis Sponsor to and which includes (i) the Assigned Patent Rights, including the Additional Rights, as such terms are defined in the Patent Purchase Agreement, and (ii) all other intellectual property rights acquired by the Sponsor under that certain Patent Purchase Agreement, effective as of September 21, 2023 (as amended by the First Amendment to Patent Sale Agreement dated November 14, 2023 and as it may be further amended from time to time, the “Patent Purchase Agreement”), by and between Genesis Sponsor and MindMaze Group SA, a Swiss corporation (“MindMaze”), and (b) Genesis SPAC will pay to Genesis Sponsor one thousand dollars ($1,000) and will assume and agree to perform and discharge all of Genesis Sponsor’s obligations under the Patent Purchase Agreement, including the obligation to pay to MindMaze a purchase price of $21 Million (the “MindMaze IP Purchase Price”) on or prior to August 30, 2024 and the obligation to share fifty percent (50%) of the gross amounts received under the Patent Purchase Agreement with MindMaze after the threshold amount of $44,000,000 is received by Genesis SPAC, on the terms and subject to the conditions set forth in the Patent Purchase Agreement , including that the Patent Purchase Agreement grants a worldwide royalty-free license back to the MindMaze (collectively, the “Business Combination”).
On May 21, 2024 shareholders holding 67,883 of Genesis SPAC’s public ordinary shares exercised their right to redeem such shares, after giving effect to certain redemption elections prior to Closing, for a pro rata portion of the funds in Genesis SPAC’s trust account (the “Trust Account”). As a result, approximately $890,184.43 (approximately $13.11 per share) will be removed from the Trust Account to pay such holders. Following redemptions, the Company will have 13,637 public ordinary shares outstanding.
In connection with the Business Combination, Genesis SPAC changed its name to “NeuroMind AI Corp.”
On August 9, 2024 (the “Closing Date”), the Business Combination was completed (the “Closing”).
Warrant Exchange Agreement
On July 30, 2024, Genesis SPAC and Genesis Sponsor entered into a warrant exchange agreement (the “Warrant Exchange Agreement”), pursuant to which, in connection with the closing of the Business Combination, 8,875,000 private placement warrants will be cancelled in full and, in consideration therefor, Genesis SPAC will issue an aggregate 221,875,000 Class A ordinary shares to Genesis Sponsor on a private placement basis.
The foregoing description of the Warrant Exchange Agreement is qualified in its entirety by the full text of the Warrant Exchange Agreement, which is attached hereto as Exhibit 10.2 to this Report and is incorporated herein by reference.
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PART I
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
A. Directors and Senior Management
The directors and executive officers upon consummation of the Business Combination are set forth in the Proxy Statement in the section entitled “Management of Genesis SPAC and of the Post-Combination Company” and is incorporated herein by reference. The business address of each of the officers and directors is c/o NeuroMind AI Corp., Bahnhofstrasse 3, Hergiswil Nidwalden, Switzerland 6052.
B. Advisors
Not applicable.
C. Auditors
MaloneBailey, LLP, Houston, Texas has acted as the Company’s independent registered public accountant since 2023. Following the consummation of the Business Combination, MaloneBailey shall continue to act as the Company’s independent registered public accounting firm.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not Applicable.
ITEM 3. KEY INFORMATION
A. Selected Financial Data
Financial Information
NeuroMind AI is providing the following selected historical financial data to assist you in your analysis of the financial aspects of the Business Combination. The following tables present NeuroMind AI’s selected historical financial information for the periods and as of the dates indicated. The information was derived from NeuroMind AI’s historical financial statements.
The information is only a summary and should be read in conjunction with, and is qualified by reference to, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and notes thereto included elsewhere in this filing. NeuroMind’s historical results are not necessarily indicative of future results, and the results for any interim period are not necessarily indicative of the results that may be expected for a full fiscal year.
| For the Three Months Ended March 31, 2024 | For the Year Ended December 31, 2023 | For the Year Ended December 31, 2022 | For the Period from March 17, 2021 (Inception) through December 31, 2021 | |||||||||||||
| Selected Statement of Operations Data: | ||||||||||||||||
| Total expenses | $ | (281,151 | ) | $ | (1,239,097 | ) | $ | (3,296,600 | ) | $ | (110,069 | ) | ||||
| Other income – income earned on Investments held in Trust Account | $ | 13,640 | $ | 1,660,450 | $ | 3,634,473 | $ | 678 | ||||||||
| Net income (loss) attributable to ordinary shareholders | $ | (267,511 | ) | $ | 421,353 | $ | 337,873 | $ | (109,391 | ) | ||||||
| Per Share Data: | ||||||||||||||||
| Weighted average number of shares of redeemable Class A ordinary shares outstanding – basic and diluted | 81,520 | 3,822,473 | 25,300,000 | 1,566,552 | ||||||||||||
| Basic and diluted net income (loss) per share of redeemable Class A ordinary shares | $ | (0.04 | ) | $ | 0.04 | $ | 0.01 | $ | (0.02 | ) | ||||||
| Weighted average number of shares of Class B ordinary shares outstanding – basic and diluted | 6,325,000 | 6,325,000 | 6,325,000 | 4,203,707 | ||||||||||||
| Basic and diluted net income (loss) per share of Class B ordinary shares | $ | (0.04 | ) | $ | 0.04 | $ | 0.01 | $ | (0.02 | ) | ||||||
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| March 31, 2024 | December 31, 2023 | December 31, 2022 | December 31, 2021 | |||||||||||||
| Selected Balance Sheet Data: | ||||||||||||||||
| Total assets | $ | 1,062,222 | $ | 1,048,582 | $ | 264,369,467 | $ | 259,164,811 | ||||||||
| Total liabilities | $ | 5,620,162 | $ | 5,339,011 | $ | 19,424,230 | $ | 14,557,447 | ||||||||
| Class A ordinary shares that may be redeemed in connection with the Business Combination | $ | 962,222 | $ | 948,582 | $ | 262,860,151 | $ | 256,795,000 | ||||||||
| Total stockholders’ (deficit) equity | $ | (5,520,162 | ) | $ | (5,239,011 | ) | $ | (17,914,914 | ) | $ | (12,187,636 | ) | ||||
For the 2024 | For the Year Ended December 31, 2023 | For the Year Ended December 31, 2022 | For the Period from March 17, 2021 (Inception) through December 31, 2021 | |||||||||||||
| Selected Cash Flow Data: | ||||||||||||||||
| Net cash (used in) provided by operating activities | $ | (343,688 | ) | $ | (1,071,084 | ) | $ | (896,328 | ) | $ | (32,572 | ) | ||||
| Net cash provided by (used in) investing activities | $ | -- | $ | 264,772,614 | $ | (1,405,595 | ) | $ | (259,120,000 | ) | ||||||
| Net cash (used in) provided by financing activities | $ | 343,688 | $ | (263,701,530 | ) | $ | 2,301,923 | $ | 259,152,572 | |||||||
Information responsive to Item 2 of Form 10 is set forth in the Proxy Statement in the section titled “Genesis SPAC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 95, and that information is incorporated herein by reference.
Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Quarter Ended March 31, 2024
Results of Operations
Our entire activity since inception up to March 31, 2024, was in preparation for our formation and our Initial Public Offering, and, subsequent to our Initial Public Offering, identifying a target company for a Business Combination.
For the three months ended March 31, 2024, we had a net loss of approximately $267,000, which consisted of income from investments held in the Trust Account of approximately $14,000, offset by general and administrative expenses of approximately $251,000 and $30,000 in general and administrative expenses for related party.
For the three months ended March 31, 2023, we had net income of approximately $1,353,000, which consisted of income from investments held in the Trust Account of approximately $1.6 million, offset by general and administrative expenses of $234,009 and $30,000 in general and administrative expenses for related party, relating to the December 8, 2021 agreement entered into with the Sponsor, pursuant to which the Company agreed to reimburse the Sponsor for office space, secretarial and administrative services provided to the Company in the amount of $10,000 per month through the earlier of the consummation of the initial Business Combination and the Company’s liquidation.
2
Liquidity and Capital Resources
As of March 31, 2024, we have $0 cash and a working capital deficit of $5,620,162.
For the quarter ended March 31, 2024, we had net cash used in operating activities of $343,688, compared to $143,198 for the quarter ended March 31, 2023, which for the 2024 period was mainly due to $13,640 of paid-in-kind interest income on investments held in the trust account and $267,511 of net loss and $62,537 for other operating activities, and for the March 31, 2023 period was mainly due to $1,616,602 of paid-in-kind interest income on investments held in the trust account and $1,352,593 of net income and $120,811 for other operating activities.
We had net cash provided by investing activities of $0 for the quarter ended March 31, 2024, compared to $263,468,612 for the quarter ended March 31, 2023, which for the 2023 period was mainly due to $263,325,414 of cash withdrawn from the trust account in connection with redemptions and $143,198 operating expenses being paid by a related party.
We had $343,688 of net cash provided by financing activities for the quarter ended March 31, 2024, compared $263,325,414 used in financing activities for the quarter ended March 31, 2023 . During the quarter ended March 31, 2024, cash flows from financing activities consisted of 129,511 and $214,177 in proceeds from note payable to related party, and proceeds received from advances from related party, respectively. During the quarter ended March 31, 2023, cash flows used in financing activities consisted of a redemption of Ordinary Shares of $263,325,414.
Prior to the completion of our Initial Public Offering, our liquidity needs were satisfied through (i) $25,000 paid by our Sponsor to cover certain expenses in exchange for the issuance of the Founder Shares to our Sponsor and (ii) the receipt of a loan of up to $500,000 from our Sponsor under the Note. Prior to the completion of our Initial Public Offering, we borrowed approximately $453,000 under the Note, which was fully repaid in March 2022. The net proceeds from (i) the sale of the units in our Initial Public Offering, after deducting non-reimbursed offering expenses of approximately $738,000, underwriting commissions of $2,530,000, and (ii) the sale of the Private Placement Warrants for a purchase price of $8,875,000, was $258,645,000. Of that amount, $257,148,600 was initially placed in the Trust Account. In connection with the Extension EGM and as a result of the redemption of public shares by our public shareholders, approximately $1.1 million remained in the Trust Account as of March 31, 2024. The proceeds held in the Trust Account are invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations.
We closed our Business Combination on August 9, 2024, as a result of the closing of our Business Combination, we received $178,781 from our Trust Account which will be used as working capital to finance our operations.
As a result of our public shareholders electing to exercise their redemption rights for approximately 95%of our public shares in connection with our Business Combination, we will need to obtain additional financing to meet the terms of our Patent Purchase Agreement, in which case we may issue additional securities or incur debt in connection with such Business Combination.
In connection with our assessment of going concern considerations in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” we have determined that liquidity needs raises substantial doubt about our ability to continue as a going concern. The consolidated financial statements do not include any adjustment that might be necessary if we are unable to continue as a going concern.
Critical Accounting Policies and Estimates
This management’s discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of our consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, income and expenses and the disclosure of contingent assets and liabilities in our consolidated financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to fair value of financial instruments and accrued expenses. We base our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
3
Recent Accounting Pronouncements
Our management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying consolidated financial statements.
B. Capitalization and Indebtedness
Not applicable.
C. Reasons for the Offer and Use of Proceeds
Not applicable.
D. Risk Factors
The risk factors associated with the Company’s business are described in the Proxy Statement in the section entitled “Risk Factors” and are incorporated herein by reference.
ITEM 4. INFORMATION ON THE COMPANY
A. History and Development of the Company
Genesis SPAC
Genesis SPAC is a blank check company incorporated on March 17, 2021 as a Cayman Islands exempted company limited by shares and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. Genesis SPAC is an emerging growth company and, as such, Genesis SPAC is subject to all of the risks associated with emerging growth companies. All of Genesis SPAC’s activities since inception have related to its formation and initial public offering, and since the closing of the initial public offering, a search for a business combination candidate.
Genesis SPAC Public Units, Genesis SPAC Public Shares and Genesis SPAC Public Warrants currently trade on the OTC under the symbols “GGAUF”, “GGAF” and “GGAWF”, respectively. Genesis SPAC’s principal place of business is located at Bahnhofstrasse 3, Hergiswil Nidwalden, Switzerland and its telephone number is +41 78 607 99 01.
Genesis Sponsor
Genesis Sponsor was incorporated in the Cayman Islands on March 17, 2021 with Eyal Perez as the sole Manager and Managing Member On September 21, 2023, Genesis Sponsor entered into that certain Patent Purchase Agreement, effective as of September 21, 2023 (as amended by the First Amendment to Patent Sale Agreement dated November 14, 2023 and as it may be further amended from time to time, the “Patent Purchase Agreement”), by and between Genesis Sponsor and MindMaze Group SA, a Swiss corporation (“MindMaze”).
Genesis Sponsor’s principal place of business is located at Bahnhofstrasse 3, Hergiswil Nidwalden, Switzerland and its telephone number is +41 78 607 99 01.
4
On November 20, 2023, Genesis Growth Tech Acquisition Corp., a Cayman Islands exempted company (“Genesis SPAC”), entered into that certain Contribution and Business Combination Agreement (the “Agreement”), by and between Genesis SPAC and Genesis Growth Tech LLC, a Cayman Islands limited liability company (“Genesis Sponsor”), pursuant to which, among other things, (a) Genesis Sponsor will contribute, transfer, convey, assign and deliver to Genesis SPAC all of Genesis Sponsor’s rights, title and interest in and to a portfolio of patents acquired by Genesis Sponsor pursuant to that certain Patent Purchase Agreement, effective as of September 21, 2023 (as amended by the First Amendment to Patent Sale Agreement dated November 14, 2023 and as it may be further amended from time to time, the “Patent Purchase Agreement”), by and between Genesis Sponsor and MindMaze Group SA, a Swiss corporation (“MindMaze”), and which includes (i) the Assigned Patent Rights, including the Additional Rights, as such terms are defined in the Patent Purchase Agreement, and (ii) all other intellectual property rights acquired by the Sponsor under the Patent Purchase Agreement, and (b) Genesis SPAC will pay to Genesis Sponsor one thousand dollars ($1,000) and will assume and agree to perform and discharge all of Genesis Sponsor’s obligations under the Patent Purchase Agreement, including the obligation to pay to MindMaze a purchase price of $21 Million (the “MindMaze IP Purchase Price”) on or prior to August 30, 2024 and the obligation to share fifty percent (50%) of the gross amounts received under the Patent Purchase Agreement with MindMaze after the threshold amount of $44,000,000 is received by Genesis SPAC, on the terms and subject to the conditions set forth in the Patent Purchase Agreement, including that the Patent Purchase Agreement grants a worldwide royalty-free license back to the MindMaze (collectively, the “Transaction” or the “Business Combination”). In addition, the Patent Purchase Agreement grants a worldwide royalty-free license back to the MindMaze.
B. Business Overview
A description of the business of the Company is included in the Proxy Statement in the sections entitled ” Information About Genesis SPAC,” “Information About Genesis Sponsor and the Contributed Assets and Obligations” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Genesis SPAC,” which is incorporated herein by reference.
C. Organizational Structure
The Company is a Cayman Islands exempted company with no subsidiaries.
D. Property, Plants and Equipment
The Company’s principal place of business is located at Bahnhofstrasse 3, Hergiswil Nidwalden, Switzerland and its telephone number is +41 78 607 99 01.
ITEM 4A. UNRESOLVED STAFF COMMENTS
None.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The discussion and analysis of the financial condition of the Company is included in the Proxy Statement in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Genesis SPAC” which is incorporated herein by reference.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A. Directors and Executive Officers
See “Management of Genesis SPAC and of the Post-Combination Company” in the Proxy Statement.
5
B. Compensation
To date the Company’s executive officers and directors have not received any compensation. However, the Warrant Exchange Agreement by and between Genesis SPAC and Genesis Sponsor will be accounted for as a Warrant Modification Recognized as Compensation pursuant to ASC 815-40-55-52 and expensed pursuant to ASC 718-20-35. The amount to be recognized as an expense will be the fair value of the 221,875,000 Class A shares issued by the Company reduced by the fair value of the 8,875,000 warrants received by the Company in the exchange.
C. Board Practices
See “Management of Genesis SPAC and of the Post-Combination Company” in the Proxy Statement.
D. Employees
The Company currently has two officers, Mr. Eyal Perez, Chairman of the Board, Director, Chief Executive Officer and Chief Financial Officer and Mr. Michael Lahyani, Co-Executive Chairman of the Board, Director, Chief Strategy Officer and President.
E. Share Ownership
Ownership of Company shares by its executive officers and directors upon consummation of the Business Combination is set forth in Item 7.A of this Report.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A. Major Shareholders
The following table sets forth information regarding the beneficial ownership of our Ordinary Shares as of August 15, 2024, immediately after the consummation of the Business Combination by:
| ● | each person or “group” (as such term is used in Section 13(d)(3) of the Exchange Act) known by us to be the beneficial owner of more than 5% of shares of our Ordinary Shares; |
| ● | each of our current executive officers and directors; |
| ● | all executive officers and directors of the combined company as a group upon the closing of the Business Combination. |
Beneficial ownership is determined in accordance with SEC rules and includes voting or investment power with respect to securities. Except as indicated by the footnotes below, the Company believes, based on the information furnished to it, that the persons and entities named in the table below have sole voting and investment power with respect to all Company Ordinary Shares that they beneficially own, subject to applicable community property laws. Any Company Ordinary Shares subject to options or warrants exercisable within 60 days of the consummation of the Business Combination are deemed to be outstanding and beneficially owned by the persons holding those options or warrants for the purpose of computing the number of shares beneficially owned and the percentage ownership of that person. They are not, however, deemed to be outstanding and beneficially owned for the purpose of computing the percentage ownership of any other person.
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Subject to the paragraph above, percentage ownership of Company Ordinary Shares and Voting Percentage is based on 228,200,000 Ordinary Shares outstanding upon consummation of the Business Combination on August 9, 2024, and assumes the issuance of 221,875,000 Class A ordinary shares to Genesis Sponsor on a private placement basis in exchange for 8,875,000 private placement warrants, pursuant to the Warrant Exchange Agreement.
| Ordinary Shares | ||||||||||||
| Name and Address of Beneficial Owner | Number of Shares Beneficially Owned | % of Common Stock | Voting Percentage | |||||||||
| Directors and Executive Officers(1) | ||||||||||||
| Eyal Perez(2) (3) | 227,725,625 | 99.8 | % | 99.8 | % | |||||||
| Michael Lahyani | ||||||||||||
| Cem Habib | ||||||||||||
| All executive officers and directors as a group (3 individuals) | 227,725,625 | 99.8 | % | 99.8 | % | |||||||
| 5% or More Stockholders: | ||||||||||||
Genesis Growth Tech LLC.(2) (3) | 227,725,625 | 99.8 | % | 99.8 | % | |||||||
| Olivier Plan(4) | 1,500,000 | * | * | |||||||||
| Nomura Securities | 474,375 | * | * | |||||||||
| * | Less than 1%. |
| (1) |
Unless otherwise indicated, the business address of each of the entities, directors and executives in this table is Bahnhofstrasse 3, 6052 Hergiswil, Nidwalden, Switzerland. |
|
(2) |
Represents Founder Shares that are automatically convertible into Class A Ordinary Shares at the Closing, subject to adjustment, unless earlier converted into Class A Ordinary Shares at the option of the holder thereof. The Founder Shares will automatically convert into Class A Ordinary Shares (which such Class A Ordinary Shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the Trust Account if we fail to consummate an initial business combination) at the time of our initial business combination or earlier at the option of the holders thereof at a ratio such that the number of Class A Ordinary Shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of our IPO, plus (ii) the total number of Class A Ordinary Shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the company in connection with or in relation to the consummation of our initial business combination, excluding any Class A Ordinary Shares or equity-linked securities exercisable for or convertible into Class A Ordinary Shares issued, deemed issued, or to be issued, to any seller in our initial business combination and any private placement warrants issued to our Sponsor, any of its affiliates or any members of our management team upon conversion of working capital loans. In no event will the Founder Shares convert into Class A Ordinary Shares at a rate of less than one-to-one. Percentage ownership assumes all shares are converted to Class A Ordinary Shares on a one-for-one basis. |
| (3) | Represents the interests directly held by Genesis Growth Tech LLC, our Sponsor. Mr. Eyal Perez is the managing member of our Sponsor. As such, he may be deemed to have beneficial ownership of the Founder Shares held directly by the Sponsor. Mr. Perez disclaims any beneficial ownership of the Founder Shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. |
| (4) | Mr. Olivier Plan, a business associate of Mr. Perez, has provided operational and other funding to the Sponsor. Although Mr. Plan is neither a shareholder nor an officer or director of either the Sponsor or our Company, pursuant to an understanding between the Sponsor and Mr. Plan, Mr. Plan may be deemed to have an indirect beneficial interest in up to 1,500,000 Founder Shares held by the Sponsor. Mr. Plan’s business address is One Monte-Carlo, Place du Casino, 98000 Monaco. |
7
B. Related Party Transactions
Related party transactions of PubCo are described in the Proxy Statement in the section entitled “Certain Relationships and Related Person Transactions” which is incorporated by reference herein.
C. Interests of Experts and Counsel
Not Applicable.
ITEM 8. FINANCIAL INFORMATION
A. Consolidated Statements and Other Financial Information
See Item 18 of this Report.
B. Significant Changes
Not applicable.
ITEM 9. THE OFFER AND LISTING
A. Offer and Listing Details
The Company’s units, ordinary shares and warrants now trade on the OTC under the symbols OTCPK: GGAUF, GGAAF and GGAWF, respectively. It is expected that the securities of the Post-Combination Company will continue to trade on the OTC.
B. Plan of Distribution
Not applicable.
C. Markets
The Company’s units, ordinary shares and warrants now trade on the OTC under the symbols OTCPK: GGAUF, GGAAF and GGAWF, respectively. It is expected that the securities of the Post-Combination Company will continue to trade on the OTC.
D. Selling Shareholders
Not applicable.
E. Dilution
Not applicable.
F. Expenses of the Issue
Not applicable.
ITEM 10. ADDITIONAL INFORMATION
A. Share Capital
At the EGM, the Company’s stockholders also approved a Fourth Amended and Restated Memorandum and Articles of Association (“Amended Charter”) to, among other things, change Genesis SPAC’s name to “NeuroMind AI Corp.,” increase the total number of authorized ordinary shares to 500,000,000 Class A ordinary shares of a par value of US$0.0001 each and 50,000,000 Class B ordinary shares of a par value of US$0.0001 each, as well as 5,000,000 preference shares of a par value of US$0.0001 each, and remove blank check provisions and to replace the amended and restatement memorandum and articles of association following the consummation of the Business Combination. The Amended Charter, which became effective upon filing with the General Registry of the Cayman Islands on July 31, 2024, includes the amendments proposed by the Charter Amendment Proposal.
A copy of the Amended Charter is attached hereto as Exhibit 3.1, and is incorporated herein by reference.
8
B. Memorandum and Articles of Association
We are an exempted company incorporated under the laws of the Cayman Islands and our affairs are governed by our Fourth Amended and Restated Memorandum and Articles of Association, as amended and restated from time to time, and Companies Law (2020 Revision) of the Cayman Islands, which we refer to as the Companies Law below, and the common law of the Cayman Islands.
The Fourth Amended and Restated Memorandum and Articles of Association of NeuroMind AI Corp. as adopted by special resolution dated May 21, 2024 is filed herewith as Exhibit 3.1 to this Form 20FR12B.
The following are summaries of material provisions of our Amended and Restated Memorandum and Articles of Association and the Companies Law insofar as they relate to the material terms of our ordinary shares.
Registered Office and Objects
Our registered office in the Cayman Islands is the offices of Forbes Hare Trust Company, Cassia Court, Camana Bay, Suite 716, 10 Market Street, Grand Cayman KY1-9006 Cayman Islands, or at such other place within the Cayman Islands as the Directors may decide.
According to Clause 3 of our Fourth Amended and Restated Memorandum of Association, the objects for which we are established are unrestricted and we shall have full power and authority to carry out any object not prohibited by the Companies Law or as the same may be revised from time to time, or any other law of the Cayman Islands.
Board of Directors
See “Item 6. Directors, Senior Management and Employees.”
Ordinary Shares
The description of our ordinary shares is contained in the Proxy Statement in the section entitled “Description of Genesis SPAC’s Securities and the Securities of the Post-Combination Company,” which is incorporated herein by reference.
C. Material Contracts
As of the date of this Report, our only material contracts are (1) the Warrant Exchange Agreement, dated July 30, 2024, by and between Genesis SPAC and Genesis Sponsor, pursuant to which, in connection with the closing of the Business Combination, 8,875,000 private placement warrants will be cancelled in full and, in consideration therefor, Genesis SPAC will issue an aggregate 221,875,000 Class A ordinary shares to Genesis Sponsor on a private placement basis and (2) the Patent Purchase Agreement, each of which are filed as exhibits to this Report.
D. Exchange Controls and Other Limitations Affecting Security Holders
Under the laws of the Cayman Islands, there are currently no restrictions on the export or import of capital, including foreign exchange controls or restrictions that affect the remittance of dividends, interest or other payments to non-resident holders of our ordinary shares.
9
E. Taxation
The material United States federal income tax consequences of owning and disposing of our securities following the Business Combination are described in the Proxy Statement in the sections entitled “U.S. Federal Income Tax Considerations” and “Cayman Islands Tax Consideration” which are incorporated herein by reference.
F. Dividends and Paying Agents
PubCo has no current plans to pay dividends. PubCo does not currently have a paying agent.
G. Statement by Experts
Not applicable.
H. Documents on Display
We are subject to certain of the informational filing requirements of the Exchange Act. Since we are a “foreign private issuer,” we are exempt from the rules and regulations under the Exchange Act prescribing the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions contained in Section 16 of the Exchange Act, with respect to their purchase and sale of our shares. In addition, we are not required to file reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we are required to file with the SEC an Annual Report on Form 20FR12B containing financial statements audited by an independent accounting firm. We also furnish to the SEC, on Form 6-K, unaudited financial information after each of our first three fiscal quarters. The SEC also maintains a website at http://www.sec.gov that contains reports and other information that we file with or furnish electronically with the SEC.
I. Subsidiary Information
Not applicable.
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and are not required to provide the information otherwise required under this item.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
Not applicable.
10
PART II
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
Not required
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
Not required
ITEM 15. CONTROLS AND PROCEDURES
Not required
ITEM 16. [RESERVED]
Not required
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
Not required
ITEM 16B. CODE OF ETHICS
Not required
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Not required
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
Not required
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
None
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
[Not applicable]
ITEM 16G. CORPORATE GOVERNANCE
Not required.
ITEM 16H. MINE SAFETY DISCLOSURE
Not applicable.
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
ITEM 16J. INSIDER TRADING POLICIES
Not applicable.
ITEM 16K. CYBERSECURITY
We are an early stage enterprise with limited business operations. We do not consider that we face significant cybersecurity risk and have not adopted any cybersecurity risk management program or formal processes for assessing cybersecurity risk. Our board of directors is generally responsible for the oversight of risks from cybersecurity threats, if any. We have not encountered any cybersecurity incidents since our inception.
11
PART III
ITEM 17. FINANCIAL STATEMENTS
See “Item 18. Financial Statements.”
ITEM 18. FINANCIAL STATEMENTS
NEUROMIND AI CORP.
(FORMERLY KNOWN AS GENESIS GROWTH TECH ACQUISITION CORP.)
UNAUDITED CONSOLIDATED BALANCE SHEETS
UNAUDITED
| March 31, 2024 | December 31, 2023 | |||||||
| Assets: | ||||||||
| Investments held in Trust Account | $ | $ | ||||||
| Total Assets | $ | $ | ||||||
| Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit: | ||||||||
| Current liabilities: | ||||||||
| Accounts payable & accrued expenses | $ | $ | ||||||
| Advances from related party | ||||||||
| Note payable - related party | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies | ||||||||
| Class A ordinary shares subject to possible redemption; | ||||||||
| Shareholders’ Deficit: | ||||||||
| Preference shares, $ | ||||||||
| Class B ordinary shares, $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total shareholders’ deficit | ( | ) | ( | ) | ||||
| Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
12
NEUROMIND AI CORP.
(FORMERLY KNOWN AS GENESIS GROWTH TECH ACQUISITION CORP.)
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
| For the Three Months Ended | ||||||||
| March 31, | ||||||||
| 2024 | 2023 | |||||||
| General and administrative expenses | $ | $ | ||||||
| General and administrative expenses - related party | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other income: | ||||||||
| Paid-in-kind interest income on investments held in Trust Account | ||||||||
| Total other income | ||||||||
| Net (loss) income | $ | ( | ) | $ | ||||
| $ | ( | ) | $ | |||||
| $ | ( | ) | $ | |||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
13
NEUROMIND AI CORP.
(FORMERLY KNOWN AS GENESIS GROWTH TECH ACQUISITION CORP.)
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
FOR THE THREE MONTHS ENDED MARCH 31, 2024
| Ordinary Shares | Additional | Total | ||||||||||||||||||||||||||
| Class A | Class B | Paid-in | Accumulated | Shareholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Balance - December 31, 2023 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Increase in redemption value of Class A ordinary shares subject to possible redemption | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Net loss | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance - March 31, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
FOR THE THREE MONTHS ENDED MARCH 31, 2023
| Ordinary Shares | Additional | Total | ||||||||||||||||||||||||||
| Class A | Class B | Paid-in | Accumulated | Shareholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Balance - December 31, 2022 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Waiver of deferred underwriting fee | — | — | ||||||||||||||||||||||||||
| Increase in redemption value of Class A ordinary shares subject to possible redemption | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Net income | — | — | ||||||||||||||||||||||||||
| Balance - March 31, 2023 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
14
NEUROMIND AI CORP.
(FORMERLY KNOWN AS GENESIS GROWTH TECH ACQUISITION CORP.)
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the Three Months Ended March 31, | ||||||||
| 2024 | 2023 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net (loss) income | $ | ( | ) | $ | ||||
| Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||||||||
| Paid-in-kind interest income on investments held in Trust Account | ( | ) | ( | ) | ||||
| Changes in operating assets: | ||||||||
| Prepaid expenses | ||||||||
| Accounts payable & accrued expenses | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash Flows from Investing Activities: | ||||||||
| Due from related party | ||||||||
| Cash withdrawn from Trust Account in connection with redemption | ||||||||
| Net cash provided by investing activities | ||||||||
| Cash Flows from Financing Activities: | ||||||||
| Proceeds from note payable to related party | ||||||||
| Proceeds received from advances from related parties | ||||||||
| Redemption of ordinary shares | ( | ) | ||||||
| Net cash provided by (used in) financing activities | ( | ) | ||||||
| Net change in cash | ||||||||
| Cash - beginning of the period | ||||||||
| Cash - end of the period | $ | $ | ||||||
| Supplemental disclosure of noncash financing activities: | ||||||||
| Waiver of deferred underwriting fee | $ | $ | ||||||
| Accretion of common share subject to redemption | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
15
NEUROMIND AI CORP.
(FORMERLY KNOWN AS GENESIS GROWTH TECH ACQUISITION CORP.)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN
NeuroMind AI Corp. (f/k/a Genesis Growth Tech Acquisition Corp.) (the “Company”) was incorporated as a Cayman Islands exempted company on March 17, 2021. On May 21, 2024, shareholders of the Company approved to change the name of the Company from Genesis Growth Tech Acquisition Corp. to NeuroMind AI Corp. as a result of the Contribution and Business Combination Agreement (see Note 5). The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.
As of March 31, 2024, the Company had not commenced any operations. All activity for the period from March 17, 2021 (inception) through March 31, 2024, relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income from the proceeds derived from the Initial Public Offering and placed in a Trust Account (as defined below).
The Company’s sponsor is Genesis Growth
Tech LLC, a Cayman Islands limited liability company (the “Sponsor”). The registration statement for the Company’s Initial
Public Offering was declared effective on December 8, 2021. On December 13, 2021, the Company consummated its Initial Public Offering
of
Simultaneously with the closing of the Initial
Public Offering, the Company consummated the private placement (“Private Placement”) of
16
Upon the closing of the Initial Public Offering,
the over-allotment and the Private Placement, $
The Company’s management has broad discretion with respect
to the specific application of the net proceeds of the Initial Public Offering, the over-allotment and the sale of Private Placement Warrants.
Although substantially all of the net proceeds are intended to be applied generally towards consummating a Business Combination, there
is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial
Business Combinations having an aggregate fair market value of at least
The Company will provide holders (the “Public
Shareholders”) of its Public Shares, with the opportunity to redeem all or a portion of their Public Shares upon the completion
of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means
of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender
offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem all or a portion of their
Public Shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination,
including interest and other income earned on the funds held in the Trust Account and not previously released to the Company to pay the
Company’s income taxes, if any, divided by the number of the then-outstanding Public Shares, subject to the limitations described
herein. As of March 31, 2024 and December 31, 2023, the amount in the Trust Account was approximately $
All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the liquidation, if there is a shareholder vote or tender offer in connection with the initial Business Combination and in connection with certain amendments to the Company’s memorandum and articles of association then in existence. In accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”), paragraph 10-S99, redemption provisions not solely within the control of a company require ordinary shares subject to redemption to be classified outside of permanent equity. Accordingly, all of the Public Shares are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Given that the Public Shares were issued with other freestanding instruments (i.e., public warrants), the initial carrying value of Class A ordinary shares classified as temporary equity was the allocated amount of the proceeds. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company will elect to recognize the changes in redemption value immediately. The change in redemption value was recognized as a one-time charge against additional paid-in capital (to the extent available) and accumulated deficit. The Public Shares are redeemable and are classified as such on the balance sheet until such date that a redemption event takes place. Additionally, each Public Shareholder may elect to redeem its Public Shares irrespective of whether it votes for or against the proposed transaction or vote at all. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination.
17
Notwithstanding the foregoing, the Company’s
second amended and restated memorandum and articles of association (the “Second A&R Articles”) provide that a Public Shareholder,
together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group”
(as defined in Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from
redeeming its shares with respect to more than an aggregate of
Pursuant to the terms of the Company’s memorandum
and articles of association then existing, in order to extend the period of time to consummate an initial Business Combination, the Sponsor
deposited $
In connection with the Extension Amendment Proposal,
shareholders elected to redeem
The Company’s Sponsor, executive officers,
directors and director nominees (the “initial shareholders”) agreed not to propose any amendment to the Second A&R Articles
(A) that would modify the substance or timing of the Company’s obligation to provide holders of the Class A ordinary shares the
right to have their shares redeemed in connection with the Company’s initial Business Combination or to redeem
18
The Sponsor, officers and directors agreed to
waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination
Period. However, if the initial shareholders or members of the Company’s management team acquire Public Shares in or after the Initial
Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company
fails to complete a Business Combination within the Combination Period. The underwriter agreed to waive their rights to their deferred
underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within
the Combination Period and, in such event, such amount will be included with the other funds held in the Trust Account that will be available
to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual
assets remaining available for distribution (including Trust Account assets) will be only $
On August 31, 2023, GGAA held a second extraordinary
general meeting of shareholders at which holders of
Terminated Business Combination
On August 22, 2022, the Company, and Biolog-ID, a société anonyme organized under the laws of France (“Biolog-id”), signed a memorandum of understanding (the “MoU”) with respect to the contemplated merger of the Company with and into Biolog-id (the “Biolog Merger”) with Biolog-id as the continuing company following closing of the Merger and related transactions pursuant to the Business Combination Agreement in the form attached to the MoU. Under French law, no commitment with respect to the proposed Biolog Merger could be agreed prior to Biolog-id completing the consultation process with its social and economic committee (comité social et économique) (the “Works Council”). Biolog-id completed the Works Council consultation process and on August 26, 2022, the Company and Biolog-id entered into a Business Combination Agreement (the “BCA”).
By virtue of the Biolog-id Merger, each Company ordinary share issued and outstanding immediately prior to the effective time of the Biolog Merger (after giving effect to specified events) would be automatically cancelled and extinguished and exchanged for a number of ordinary shares of Biolog-id (received in the form of American Depositary Shares), as determined in accordance with the exchange ratio described in the BCA.
Effective March 6, 2023 and in accordance with Section 7.1(a) of the BCA, the Company and Biolog-id mutually agreed to terminate the BCA, pursuant to a termination agreement by and between the Company and Biolog-id (the “Termination Agreement”). Under the Termination Agreement, the Company waived and released all claims, obligations, liabilities and losses against Biolog-id and its Company Non-Party Affiliates (as defined therein), and Biolog-id waived and released all claims, obligations, liabilities and losses against the Company and its SPAC Non-Party Affiliates (as defined therein), arising or resulting from or relating to, directly or indirectly, the BCA, any other transaction documents, any of the transactions contemplated by the BCA or any other transaction documents, except for any terms, provisions, rights or obligations that expressly survive the termination of the BCA or set forth in the Termination Agreement.
19
Proposed Business Combination
On November 20, 2023, the Company, entered into
that certain Contribution and Business Combination Agreement (the “Agreement”), by and between the Company and the Sponsor
pursuant to which, among other things, (a) the Sponsor will contribute, transfer, convey, assign and deliver to the Company all of the
Sponsor’s rights, title and interest in and to a portfolio of patents acquired by the Sponsor pursuant to that certain Patent Purchase
Agreement, effective as of September 21, 2023 (as amended by the First Amendment to Patent Sale Agreement dated November 14, 2023 and
as it may be further amended from time to time, the “Patent Purchase Agreement”), by and between the Sponsor and MindMaze
Group SA, a Swiss corporation (“MindMaze”), and which includes
The Sponsor of the Company, currently owns
Pursuant to the Agreement, each of the parties to the Agreement has made customary representations, warranties and covenants in the Agreement, including covenants by the Sponsor not to dispose of or otherwise encumber the assets to be sold to the Company.
The Agreement may be terminated by the Company and Sponsor under certain circumstances, including, among others, (a) by mutual written agreement of the Company and Sponsor, (b) by either the Company or Sponsor if the closing has not occurred on or before on or before the latest of (i) December 13, 2024 and (ii) if one or more extensions to a date following December 13, 2024 are obtained at the election of Company, with a Company shareholder vote, in accordance with the Company’s amended and restated memorandum and articles of association, the last date for the Company to consummate a Business Combination pursuant to such extensions and (c) by either the Company or Sponsor if the Transaction is prohibited or made illegal by a final, non-appealable governmental order or law.
The board of directors of the Company has unanimously (a) approved and declared advisable the Agreement and the transactions contemplated by the Agreement, (ii) determined that the Transaction constitutes a “Business Combination” (as such term is defined in the amended and restated memorandum and articles of association of The Company), and (b) resolved to recommend approval of the Agreement and related matters by the Company’s shareholders.
On May 21, 2024, at 10:00 a.m. Eastern Time, the
Company convened an extraordinary general meeting of shareholders (the “EGM”) for the purposes of, among other things, approving
the Transaction. The EGM was held at the offices of Loeb & Loeb, LLP, 345 Park Avenue, New York, New York, and via teleconference.
There were
Company shareholders elected to redeem an aggregate of
Going Concern Consideration
As of March 31, 2024, the Company had a working capital deficit of
approximately $
The Company’s liquidity needs prior to the
consummation of the Initial Public Offering were satisfied through the payment of $
20
In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may, but are not obligated to, loan the Company funds under the Working Capital Loans (as defined and described in Note 4) as needed.
However, in connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) No. 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Company’s liquidity needs, mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after December 13, 2024. The consolidated financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the rules and regulations of the SEC. Accordingly, certain disclosures included in the annual financial statements have been or omitted from these consolidated financial statements as they are not required for interim consolidated financial statements under U.S. GAAP and the rules of the SEC. In the opinion of management, the accompanying unaudited consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected through December 31, 2024.
The accompanying unaudited consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on March 6, 2024. The financial information as of December 31, 2023, is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on March 6, 2024.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make the comparison of the Company’s consolidated financial statements with those of another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
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Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments
with an original maturity of three months or less when purchased to be cash equivalents. As of March 31, 2024 and December 31, 2023, the
Company had
Investments Held in Trust Account
The Company’s portfolio of investments held
in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company
Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally
have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised
of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the
Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in
money market funds are presented on the balance sheets at fair value at the end of each reporting period. Interest is received through
the issuance of additional U.S. government treasury obligations and recorded as paid-in-kind interest income in the accompanying statements
of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. As
of March 31, 2024 and December 31, 2023, the Company held $
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the balance sheets, primarily due to their short-term nature.
Fair Value Measurements
Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of:
| ● | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
| ● | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
| ● | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
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In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Derivative Financial Instruments
The Company evaluates its equity-linked financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). For derivative financial instruments that are classified as liabilities, the derivative instrument is initially recognized at fair value with subsequent changes in fair value recognized in the statements of operations each reporting period.
The Company accounted for the
Offering Costs Associated with the Initial Public Offering
The Company complies with the requirements of FASB ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting commissions and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Deferred underwriting commissions are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
Class A Ordinary Shares Subject to Possible Redemption
The Company accounts for its Class A ordinary
shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption
(if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including
Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon
the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times,
Class A ordinary shares are classified as shareholders’ deficit. The Company’s Class A ordinary shares feature certain redemption
rights that are considered to be outside of its control and subject to the occurrence of uncertain future events. In connection with the
Extension Amendment Proposal, shareholders elected to redeem
On August 31, 2023, GGAA held a second extraordinary
general meeting of shareholders at which holders of
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Under ASC 480-10-S99, the Company has to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount. The change in the carrying value of redeemable shares of Class A ordinary shares is treated as a deemed dividend, which results in charges against additional paid-in capital and accumulated deficit.
| Class A ordinary shares subject to possible redemption as of December 31, 2022 | $ | |||
| Less: | ||||
| Redemption of ordinary shares | ( | ) | ||
| Plus: | ||||
| Increase in redemption value of Class A ordinary shares subject to possible redemption | ||||
| Class A ordinary shares subject to possible redemption as of December 31, 2023 | $ | |||
| Plus: | ||||
| Increase in redemption value of Class A ordinary shares subject to possible redemption | ||||
| Class A ordinary shares subject to possible redemption as of March 31, 2024 | $ |
Net Income Per Ordinary Share
The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares, which assumes a business combination as the most likely outcome. Net income per ordinary share is calculated by dividing the net income by the weighted average number of ordinary shares outstanding for the respective period.
Net income per ordinary share is computed by dividing
net income by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture.
The calculation of diluted net income does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering
(including the consummation of the Over-allotment) and the private placement warrants to purchase an aggregate of
| For the Three Months Ended March 31, | ||||||||||||||||
| 2024 | 2023 | |||||||||||||||
| Class A | Class B | Class A | Class B | |||||||||||||
| Basic and diluted net (loss) income per ordinary share: | ||||||||||||||||
| Numerator: | ||||||||||||||||
| Allocation of net (loss) income | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||
| Denominator: | ||||||||||||||||
| $ | ( | ) | $ | ( | ) | $ | $ | |||||||||
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Income Taxes
The Company follows the guidance for accounting for income taxes under FASB ASC 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2024 and December 31, 2023. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of March 31, 2024 and December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States of America. As such, the Company’s tax provision was zero for the period presented. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman Islands income tax regulations, income taxes are not levied on the Company but rather on the individual owners. United States (“U.S.”) taxation would occur on the individual owners if certain tax elections are made by U.S. owners and the Company were treated as a passive foreign investment company. Additionally, U.S. taxation could occur to the Company itself if the Company is engaged in a U.S. trade or business. The Company is not expected to be treated as engaged in a U.S. trade or business at this time. Consequently, income taxes are not reflected in the Company’s consolidated financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next 12 months.
Recent Accounting Pronouncements
The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying consolidated financial statements.
NOTE 3 - INITIAL PUBLIC OFFERING
On December 13, 2021, the Company consummated
its Initial Public Offering of
Each Unit consists of
NOTE 4 - RELATED PARTY TRANSACTIONS
Founder Shares
On May 26, 2021, the Sponsor paid $
25
The Company determined that the excess of the fair value of the Founder Shares acquired by Nomura from the Sponsor over the price paid by Nomura should be recognized as an offering cost by the Company in accordance with SEC Staff Accounting Bulletin (“SAB”) Topic 5A, “Expenses of Offerings.” The allocated portion of the additional offering cost associated with the Class A ordinary shares was charged to the carrying value of Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering.
Private Placement Warrants
Simultaneously with the closing of the Initial
Public Offering, the Company consummated the Private Placement of
Each warrant is exercisable to purchase one Class
A ordinary share at $
The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.
Promissory Note - Related Party
The Sponsor agreed to loan the Company up to $
On December 9, 2022, in connection with the extension
of the deadline for the Company to complete its initial business combination to March 13, 2023, the Sponsor funded an extension payment
for $
Working Capital Loans
In addition, in order to finance transaction costs
in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and
directors, may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company
completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released
to it. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account
to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working
Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion,
up to $
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Administrative Support Agreement
On December 8, 2021, the Company entered into
an agreement with the Sponsor, pursuant to which the Company agreed to reimburse the Sponsor for office space, secretarial and administrative
services provided to the Company in the amount of $
Due from Related Party
On June 20, 2023, the Company was paid the $
As of March 31, 2024 and December 31, 2023, the
Company had a balance of $
Advances from Sponsor
During the three months ended March 31, 2024,
the Sponsor paid for operating expenses on behalf of the Company. These amounts are reflected on the consolidated balance sheets as advances
from Sponsor. The advances are non-interest bearing and are payable on demand. As of March 31, 2024, the Company had advances owed to
the Sponsor in the amount of $
NOTE 5 - COMMITMENTS AND CONTINGENCIES
Registration Rights
The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of the initial Business Combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up periods with respect to such securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The underwriter was entitled to an underwriting
discount of $
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On January 26, 2023, Nomura Securities International, Inc. (“Nomura”) the underwriter for the initial public offering of the Company, pursuant to a letter dated as of the same date, waived its entitlement to the payment of the deferred underwriting discount then payable to Nomura in connection with the initial public offering and pursuant to the prior underwriting agreement between Nomura and the Company dated December 8, 2021. Other than such waiver, the letter did not waive any rights or obligations of the Company or Nomura which survive the termination of the underwriting agreement.
Risks and Uncertainties
Management also continues to evaluate the impact of the volatility and disruptions in the financial markets caused by, among other things, the ongoing conflict in Ukraine, rising interest rates and mounting inflationary cost pressures and recessionary fears. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these consolidated financial statements.
Termination of Previously Planned Merger Agreement
As previously announced, on May 22, 2023, the Company., GGAC Merger Sub, Inc., a Florida corporation and newly formed wholly-owned subsidiary of GGAA (“Merger Sub”); 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 entered into an Agreement and Plan of Merger (the “Plan of Merger”) with the Company.
The Plan of Merger had contemplated that the Company 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 the Company.
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.
On November 20, 2023, the Company, entered into
that certain Contribution and Business Combination Agreement (the “Agreement”), by and between the Company and the Sponsor
pursuant to which, among other things, (a) the Sponsor will contribute, transfer, convey, assign and deliver to the Company all of the
Sponsor’s rights, title and interest in and to a portfolio of patents acquired by the Sponsor pursuant to that certain Patent Purchase
Agreement, effective as of September 21, 2023 (as amended by the First Amendment to Patent Sale Agreement dated November 14, 2023 and
as it may be further amended from time to time, the “Patent Purchase Agreement”), by and between the Sponsor and MindMaze
Group SA, a Swiss corporation (“MindMaze”), and which includes (i) the Assigned Patent Rights, including the Additional Rights,
as such terms are defined in the Patent Purchase Agreement, and (ii) all other intellectual property rights acquired by the Sponsor under
the Patent Purchase Agreement, and (b) the Company will pay to the Sponsor one thousand dollars ($
On May 21, 2024, the Company convened an extraordinary
general meeting of shareholders (the “May 2024 EGM”). There were
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NOTE 6 - SHAREHOLDERS’ DEFICIT
Preference shares - The Company
is authorized to issue
Class A Ordinary shares - The Company
is authorized to issue
Class B Ordinary shares - The Company
is authorized to issue
Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law or stock exchange rule; provided that only holders of the Class B ordinary shares have the right to vote on the appointment of the Company’s directors prior to the initial Business Combination.
The Class B ordinary shares will automatically
convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have redemption rights or
be entitled to liquidating distributions from the Trust Account if the Company does not consummate an initial Business Combination) at
the time of the Company’s initial Business Combination or earlier at the option of the holders thereof at a ratio such that the
number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis,
Warrants - As of March 31, 2024
and December 31, 2023,
The Public Warrants will become exercisable at
$
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The warrants will expire
The exercise price and number of shares issuable
upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend or recapitalization,
reorganization, merger or consolidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities
for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price
of less than $
Except as described below, the Private Placement Warrants are identical to those of the warrants being sold as part of the Units in the Initial Public Offering. The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination and they will not be redeemable by the Company. Holders of the Company’s private placement warrants have the option to exercise the Private Placement Warrants on a cashless basis.
Redemption of Warrants When the Price per Class A Ordinary Share
Equals or Exceeds $
Once the warrants become exercisable, the Company may call the Public Warrants for redemption (except with respect to the Private Placement Warrants):
| ● | in whole and not in part; |
| ● | at a price of $ |
| ● | upon a minimum of |
| ● | if, and only if, the closing price of the Class A ordinary shares equals or exceeds $ |
If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreements. Additionally, in no event will the Company be required to net cash settle any Warrants. If the Company is unable to complete the initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.
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NOTE 7 - FAIR VALUE MEASUREMENTS
The Company determines the level in the fair value hierarchy within which each fair value measurement falls based on the lowest level input that is significant to the fair value measurement and performs an analysis of the assets and liabilities at each reporting period end.
March 31, 2024
| Description | Quoted Prices in Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Other Unobservable Inputs (Level 3) | |||||||||
| Assets: | ||||||||||||
| Investments held in Trust Account - Money Market Fund | $ | $ | $ | |||||||||
December 31, 2023
| Description | Quoted Prices in Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Other Unobservable Inputs (Level 3) | |||||||||
| Assets: | ||||||||||||
| Investments held in Trust Account - Money Market Fund | $ | $ | $ | |||||||||
Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. There were no transfers to/from Levels 1, 2, and 3 during the period from March 17, 2021 (inception) through March 31, 2024.
Level 1 assets include investments in money market funds that invest solely in U.S. government securities. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.
NOTE 8 - SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent events, other than below, that have occurred that would require adjustments to the disclosures in the accompanying unaudited consolidated financial statements.
On May 21, 2024, the Company convened an extraordinary
general meeting of shareholders (the “May 2024 EGM”). There were
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(b) Pro Forma Financial Information.
Anticipated Accounting Treatment
The Contribution and Business Combination Agreement by and between NeuroMind AI Corp. and Genesis Growth Tech LLC will be accounted for as an asset acquisition pursuant to ASC 805. The GAAP value assigned to the Contributed Assets will be the historical carryover basis of the transferor given that the transaction will be an asset acquisition under ASC 805 and the related party nature of the transaction.
The Warrant Exchange Agreement by and between NeuroMind AI Corp. and Genesis Growth Tech LLC will be accounted for as a Warrant Modification Recognized as Compensation pursuant to ASC 815-40-55-52. The amount to be recognized as an expense will be the fair value of the 221,875,000 Class A shares issued by the Company reduced by the fair value of the 8,875,000 warrants received by the Company in the exchange.
Impact on the financial statements of the combined company
The summary unaudited pro forma financial information is for illustrative purposes only. You should not rely on the summary unaudited pro forma financial information as being indicative of the historical results that would have been achieved had the Business Combination occurred earlier or the future results that the combined company will experience.
The following summary unaudited pro forma financial information gives effect to the transactions contemplated by the Business Combination and related transactions. The Business Combination will be accounted for as an asset acquisition in accordance with ASC 805-50-25-2. Upon the completion of the Business Combination, the NeuroMind AI will account for the transfer of assets and liabilities pursuant to the guidance relevant between entities under common control. In accordance with ASC 805-50-30-5 NeuroMind AI will measure the transfer of assets and liabilities between entities under common control and will initially measure the recognized assets and liabilities transferred at their carrying amounts in the accounts of Genesis Sponsor at the date of transfer on the books of NeuroMind AI. The expected transfer value of the transferred assets and liabilities is $21,000,000. Accordingly, NeuroMind AI will recognize net assets transferred in its separate financial statements on the date of the transfer and retrospectively adjusts its historical financial statements to include the net assets received and related operations, if any, for all periods during which the entities were under common control.
The summary unaudited pro forma financial information gives effect to the Warrant Exchange Agreement. Under the terms of the Warrant Exchange Agreement, Genesis Sponsor is exchanging 8,875,000 Private Placement Warrants with an estimated value of approximately $275,000 (based on the trading price of NeuroMind AI’s publicly traded warrants of $0.031 per warrant on December 29, 2023) for 221,281,250 Class A common shares with a value of $665,625 based on a probability weighted expected return method which evaluated the post-transaction equity value of the Company immediately following the closing of the Business Combination. The Warrant Exchange Agreement will be accounted for in accordance with ASC 815-40-55- which results in the recording of an expense in the amount of $390,625.
The summary unaudited pro forma financial information does not necessarily reflect what combined company’s financial condition or results of operations would have been had the Business Combination occurred on the dates indicated. The summary unaudited pro forma financial information also may not be useful in predicting the future financial condition and results of operations of the combined company. The actual financial position and results of operations may differ significantly from the pro forma financial information reflected herein due to a variety of factors. The summary unaudited pro forma financial information is presented for illustrative purposes only.
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The following tables sets out the dilutive impact on the Business Combination on the common and fully diluted share ownership of NeuroMind AI on a pro forma basis assuming completion of the Business Combination as of March 31, 2024:
Common share and fully diluted ownership prior to the Business Combination
| Common Stock Ownership | Number of Shares Owned | % Ownership | Fully Diluted Stock Ownership | Number of Shares Owned | % Ownership | |||||||||||||
| Public Shareholders | 81,520 | 0.29 | % | |||||||||||||||
| Public Shareholders | 81,520 | 1.3 | % | Genesis Sponsor | 5,850,625 | 20.95 | % | |||||||||||
| Genesis Sponsor | 5,850,625 | 91.3 | % | Other Class B Shareholders | 474,375 | 1.70 | % | |||||||||||
| Other Class B Shareholders | 474,375 | 7.4 | % | Public Warrants | 12,650,000 | 45.29 | % | |||||||||||
| Private Placement Warrants | 8,875,000 | 31.77 | % | |||||||||||||||
| Total | 6,406,520 | 100.0 | % | Total | 27,931,520 | 100.00 | % | |||||||||||
Common Stock Ownership as a result of the Business Combination
| Number of Shares Owned | % Ownership | |||||||
| Public Shareholders | 13,637 | 0.01 | % | |||||
| Genesis Sponsor | 5,850,625 | 2.56 | % | |||||
| Warrant exchange agreement | 221,875,000 | 97.22 | % | |||||
| Other Class B Shareholders | 474,375 | 0.21 | % | |||||
| Total | 228,213,637 | 100.0 | % | |||||
Fully Diluted Stock Ownership as a result of the Business Combination
| Number of Shares Owned | % Ownership | |||||||
| Public Shareholders | 13,667 | 0.01 | % | |||||
| Genesis Sponsor | 5,850,625 | 2.43 | % | |||||
| Other Class B Shareholders | 474,375 | 0.20 | % | |||||
| Warrant exchange agreement | 221,875,000 | 92.11 | % | |||||
| Public Warrants | 12,650,000 | 5.25 | % | |||||
| Private Placement Warrants | — | 0.00 | % | |||||
| Total | 240,863,637 | 100.00 | % | |||||
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The following table sets out summary data for the unaudited pro forma condensed balance sheet and the unaudited pro forma condensed statement of operations. The summary unaudited pro forma condensed balance sheet information is as of March 31, 2024, and gives effect to the Business Combination as if it had occurred on March, 31, 2024. The summary unaudited pro forma condensed statement of operations information for the quarter ended March 31, 2024 give effect to the Business Combination as if it had occurred on January 1, 2024.
| NeuroMind AI stand alone results | As Adjusted | |||||||
| Summary Unaudited Pro Forma Condensed Combined Statement of Operations Data for the Quarter Ended March 31, 2024 | ||||||||
| Net Income (Loss) from Operations | $ | (267,511 | ) | $ | (671,776 | ) | ||
| Net Income (Loss) attributable to Common Shareholders | $ | (267,511 | ) | $ | (671,776 | ) | ||
| Net Income (Loss) per share – basic and diluted | $ | (0.04 | ) | (0.11 | ) | |||
| Weighted average shares outstanding – Class A | 81,520 | 13,637 | ||||||
| Weighted average shares outstanding – Class B | 6,325,000 | 6,325,000 | ||||||
| Summary Unaudited Pro Forma Condensed Combined Balance Sheet Data as of March 31, 2024 | ||||||||
| Total assets | $ | 1,062,222 | $ | 22,062,222 | ||||
| Total liabilities | $ | 5,620,162 | $ | 26,620,162 | ||||
| Total equity | $ | (5,520,162 | ) | $ | (5,745,646 | ) | ||
Item 19. EXHIBITs
| * | Filed herewith |
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SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20FR12B and that it has duly caused and authorized the undersigned to sign this report on its behalf.
| NEUROMIND AI CORP. | ||
| August 15, 2024 | By: | /s/ Eyal Perez |
| Name: | Eyal Perez | |
| Title: | Chief Executive Office and Principal Executive Officer | |
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