Genesis Growth Tech Acquisition Corp. (ticker GGAAW), a special purpose acquisition company, has mutually agreed with Biolog-id, a provider of healthcare traceability solutions, to terminate their Business Combination Agreement (BCA) effective March 6, 2023. Both companies have waived all claims, obligations, liabilities, and losses relating to the BCA and transactions contemplated thereby, except for any terms that expressly survive the termination or are set forth in their Termination Agreement.
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Initial Merger Agreement
Genesis Growth Tech Acquisition Corp. (GGAAW) and Biolog-id initially entered a memorandum of understanding (MoU) regarding the merger of the two companies on August 22, 2022. This MoU contemplated that the combined company would continue under the Biolog-id banner following the merger’s closing. However, due to Biolog-id’s social and economic committee consultation process creating a legal barrier to any binding merger commitments, both parties signed a Business Combination Agreement (BCA) on August 26, 2022, after the consultation process had completed.
The BCA contained customary representations, warranties, covenants, closing conditions, and other terms relating to the merger and other transactions. The termination of this agreement reflects the mutual agreement of both parties to cease pursuing the merger.
Financial Situation of GGAAW
As of December 31, 2022, GGAAW demonstrated a working capital deficit of approximately $4.1 million. The company satisfied its liquidity needs prior to its Initial Public Offering through a loan from Genesis Sponsor LLC and a payment of $25,000 for the issuance of Founder Shares. Since the Initial Public Offering, GGAAW’s liquidity has been managed through the net proceeds from the offering and Private Placement Warrants held outside of the Trust Account.
The termination of the BCA with Biolog-id and mandatory liquidation of GGAAW raise doubts about the company’s ability to continue as a going concern. Furthermore, the financial statements for the company do not account for any adjustments that might be necessary if it is unable to continue operating beyond September 13, 2023. GGAAW’s management will attempt to minimize the risk to the trust account due to creditors’ claims. All vendors, service providers and prospective target businesses are expected to execute agreements waiving any right, title, or interest in monies held in the Trust Account.
Conclusion
In conclusion, the termination of the BCA between Genesis Growth Tech Acquisition Corp. and Biolog-id indicates the cancellation of their merger plans. As a result, GGAAW faces uncertainties regarding its ability to continue as a going concern beyond September 2023. Subsequent developments and adjustments to the company’s financial statements will likely be necessary, depending on its management’s actions and future circumstances.
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