Material Agreement - Form 8-K

Item 1.01. Entry into a Material Definitive Agreement.

Contribution and Business Combination Agreement

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 May 31, 2024 and the obligation to share certain revenues with MindMaze, on the terms and subject to the conditions set forth in the Patent Purchase Agreement (collectively, the "Transaction").

Genesis Sponsor is the sponsor of Genesis SPAC, and currently owns 6,325,000 Class B ordinary shares of Genesis SPAC, representing approximately 98.7% of the outstanding ordinary shares of Genesis SPAC, and 8,875,000 warrants to purchase 8,875,000 Class A ordinary shares at $11.50 per share.

Pursuant to the Agreement, each of the parties to the Agreement has made customary representations, warranties and covenants in the Agreement, including covenants by Genesis Sponsor not to dispose of or otherwise encumber the assets to be sold to Genesis SPAC.

Consummation of the Transaction is subject to customary conditions, including, among other things (a) the absence of any law, order or action restraining or prohibiting the Transaction, (b) approval of the shareholders of Genesis SPAC, (c) Genesis SPAC receiving a fairness opinion that the Transaction is fair to Genesis SPAC from a financial point of view, (d) MindMaze executing an extension for the payment of the MindMaze IP Purchase Price, (e) Genesis Sponsor having caused MindMaze to execute a consent to assignment of the Patent Purchase Agreement from Genesis Sponsor to Genesis SPAC, (f) Genesis SPAC having filed amended and restated memorandum and articles of association deleting the various provisions applicable only to special purpose acquisition companies (the "Amended SPAC Articles"), and (g) Genesis SPAC having executed a warrant exchange agreement for the exchange of the private warrants owned by Genesis SPAC for ordinary shares of Genesis SPAC.

The Agreement may be terminated by Genesis SPAC and Genesis Sponsor under certain circumstances, including, among others, (a) by mutual written agreement of Genesis SPAC and Genesis Sponsor, (b) by either Genesis SPAC or Genesis 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 Genesis SPAC, with Genesis SPAC shareholder vote, in accordance with the Genesis SPAC's amended and restated memorandum and articles of association, the last date for Genesis SPAC to consummate a Business Combination pursuant to such extensions and (c) by either Genesis SPAC or Genesis Sponsor if the Transaction is prohibited or made illegal by a final, nonappealable governmental order or law.

The board of directors of Genesis SPAC 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 Genesis SPAC), and (b) resolved to recommend approval of the Agreement and related matters by Genesis SPAC's shareholders.