UNITED STATES SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Securities~~July ~~Exchange~~26, ~~Act~~2023 Date of ~~1934~~Report (Date of earliest event reported)

April 27, 2023

Date of Report (Date of earliest event reported)

GENESIS UNICORN CAPITAL CORP.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-41287

85-4283150

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

281 Witherspoon Street, Suite 120 Princeton, New Jersey 08540

Princeton, New Jersey 08540

(Address of Principal Executive Offices, and Zip Code)

(609) 466-0792

Registrant’s Telephone Number, Including Area Code

Not Applicable (Former Name or Former Address, if Changed Since Last Report)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☒☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock, $0.0001 par value, and one redeemable warrant	GENQU	The NASDAQ Stock Market LLC
Class A Common Stock, $0.0001 par value	GENQ	The NASDAQ Stock Market LLC
Redeemable warrants, each warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share	GENQW	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, 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. ☐

Item 15.0107. ~~Entry~~Submission ~~into~~of Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement~~Security Holders.

On ~~April~~July 2726, 2023, Genesis Unicorn Capital Corp. (the “Company”) ~~issued~~held ana ~~amended~~special ~~and~~meeting ~~restated promissory note (the “Note”) in the principal amount~~ of upits tostockholders ~~$4,500,000 to Genesis Unicorn Capital, LLC~~ (the “~~Sponsor~~Special Meeting”), ~~pursuant~~at to which the ~~Sponsor~~ ~~shall~~stockholders ~~loan~~voted toon the ~~Company~~following ~~up to $4~~proposals,~~500,000~~ toas ~~pay,~~set ~~among~~forth ~~other things~~below, ~~any~~each ~~extension~~of ~~fees~~which ~~and~~is ~~transaction~~described ~~costs~~in ~~associated~~more ~~with~~detail ~~any~~in ~~extensions~~the ofdefinitive ~~time~~proxy ~~needed~~statement ~~for~~ (the ~~Company~~“Proxy toStatement”) ~~consummate~~filed ~~its~~with ~~business~~the ~~combination~~U.S. ~~The~~Securities ~~Note amends~~ and ~~restates~~Exchange ~~the~~Commission ~~Promissory Note, dated as of March 1, 2023~~ (the “~~Original Note~~SEC”)~~. For the purposes of clarity, the Company and the Sponsor hereby agreed~~ ~~that~~on ~~the~~July ~~certain instrument dated as of March 1~~5, 2023, ~~pursuant to~~ which ~~the~~was ~~Sponsor~~first ~~purported~~mailed toby ~~loan~~the upCompany to ~~$2,000,000~~its tostockholders ~~the~~on ~~Company was~~or ~~hereby~~about ~~canceled~~July ~~and~~5, ~~deemed void ab initio~~2023.

~~The~~As ~~Note~~of ~~bears~~June no9, ~~interest~~2023, ~~and~~the isrecord ~~repayable~~date infor ~~full upon~~ the ~~earlier~~Special ofMeeting, ~~(a)~~there ~~February~~were 175,867,515 ~~2024~~shares orof ~~(b)~~Class ~~the~~A ~~date~~common ofstock ~~the~~and ~~consummation~~2,156,250 ofshares ~~the~~of ~~Company’s~~Class ~~initial~~B ~~business~~common ~~combination.~~stock ~~The issuance~~ of the ~~Note~~Company ~~was~~entitled ~~made~~to ~~pursuant~~be tovoted at the ~~exemption~~Special ~~from~~Meeting. ~~registration~~There ~~contained in~~were ~~Section~~6,542,842 ~~4(a)(2)~~shares of ~~the~~common ~~Securities~~stock ~~Act~~representing approximately 81.54% of ~~1933,~~the asissued ~~amended.~~and ~~The~~outstanding ~~foregoing~~shares ~~description~~of iscommon ~~qualified~~stock present in ~~its~~person ~~entirety~~or represented by ~~reference~~proxy to at the ~~Note~~Special Meeting, constituting a ~~copy~~quorum offor ~~which~~the isSpecial ~~attached as Exhibit 10~~Meeting.~~1 hereto and are incorporated herein by reference.~~

~~Item~~The ~~2.03~~stockholders ~~Creation~~approved ofthe aReincorporation ~~Direct~~Merger ~~Financial~~Proposal, ~~Obligation~~the orAcquisition anMerger ~~Obligation~~Proposal, ~~under~~the anNasdaq ~~Off-Balance~~Proposal ~~Sheet~~and ~~Arrangement~~the ofGovernance ~~a Registrant~~Proposals.

~~The~~A ~~disclosure~~summary ~~contained in Item 1.01~~ of ~~this~~the ~~Current~~voting ~~Report~~results onat ~~Form~~the ~~8-K~~Special Meeting is ~~incorporated~~set byforth ~~reference in this Item 2.03.~~below:

~~Item 9~~1.01 Proposal No. ~~Financial~~1 ~~Statements~~— ~~and~~The ~~Exhibits~~Reincorporation Merger Proposal

Exhibit No.	Description
FOR	AGAINST	ABSTAIN
10.1	Amended and Restated Promissory Note dated April 27, 2023
6,253,887	288,955	0
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

2.	Proposal No. 2 — The Acquisition Merger Proposal

FOR		AGAINST		ABSTAIN
6,253,887		288,955		0

3.	Proposal No. 3 — The Nasdaq Proposal

FOR		AGAINST		ABSTAIN
6,253,887		288,955		0

4.	Proposal No. 4 — The Governance Proposals

FOR		AGAINST		ABSTAIN
6,253,887		288,955		0

Item 8.01. Other Events.

In connection with the stockholders’ vote at the Special Meeting, 5,377,344 shares were tendered for redemption. The Company plans to close the business combination as described in the Proxy Statement as soon as possible and will continue to accept reversal of redemption requests until closing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: April 27, 2023
Dated: July 26, 2023
GENESIS UNICORN CAPITAL CORP.
By:	/s/ Samuel Lui
Name:	Samuel Lui
Title:	President and Chief Financial Officer

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