Item 7.01 Regulation FD Disclosure.
Furnished as Exhibit 99.1 hereto is the investor presentation, dated October
2022, for use by Biolog-ID, a société anonyme organized under the laws of France
("Biolog-id"), and Genesis Growth Tech Acquisition Corp., an exempted company
incorporated under the laws of the Cayman Islands ("GGAA"), in meetings with
potential investors in connection with the previously announced proposed
business combination between Biolog-id and GGAA (the "Business Combination"). In
connection with the Business Combination, GGAA previously filed the related
Business Combination Agreement (the "BCA") as Exhibit 1.01 to the Current Report
on Form 8-K filed by GGAA with the U.S. Securities and Exchange Commission (the
"SEC") on August 26, 2022.
The information in this Item 7.01, including Exhibit 99.1, is furnished and
shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or
otherwise subject to liabilities under that section, and shall not be deemed to
be incorporated by reference into the filings of GGAA under the Securities Act
or the Exchange Act, regardless of any general incorporation language in such
filings. This Current Report on Form 8-K will not be deemed an admission as to
the materiality of any information of the information in this Item 7.01,
including Exhibit 99.1.
Additional Information
In connection with the proposed business combination, Biolog-id intends to file
with the SEC a Registration Statement on Form F-4, including a proxy statement
of GGAA and prospectus of Biolog-id. GGAA's shareholders and public
warrantholders and other interested persons are advised to read, when available,
the proxy statement/prospectus and the amendments thereto, as well as other
documents filed with the SEC in connection with the proposed merger and the
warrant amendment proposal, as these materials will contain important
information about the businesses of Biolog-id and GGAA, the proposed merger and
the warrant amendment proposal. When available, prospectus/proxy statement and
other relevant materials for the proposed merger and the related warrant
amendment proposal will be mailed to all GGAA shareholders and public
warrantholders. GGAA shareholders and public warrantholders will also be able to
obtain copies of the prospectus/proxy statement and other documents filed with
the SEC, without charge, once available, at the SEC's website at www.sec.gov, or
by visiting the GGAA website at https://www.genesisgrowthtechspac.com/filings.
Participants in the Solicitation
GGAA, Biolog-id and certain of their respective directors and executive officers
may be deemed participants in the solicitation of proxies from GGAA's
shareholders and public warrantholders with respect to the proposed merger and
warrant amendment proposal. A list of the names of those directors and executive
officers and a description of their interests in GGAA and/or the proposed merger
will be included in the proxy statement/prospectus for the proposed merger and
warrant amendment proposal when available. The definitive proxy statement of
GGAA will be mailed to GGAA's shareholders and public warrantholders as of a
record date to be established for voting on the proposed merger and warrant
amendment proposal when it becomes available. A free copy of the proxy statement
of GGAA, as well as other filings containing information about GGAA, can be
found at www.sec.gov or by directing a request to GGAA or Biolog-id.
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Forward Looking Statements
Certain statements made or incorporated by reference herein are not historical
facts but are forward-looking statements for purposes of the safe harbor
provisions under The Private Securities Litigation Reform Act of 1995.
Forward-looking statements generally are accompanied by words such as "believe,"
"may," "will," "estimate," "continue," "anticipate," "intend," "expect,"
"should," "would," "plan," "predict," "potential," "seem," "seek," "future,"
"outlook" and similar expressions that predict or indicate future events or
trends or that are not statements of historical matters. Such forward-looking
statements reflect GGAA's or Biolog-id's current expectations or beliefs
concerning future events and actual events may differ materially from current
expectations. These forward-looking statements involve significant risks and
uncertainties that could cause the actual results to differ materially from
those discussed in the forward-looking statements. Most of these factors are
outside GGAA's and Biolog-id's control and are difficult to predict. Factors
that may cause such differences include, but are not limited to: the occurrence
of any event, change, or other circumstances that could give rise to the
termination of the BCA; the amount of any redemption requests made by GGAA's
public shareholders; the outcome of any legal proceedings that may be instituted
against GGAA and Biolog-id following the announcement of the BCA and the
transactions contemplated therein; the inability to complete the proposed
Business Combination, including due to failure to obtain the approval of GGAA's
shareholders and warrantholders (with respect to certain warrant amendments and
warrant conversions) and Biolog-id's shareholders, certain regulatory approvals,
or satisfy other conditions to closing in the BCA, including the satisfaction of
the minimum cash condition following redemptions by GGAA's public shareholders;
the impact of COVID-19 on Biolog-id's business and/or the ability of the parties
to complete the proposed Business Combination; the inability to obtain or
maintain the listing of Biolog-id's ADSs on Nasdaq following the proposed
Business Combination; the risk that the proposed Business Combination disrupts
current plans and operations as a result of the announcement and consummation of
the proposed Business Combination; Biolog-id's ability to recognize the
anticipated benefits of the proposed Business Combination, which may be affected
by, among other things, competition and the ability of the combined company to
grow and manage growth profitably; the commercial success of Biolog-id's
solutions and ability to attain significant market acceptance; continued growth
of the data and analytics market and Biolog-id's ability to expand into broader
segments of the addressable market; Biolog-id's ability to penetrate foreign
markets and promote its solutions; Biolog's ability to grow new and maintain
existing relationships with customers; continued development of patented
technology and protection of these intellectual property rights; the timing and
amount of estimated future production, costs of production, capital expenditures
and requirements for additional capital of Biolog-id; Biolog-id's cash flow
provided by operating activities; Biolog-id's dependence on key management
personnel and executive officers; supply chain issues and other risks and
uncertainties indicated from time to time in the proxy statement of GGAA and
prospectus of Biolog-id relating to the proposed Business Combination, including
those under "Risk Factors" therein, and in GGAA's other filings with the SEC.
GGAA and Biolog-id caution that the foregoing list of factors is not exclusive.
GGAA and Biolog-id caution readers not to place undue reliance upon any
forward-looking statements, which speak only as of the date made. GGAA and
Biolog-id do not undertake or accept any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statements to reflect
any change in its expectations or any change in events, conditions, or
circumstances on which any such statement is based.
No Offer or Solicitation
This communication is not a proxy statement or solicitation of a proxy, consent
or authorization with respect to any securities or in respect of the potential
transaction and shall not constitute an offer to sell or a solicitation of an
offer to buy the securities of GGAA, the combined company or Biolog-id, nor
shall there be any sale of any such securities in any state or jurisdiction in
which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of such state or jurisdiction. No
offer of securities shall be made except by means of a prospectus meeting the
requirements of the Securities Act of 1933, as amended.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Investor Presentation, dated October 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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