Correspondence 0001493152-23-013478 from Genesis Unicorn Capital Corp. (CIK 0001853112)
Genesis Unicorn Capital Corp. (CIK 0001853112)
Date: April 25, 2023 · CIK: 0001853112 · Accession: 0001493152-23-013478
AI Filing Summary & Sentiment
File numbers found in text: 001-41287
Referenced dates: April 14, 2023
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CORRESP
1
filename1.htm
Bill
Huo
Becker
& Poliakoff, LLP
45
Broadway, 17th Floor
New
York, New York 10006
Email:
Bhuo@beckerlawyers.com
Phone:
(212) 599-3322 Fax: (212) 557-0295
April
24, 2023
VIA
EDGAR
United
States Securities & Exchange Commission
Division
of Corporation Finance
Office
of Energy & Transportation
Attention:
Mr.
Craig Arakawa
Ms.
Joanna Lam
Re:
Genesis
Unicorn Capital Corp.
Form
10-K for the Fiscal Year Ended December 31, 2022
Filed
March 10, 2023
File
No. 001-41287
To
the Reviewing Staff Members of the Commission:
On
behalf of our client, Genesis Unicorn Capital Corp., a Delaware limited liability company (the “Company”), we submit
to the staff (the “Staff”) of the Securities and Exchanges Commission (the “Commission”) this letter
setting forth the Company’s responses to the comments contained in the Staff’s letter dated April 14, 2023 on the Company’s
Form 10-K for the Fiscal Year Ended December 31, 2022 (the “Form 10-K”) filed on March 10, 2023.
Concurrently
with the submission of this letter, the Company is submitting the Amendment No. 1 to the Form 10-K (the “Form 10-K Amendment”)
via EDGAR to the Commission.
The
Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references
in the Form 10-K Amendment where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined
herein have the meanings set forth in the Form 10-K Amendment.
Form
10-K for the Fiscal Year Ended December 31, 2022
Item
10. Directors, Executive Officers and Corporate Governance, page 86
1.
To
the extent that one or more of your officers and/or directors are located in China or Hong Kong, please create a separate Enforceability
of Civil Liabilities section for the discussion of the enforcement risks related to civil liabilities due to your officers and directors
being located in China or Hong Kong. Please identify each officer and/or director located in China or Hong Kong and disclose that
it will be more difficult to enforce liabilities and enforce judgments on those individuals. For example, revise to discuss more
specifically the limitations on investors being able to effect service of process and enforce civil liabilities in China, lack of
reciprocity and treaties, and cost and time constraints. Also, please disclose these risks in a separate risk factor, which should
contain disclosures consistent with the separate section.
Response:
We have revised the disclosure in the Form10-K Amendment on pages 55 and 97 in accordance with the Staff’s instructions.
We
hope this response has addressed all of the Staff’s concerns relating to the comment letter. Should you have additional questions
regarding the information contained herein, please contact our outside securities counsel Bill Huo, Esq. or Steven Glauberman, Esq. of
Becker & Poliakoff LLP at bhuo@beckerlawyers.com or sglauberman@beckerlawyers.com.
Very
truly yours,
By:
/s/
Bill Huo
Name:
Bill
Huo