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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

Date
April 25, 2023
Author
By
Form
CORRESP
Company
Genesis Unicorn Capital Corp. (CIK 0001853112)

Letter

Bill Huo

Becker & Poliakoff, LLP

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:

Show Raw Text
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