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United States securities and exchange commission logo
January 12, 2024
Eyal Perez
Chairman of the Board
Genesis Growth Tech Acquisition Corp.
Bahnhofstrasse 3
Hergiswil Nidwalden, Switzerland
Re:Genesis Growth Tech Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed December 15, 2023
File No. 001-41138
Dear Eyal Perez:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed December 15, 2023
General
1.We note the Company entered into the Contribution and Business Combination
Agreement to acquire a portfolio of patents acquired by Genesis Sponsor and assumed the
obligation to pay MindMaze Group SA a purchase price of $21 million related to such
acquired patents. Please address the following:
•Please tell us if you determined the acquired patents to be a business under Rule 11-
01(d) of Regulation S-X. Within your response, please tell us how you made that
determination.
•We note your disclosure that the Contribution and Business Combination
Agreement will be accounted for as an asset acquisition pursuant to ASC 805. Please
tell us how you made that determination.
•Please tell us your consideration of the need to provide pro forma financial
information in accordance with Article 11 of Regulation S-X for the acquisition.
2.Please disclose the sponsor and its affiliates’ total potential ownership interest in the
combined company, assuming exercise and conversion of all securities.

 FirstName LastNameEyal Perez
 Comapany NameGenesis Growth Tech Acquisition Corp.
 January 12, 2024 Page 2
 FirstName LastNameEyal Perez
Genesis Growth Tech Acquisition Corp.
January 12, 2024
Page 2
3.Please quantify the value of warrants, based on recent trading prices, that may be retained
by redeeming stockholders assuming maximum redemptions and identify any material
resulting risks.
4.Please include a copy of the amended and restatement memorandum and articles of
association of Genesis SPAC attached as Annex C.
5.We note your disclosure on page 62 that the "full text of the written opinion" of
KISSPatent is attached as Annex D. However, it appears that Annex D contains only the
cover letter to the comprehensive patent valuation report which is part of the fairness
opinion. Please include the full text of the fairness opinion as Annex D.
6.Please disclose whether Nomura Securities International, Inc., the underwriter of your
initial public offering, assisted in the preparation or review of any materials reviewed by
your board of directors or management as part of their services to Genesis Sponsor and
whether Nomura Securities International, Inc. has withdrawn its association with those
materials and notified you of such disassociation. For context, include that there are
similar circumstances in which a financial institution is named and that Nomura Securities
International, Inc.'s resignation indicates it is not willing to have the liability associated
with such work in this transaction.
7.Please revise your proxy statement to fill in all known information in the relevant blanks.
8.Please provide more clarity in the beginning of your disclosure to address past reductions
in the amounts available in the trust account due to shareholder redemptions in connection
with previous time extensions to complete the initial business combination.
9.Please expand your disclosure regarding the sponsor’s ownership interest in Genesis
Sponsor. Disclose the approximate dollar value of the sponsor's interest based on the
transaction value determined.
10.We understand the sponsor may receive additional securities pursuant to an anti-dilution
adjustment based on the company obtaining additional financing activities. Please
quantify the number and value of securities the sponsor will receive to the extent possible.
In addition, disclose the ownership percentages in the company before and after the
additional financing to highlight the potential dilution to public stockholders.
Cover page
11.Please disclose the current balance of the Trust Account here and elsewhere in the
document.
12.Please expand your disclosure to state that a copy of the Patent Purchase Agreement is
attached as Annex B.
13.We note that Genesis SPAC Public Shareholders may elect to redeem their shares even if
they "vote for" the Business Combination Proposal. Please clarify whether they will have
the opportunity to redeem their shares regardless of whether they abstain, vote for, or

 FirstName LastNameEyal Perez
 Comapany NameGenesis Growth Tech Acquisition Corp.
 January 12, 2024 Page 3
 FirstName LastNameEyal Perez
Genesis Growth Tech Acquisition Corp.
January 12, 2024
Page 3
against, the Business Combination Proposal.
14.We note that Genesis Sponsor and Genesis SPAC’s directors and officers have agreed to
waive their redemption rights with respect to any Genesis SPAC Public Shares owned by
them in connection with the consummation of the Business Combination. Please describe
any consideration provided in exchange for this agreement.
15.Please disclose that the Post-Combination Company will be engaged in the business of
commercializing the Contributed Assets.
16.We note in the Letter to Shareholders that the Sponsor owns approximately 91% of the
outstanding ordinary shares. Please revise to indicate that the Sponsor owns enough shares
to ensure that the business combination will be approved. Also address this in the
Question and Answers section on page 9.
What is the impact on relative share ownership if a substantial number of..., page 12
17.We note your sensitivity analysis showing a range of redemption scenarios. Please revise
to disclose all possible sources and extent of dilution that shareholders who elect not to
redeem their shares may experience in connection with the business combination. Provide
disclosure of the impact of each significant source of dilution, including the amount of
equity held by founders, convertible securities, including warrants retained by redeeming
shareholders, at each of the redemption levels detailed in your sensitivity analysis,
including any needed assumptions. Also address the possible dilution from any potential
financings in connection with the business combination. Moreover, please revise to
provide the footnotes since we note that your sensitivity analysis contains footnote
superscript numbers.
Questions and What vote is required to approve the proposals presented..., page 13
18.Please revise to indicate in this answer that the Sponsor holds 6,325,000 Class B ordinary
shares (91% of the outstanding ordinary shares).
What interest do Genesis Sponsor and Genesis SPAC's current officers and directors..., page 15
19.Please revise to describe and quantify the interests of the Sponsor and SPAC’s directors
and officers that are different from, or in addition to, the interests of the SPAC public
shareholders.
Summary, page 21
20.Please revise your Summary section to include a section that addresses the material terms
of the Patent Purchase Agreement between Genesis Sponsor and MindMaze Group SA.
We specifically note a couple of provisions in the Patent Purchase Agreement that we
believe need to be highlighted in your disclosure. We note that Section 4.3 grants a
worldwide royalty-free license back to the seller. We additionally note that Section 4.4(a)
provides revenue sharing where if the purchaser receives any revenue from any third party

 FirstName LastNameEyal Perez
 Comapany NameGenesis Growth Tech Acquisition Corp.
 January 12, 2024 Page 4
 FirstName LastNameEyal Perez
Genesis Growth Tech Acquisition Corp.
January 12, 2024
Page 4
then the purchaser will pay MindMaze an amount equal to fifty percent (50%) of the gross
amounts received. Finally, we note your statement on the cover page regarding the
revenue sharing that “under the Patent Purchase Agreement … the obligation to share
certain revenues with MindMaze….” Please revise your cover page statement to clarify
that it is the purchaser’s obligation to share fifty percent (50%) of the gross amounts
received under the Patent Purchase Agreement and clarify your statements throughout the
document.
21.Please briefly clarify how Genesis SPAC will develop and commercialize the mask
technology patent acquired from MindMaze. Briefly clarify what mask technology the
seven issued patents and three pending patent applications cover.
Genesis Sponsor, page 21
22.We note that Mr. Perez "suggested a purchase and sale agreement between Genesis
Sponsor and MindMaze, with the possibility that [he] could then separately work to
incorporate the assets in a business combination with Genesis SPAC." Please clarify
whether Genesis Sponsor entered into the Patent Purchase Agreement with the intent to
incorporate the acquired assets under the Patent Purchase Agreement in a business
combination with Genesis SPAC. Moreover, please consider including a cross reference to
"Information about Genesis Sponsor and the Contributed Assets and Obligations."
Interests of Genesis Sponsor and Genesis SPAC's Directors and Officers, page 24
23.We note your disclosure regarding conflicts of interest as they pertain to material interests
in the transaction held by the sponsor and the company’s officers and directors. Please
clarify, here and on page 62, how the board considered those conflicts in negotiating and
recommending the business combination. Moreover, please disclose the number of
independent directors in your board of directors.
24.Please revise to place the financial conflicts of interest at the top of your list in this
section. Also revise to indicate the current market value of the 6,325,000 founder shares
and the 8,875,0000 private placement warrants. Additionally, also revise the "11.43
million" at risk figure, in your concluding paragraph in this section, to account for the
current value of the founder shares and private placement warrants. Finally, revise your
disclosure on page 62 as applicable.
Risk Factors, page 30
25.Please highlight the material risks to public warrant holders, including those arising from
differences between private and public warrants. In this regard, we note that warrants
become exercisable 30 days after the completion of initial business combination, and that
the Genesis SPAC Private Placement Warrants have terms and provisions that are
identical to those of the Genesis SPAC Public Warrants, except that Genesis Sponsor has
agreed not to transfer, assign or sell any of the Genesis SPAC Private Placement Warrants
(except to certain permitted transferees) until 30 days after the completion of Genesis

 FirstName LastNameEyal Perez
 Comapany NameGenesis Growth Tech Acquisition Corp.
 January 12, 2024 Page 5
 FirstName LastNameEyal Perez
Genesis Growth Tech Acquisition Corp.
January 12, 2024
Page 5
SPAC’s initial business combination. However, it appears that if Genesis SPAC enters
into a warrant exchange agreement with Genesis Sponsor, the only the private
placement warrants, but not the public warrants, will convert to Class A ordinary
shares immediately prior to the closing of the Business Combination since a number of
private placement warrants will be cancelled in full and, in consideration therefor, you
will issue Class A ordinary shares to Genesis Sponsor on a private placement basis. Please
revise or advise.
26.Please highlight the material risks to public warrant holders and clarify whether recent
common stock trading prices exceed the threshold that would allow the company to
redeem public warrants. In this regard, we note your disclosure on page 97 about the
redemption of warrants when the price per Class A ordinary share equals or exceeds $18.
27.We note that if the post-combination company does not pay the MindMaze Purchase Price
by May 31, 2024, MindMaze will have the right to terminate the Patent Purchase
Agreement and require you to return the Contributed Assets to MindMaze. Please clarify
whether your obligation to pay $21 million will be completely discharged if the
Contributed Assets are returned to MindMaze for failure to pay the Purchase Price by
May 31, 2024.
We may require additional capital in the future..., page 38
28.Please revise your risk factor to also address the potential dilution effect on the Genesis
SPAC shareholders from additional financing.
If the Business Combination's benefits do not meet the expectations of investors..., page 47
29.We note your cross-reference to “— Risks Related to Ownership of the Post-
Combination Company Shares — The market price and trading volume of Post-
Combination Company Shares may be volatile and could decline significantly following
the Business Combination.” However, we do not see such a section in the document.
Please advise or revise.
Background of the Business Combination, page 58
30.We note that you generated $253,000,000 in the initial public offering. Please disclose the
number and percentage of shares that have been redeemed since the initial public offering.
The following chronology summarizes the key meeting and events..., page 59
31.Revise to identify all individuals participating in the noted meetings and negotiations
regarding the patent purchase agreement and Business Combination.
32.Please clarify whether there were any discussions prior to the August 18, 2023, conference
call. Also address whether the $21 million purchase price for the contributed assets was
ever negotiated between the parties. Also indicate if any type of initial terms were
discussed and/or proposed before the $21 million purchase price.

 FirstName LastNameEyal Perez
 Comapany NameGenesis Growth Tech Acquisition Corp.
 January 12, 2024 Page 6
 FirstName LastNameEyal Perez
Genesis Growth Tech Acquisition Corp.
January 12, 2024
Page 6
33.Please clarify what part of its IP portfolio MindMaze was considering selling.
34.Please revise to clarify if, and when, MindMaze retained any counsel to negotiate the
Patent Purchase Agreement.
35.Revise to address the discussions in more detail between September 4, 2023 receiving the
initial draft of the Patent Purchase Agreement and the signing of the Patent Purchase
Agreement on September 21, 2023.
36.Discuss the negotiations in more detail from October 18, 2023 until the parties reached an
agreement on the details in the amended/final Patent Purchase Agreement.
37.Revise to indicate when in November 2023 Genesis SPAC engaged KISSPatent to
provide a fairness opinion. We note that KISSPatent delivered its signed fairness opinion
to Genesis SPAC on November 17, 2023. Please revise to indicate what the fairness
opinion stated.
38.Please revise to clarify when the Board of Genesis SPAC meet and approved the purchase
of the final Patent Purchase Agreement. Also revise to indicate when the Genesis SPAC
Board meet to give any input on the negotiation and amendment made to the Patent
Purchase Agreement. Also address when the Board of Genesis SPAC meet and
negotiated/approved the Business Combination transaction with Genesis Sponsor. Discuss
the Board of Genesis SPAC meetings in detail. We specifically note the disclosure of the
"financial analysis conducted by Genesis SPAC management team and reviewed by the
Genesis SPAC Board supported the valuation of the Contributed Assets and
Obligations", "the Genesis SPAC Board considered the opinion delivered by KISSPatent
Europe BV to the Genesis SPAC Board, as of the date of meeting of the Genesis SPAC
Board approving the Agreement", and ""the Genesis SPAC Board, including Genesis
SPAC's independent directors, with their outside counsel, reviewed and considered these
interests...." We also note that the Business Com