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March 14, 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 February 13, 2024
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 on February 13, 2024
General
1.We note your response to our comment 1. Please tell us your consideration of Rule 11-
01(a)(8) of Regulation S-X which requires the presentation of pro forma financial
information when the consummation of other transactions has occurred or is probable for
which disclosure of pro forma financial information would be material to investors. Your
response and/or revisions to your filing should address, but not necessarily be limited to,
the Contribution and Business Combination Agreement, Patent Purchase Agreement, and
the Warrant Exchange Agreement.
2.We note your response to prior comment 2. While we note that as of the date hereof,
Genesis Sponsor owns 91.3% of the issued and outstanding Genesis SPAC Ordinary
Shares, please disclose Genesis Sponsor and its affiliates’ total potential ownership
interest in the combined company, assuming exercise and conversion of all securities.
3.We note your response to prior comment 10. Please revise your proxy statement to state
that the sponsor will not receive additional securities pursuant to an anti-dilution

 FirstName LastNameEyal Perez
 Comapany NameGenesis Growth Tech Acquisition Corp.
 March 14, 2024 Page 2
 FirstName LastNameEyal Perez
Genesis Growth Tech Acquisition Corp.
March 14, 2024
Page 2
adjustment based on the company obtaining additional financing activities.
Summary
Interests of Genesis Sponsor and Genesis SPAC's Directors and Officers, page 25
4.We note your response to prior comment 24. We further note your revised disclosure on
pages 26 that the market values of the Founder Shares and Private Placement Warrants are
$75.3 million and $355,000, respectively, based on the closing prices on the OTC as of
February 9, 2024. In this regard, please revise the "$11.43 million at risk" figure on pages
27, 70 and 83.
We will require additional capital after the closing of the Business Combination..., page 32
5.We note that you will be required to obtain financing after the closing of the Business
Combination. Please disclose the types of financing that will be obtained and their impacts
to the public shareholders. For example, disclose the potential dilution effect on the public
shareholders from raising additional capital.
The Business Combination
Fairness Opinion, page 68
6.Please describe the qualifications of KISSPatent. Refer to Item 14(b)(6) of Schedule 14A
and Item 1015(b)(2) of Regulation M-A.
7.Please revise to describe the method of selection of KISSPatent. Refer to Item 14(b)(6) of
Schedule 14A and Item 1015(b)(3) of Regulation M-A.
8.Please revise to describe any material relationship that existed during the past two years or
is mutually understood to be contemplated and any compensation received or to be
received as a result of the relationship between KISSPatent and GenesisSPAC. In this
regard, we note your disclosure on page 65 that on November 17, 2023, KISSPatent
delivered its signed fairness opinion to Genesis SPAC. Refer to Item 14(b)(6) of Schedule
14A and Item 1015(b)(4) of Regulation M-A.
Information about Genesis Sponsor and the Contributed Assets and Obligations
Genesis Sponsor, page 93
9.We note your response to prior comment 9. Please disclose that Mr. Eyal Perez owns
100% of Genesis Sponsor and that Genesis Sponsor owns 100% of the Contributed
Assets.
Annex D - Opinion of KISSPatent Europe BV, page D-13
10.Please advise us how the free cash flow figures were calculated. We also note the
statement in the KISSPatent IP Valuation Report that the complete numbers and
calculations are shown in the accompanying excel sheets, however such excel sheets do
not appeared to be included.  Please advise us as appropriate.

 FirstName LastNameEyal Perez
 Comapany NameGenesis Growth Tech Acquisition Corp.
 March 14, 2024 Page 3
 FirstName LastName
Eyal Perez
Genesis Growth Tech Acquisition Corp.
March 14, 2024
Page 3
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Ameen Hamady at 202-551-3891 or Jennifer Monick at 202-551-3295 if
you have questions regarding comments on the financial statements and related matters. Please
contact Kibum Park at 202-551-6836 or David Link at 202-551-3356 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Andrei Sirabionian, Esq.