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April 11, 2024
Eyal Perez
Chairman of the Board
Genesis Growth Tech Acquisition Corp.
Bahnhofstrasse 3
Hergiswil Nidwalden, Switzerland
Re:Genesis Growth Tech Acquisition Corp.
Amendment No. 2 to Preliminary Proxy Statement on Schedule 14A
Filed March 21, 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.
Amendment No. 2 to Preliminary Proxy Statement on Schedule 14A
General
1.We note your response to prior comment 2. Please remove or revise your disclosure
stating that Genesis Sponsor and its affiliates' total potential ownership interest in the
combined company would be $2,732,707,500. While we note that you have used the
closing price of Genesis SPAC's ordinary shares on the OTC, which was $12 as of March
18, 2024, in your calculation, such a price may not reflect the significant dilutive effect
from the warrant exchange transaction with Genesis Sponsor. Specifically, we note
that pursuant to the warrant exchange, 8,875,000 private placement warrants will be
cancelled in full and, in consideration therefor, 221,875,000 Class A ordinary shares will
be issued to Genesis Sponsor.
2.We note your response to prior comment 4. Please revise your statement about $11.43
million "at risk" to explain that "Gensis Sponsor and its affiliates have spent
approximately $11.43 million to date with respect to Genesis SPAC" as you did in your
correspondence.

 FirstName LastNameEyal Perez
 Comapany NameGenesis Growth Tech Acquisition Corp.
 April 11, 2024 Page 2
 FirstName LastName
Eyal Perez
Genesis Growth Tech Acquisition Corp.
April 11, 2024
Page 2
Summary
Anticipated Accounting Treatment, page 28
3.We note your response to prior comment 1 and your revision to your filing to disclose that
the Contributed Assets will be assigned a value of $0. Please further revise your filing to
expand your disclosure to narratively describe the pro forma effects of all elements of the
Contribution and Business Combination Agreement, including but not limited to, the $21
million obligation to pay MindMaze and its impact on your financial statements. In
addition, please expand your disclosure to narratively describe the pro forma effects of the
Warrant Exchange Agreement. Your enhanced disclosure should include, but not be
limited to, the dilutive impact resulting from the issuance of 221,875,000 Class A ordinary
shares to Genesis Sponsor. Reference is made to Rule 11-02 of Regulation S-X.
            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.