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    Loeb & Loeb LLP

    345 Park Avenue

    New York, NY 10154

    Main    212.407.4000

Fax      212.407.4990

February 12, 2024

Via EDGAR

Division of Corporation Finance

Office of Real Estate & Construction

U.S. Securities
and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

    Attn:

    Kibum Park

    David Link

    Ameen Hamady

    Jennifer Monick

    Re:
    Genesis Growth Tech Acquisition Corp.

    Preliminary Proxy Statement on Schedule 14A

    Filed December 15, 2023

    File No. 001-41138

Ladies and Gentlemen:

On behalf of Genesis Growth Tech Acquisition Corp. (the
“Company”), we are hereby responding to the letter dated January 12, 2024 (the “Comment
Letter”) from the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”), regarding the Company’s Preliminary Proxy Statement on Schedule 14A Filed December
15, 2023 File No. 001-41138 (the “Proxy Statement”). In response to the Comment Letter and to update
certain information in the Proxy Statement, the Company is filing amendment No.1 to the Proxy Statement (the “Amended
Proxy Statement”) with the Commission today.

For ease of reference, the text of the Staff’s comment is included
in bold-face type below, followed by the Company’s response.

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.

RESPONSE: The Company acknowledges the Staff’s
comment. The Company determined the Contributed Assets to be an asset and not a business under Rule 11-01(d). Set forth below is the Company’s
analysis of the criteria in Rule 11-01(d) in connection with the acquisition of the Contributed Assets.

In addressing the first criteria, “Whether the nature
of the revenue-producing activity of the component will remain generally the same as before the transaction,” the Company submits
that there was no “revenue-producing activity “of the Contributed Assets prior to the transaction as MindMaze had indicated
to Mr. Perez that the Contributed Assets fall outside the scope of company strategy and had not yet been monetized in any way, by either
MindMaze or by Genesis Sponsor.

In addressing the second criteria,
“Whether any of the following attributes remain with the component after the transaction” the Company submits that:

 ● no physical facilities will remain with the Contributed Assets after the transaction,

 ● no employee base will remain with the Contributed Assets after the transaction,

 ● no market distribution system will remain with the Contributed Assets after the transaction

 ● no sales force will remain with the Contributed Assets after the transaction,

 ● no customer base will remain with the Contributed Assets after the transaction,

 ● there are no “operating” rights with respect to the Contributed Assets, although the Company acknowledges that that the
nature of the Contributed Assets gives the owner thereof the right to exclude others from making, using, offering for sale, or selling
the subject of the patent,

 ● no production techniques will remain with the Contributed Assets after the transaction, and

 ● no trade names will remain with the Contributed Assets after the transaction.

 ● 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.

RESPONSE: The Company acknowledges the Staff’s
comment. The Company determined that the Contribution and Business Combination Agreement will be accounted for as an asset acquisition
pursuant to ASC 805 after careful consideration of the following factors, among others:

In accordance with ASC 805-10-55-5C, the Company determined
that substantially all of the fair value of the gross assets acquired is concentrated in a group of similar identifiable assets (i.e.,
a group of intangible assets in this case). As discussed in section 2.1 of the Contribution and Business Combination Agreement, the screen
in this case is representative of the Patent Purchase Agreement (collectively, the “Contributed Assets”), which include a
group of similar identifiable assets:

1.  The MindMaze
IP, including for the avoidance of doubt (i) all goodwill appurtenant thereto; and (ii) all of Sponsor’s right, title and interest
in and to any and all causes of action and rights of recovery for past infringement or misappropriation of the MindMaze IP; and

2. The rights
under all other Contracts that relate to the MindMaze IP

Furthermore, in accordance with ASC 805-10-55-5C, the Company
considered and determined that the group of intangible assets identified above have significantly similar risks and characteristics.

 ● 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.

RESPONSE: The Company respectfully refers
the Staff to the analysis above and advises the Staff that since the Company concludes that the Contributed Assets are not a “business”
under Rule 11-01(d) of Regulation S-X then no pro forma financial information is required under Article 11 of Regulation S-X for the
acquisition of the Contributed Assets.

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2. Please disclose the sponsor and its affiliates’ total potential ownership interest in the combined company, assuming exercise
and conversion of all securities.

RESPONSE: The Company has
added the requested disclosure to page 25 of the Amended Proxy Statement.

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.

RESPONSE: The requested
disclosure has been added to pages 17 and 18 of the Amended Proxy Statement.

4. Please include a copy of the amended and restatement memorandum and articles of association of Genesis SPAC attached as Annex C.

RESPONSE: A copy of the
amended and restatement memorandum and articles of association of Genesis SPAC is attached as Annex C to the Amended Proxy Statement.

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.

RESPONSE: The full text
of the fairness opinion and the Valuation Report has been included as Annex D to the Amended Proxy Statement

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.

RESPONSE: The Company has
added the requested disclosure to page 63 of the Amended Proxy Statement.

7. Please revise your proxy statement to fill in all known information in the relevant blanks.

RESPONSE: The Company has
revised the 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.

RESPONSE: The Company has
added a Q&A responsive to this comment at page 13 of the Amended Proxy Statement.

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.

RESPONSE:
The Company respectfully advises the Staff that the Mr. Eyal Perez owns 100% of Genesis Sponsor and Genesis Sponsor owns 100% of the Contributed
Assets. In addition, Genesis Sponsor owns 91.3% of Genesis SPAC. The Company has disclosed the approximate dollar value of the sponsor’s
interest based on the transaction value determined on pages 27, 70 and 83 of the Amended Proxy Statement.

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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.

RESPONSE: The Company acknowledges
the Staff’s comment and advises the Staff that the sponsor will not receive additional securities pursuant to an anti-dilution adjustment
based on the company obtaining additional financing activities.

Cover page

11. Please disclose the current balance of the Trust Account here and elsewhere in the document.

RESPONSE: The Company has
revised the proxy statement to disclose the current balance of the Trust Account on the cover page and throughout the document.

12. Please expand your disclosure to state that a copy of the Patent Purchase Agreement is attached as Annex B.

RESPONSE: The requested
disclosure has been added on the cover page of the Amended Proxy Statement.

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
against, the Business Combination Proposal.

RESPONSE: The requested
disclosure has been added on the cover page of the Amended Proxy Statement, to be consistent with the existing disclosure on page 16 of
the proxy statement.

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.

RESPONSE:
The requested disclosure has been added to the cover page and to the Q&A section of the Amended Proxy Statement.

15. Please disclose that the Post-Combination Company will be engaged in the business of commercializing the Contributed Assets.

RESPONSE:
The requested disclosure has been added on the cover page and to the Q&A section of the Amended Proxy Statement.

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.

RESPONSE:
The requested disclosure has been added to the Letter to Shareholders and to the Q&A section of the Amended Proxy Statement.

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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.

RESPONSE: The Company has
revised the disclosure beginning on page 12 of the Amended Proxy Statement in response to the Staff’s comment.

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).

RESPONSE: The Company has added
the relevant disclosure on page 15 of the Amended Proxy Statement.

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.

RESPONSE: The Company has
added the requested disclosure on pages 27, 70 and 83 of the Amended Proxy Statement.

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 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.

RESPONSE: The Company has
added the requested disclosure on the cover page and on pages 4, 9, 11, 22, 62 and 73 of the Amended Proxy Statement.

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.

RESPONSE: The Company has
added the requested clarifying disclosure beginning on page 23 of the Amended Proxy Statement.

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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.”

RESPONSE: The Company has
added clarifying language on page 64 of the Amended Proxy Statement and a cross-reference to the section indicated.

Interests o