Genesis Unicorn Capital Corp. (GENQ) Adds FPA to ESGL Deal
by Nicholas Alan Clayton on 2023-07-27 at 10:23am

Genesis Unicorn (NASDAQ:GENQ) announced in an 8-K this morning that it has added a forward purchase agreement (FPA) to its combination with sustainable energy firm ESGL Holding.

Vellar Opportunities Fund has agreed to purchase up to 4,400,000 shares from third parties and brokers through the arrangement, which is to take the form of a OTC equity prepaid forward transaction.

Should Vellar make purchases close to the maximum, this would make up for the bulk of the 5,377,344 of shares redeemed at yesterday’s vote to complete the transaction. Had those redemptions stood, Genesis Unicorn would have finished with about 99.2% of shares redeemed and left it with only about $747,000 in its trust.

Genesis Unicorn shareholders nonetheless approved the transaction and the combined company expected to soon trade on the Nasdaq under the ticker “ESGL”.

Under the FPA, Vellar will be paid the redemption rate for each share it purchases and it will then will pay the combined company back the equivalent of the shares’ closing price on the valuation date 30 days after the closing’s two-year anniversary.

Should Vellar end the agreement earlier than this date, it must pay the combined company the equivalent of the shares at their average daily VWAP plus $2 per share as a settlement adjustment fee.

ESGL Holdings may also request that Vellar provide it with $2 million in cash at some point between the two-year anniversary and 30 days after the deal’s close. To provide this, Vellar may sell shares from this agreement on the open market and remit no payment to ESGL until these sales add up to $2 million in proceeds.

Genesis Unicorn Capital Corp. inked its $161 million deal with ESGL in November 2022. ESG Limited is a circular economy solutions pioneer in Singapore. ESG restores and regenerates industrial waste into sustainable circular products, in partnership with companies to achieve their sustainability goals.

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