Announcement • Dec 02
Environmental Solutions Group Holdings Limited entered into a definitive merger agreement to acquire Genesis Unicorn Capital Corp. (NasdaqGM:GENQ) from Genesis Unicorn Capital, LLC and others for $75 million in a reverse merger transaction. Environmental Solutions Group Holdings Limited entered into a definitive merger agreement to acquire Genesis Unicorn Capital Corp. (NasdaqGM:GENQ) from Genesis Unicorn Capital, LLC and others for $75 million in a reverse merger transaction on November 29, 2022. Pursuant to the terms of the merger agreement, the aggregate consideration to be paid at the closing of the Business Combination to existing shareholders of ESG is $75 million less certain transaction costs, the net cash debt of ESG as of the closing and an estimate of the working capital adjustment. The transaction reflects an estimated pro forma enterprise value for the combined company of approximately $161.25 million. After closing, the combined entity, ESGL Holdings Limited, a Cayman Islands exempted company (“ESGL”), is expected to trade on the Nasdaq under the ticker symbol ESGL. As part of the deal, ESG will retain the experienced management team, led by Chief Executive Officer and Chairman Leng Chuang Quek. The board of directors of the combined company will consist of six directors, of whom one individual will be designated by GENQ and of whom five individuals will be designated by ESG. The Business Combination will require the approval of the shareholders of GENQ and ESG, including a registration statement on Form F-4 (the “Registration Statement”), which Registration Statement will also include a proxy statement of GENQ being filed with and cleared by the U.S. Securities and Exchange Commission (the “SEC”), regulatory approvals, all required filings under any applicable anti-trust laws shall have been made and any applicable waiting period shall have been completed, as of the closing, ESG shall have at least $5,000,001 in net tangible assets, the initial listing application with Nasdaq in connection with the transactions contemplated by the Merger Agreement having been conditionally approved and other customary closing conditions. The transaction has been approved by the boards of directors of each of GENQ and ESG. The transaction is expected to be completed in the second quarter of 2023. ARC Group Limited is acting as sole financial and M&A advisor to ESG. Mark I. Gruhin of Saul Ewing LLP is acting as US legal counsel to ESG. Taylor Wessing and Altum Law Corporation are acting as legal counsel to ESG in international and Singapore law, respectively. MSPC Certified Public Accountants and Advisors, A Professional Corporation, serves as ESG’s auditor. EF Hutton, division of Benchmark Investments, LLC, is acting as capital markets advisor to GENQ. Mitchell Nussbaum of Loeb & Loeb LLP is acting as US legal counsel to GENQ. Marshall & Stevens Transaction Advisory Services LLC is acting as the fairness opinion provider to the board of directors of GENQ. 
