Item 1.01. Entry into a Material Definitive Agreement.

On April 27, 2023, Genesis Unicorn Capital Corp. (the "Company") issued an amended and restated promissory note (the "Note") in the principal amount of up to $4,500,000 to Genesis Unicorn Capital, LLC (the "Sponsor"), pursuant to which the Sponsor shall loan to the Company up to $4,500,000 to pay, among other things, any extension fees and transaction costs associated with any extensions of time needed for the Company to consummate its business combination. The Note amends and restates the Promissory Note, dated as of March 1, 2023 (the "Original Note"). For the purposes of clarity, the Company and the Sponsor hereby agreed that the certain instrument dated as of March 1, 2023 pursuant to which the Sponsor purported to loan up to $2,000,000 to the Company was hereby canceled and deemed void ab initio.

The Note bears no interest and is repayable in full upon the earlier of (a) February 17, 2024 or (b) the date of the consummation of the Company's initial business combination. The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. The foregoing description is qualified in its entirety by reference to the Note, a copy of which is attached as Exhibit 10.1 hereto and are incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

Item 9.01. Financial Statements and Exhibits





Exhibit
No.       Description
10.1        Amended and Restated Promissory Note dated April 27, 2023
104       Cover Page Interactive Data File (embedded within the Inline XBRL
          document)

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