Item 1.01. Entry Into a Material Definitive Agreement





The Merger Agreement

On November 29, 2022, Genesis Unicorn Capital Corp., a Delaware corporation ("Genesis" or "Parent"), entered into an agreement and plan of merger (the "Merger Agreement") with ESGL Holdings Limited, a Cayman Islands exempted company and wholly owned subsidiary of the Parent ("Purchaser"), ESGH Merger Sub Corp., a Cayman Islands exempted company and wholly owned subsidiary of Purchaser ("Merger Sub"), Environmental Solutions Group Holdings Limited, a Cayman Islands exempted company (the "Company" or "ESGL"), and Quek Leng Chuang, solely in his capacity as the shareholder representative, agent and attorney-in-fact of the shareholders (the "Shareholder Representative"). Upon the closing of the transactions contemplated by the Merger Agreement, (a) Genesis will be merged with and into Purchaser (the "Redomestication Merger"), with Purchaser surviving the Redomestication Merger, and (b) Merger Sub will be merged with and into the Company (the "Acquisition Merger"), with the Company surviving the Acquisition Merger as a direct wholly owned subsidiary of Purchaser (collectively, the "Merger" or the "Business Combination"). Following the Business Combination, Purchaser will be a publicly traded company listed on a stock exchange in the United States.





Consideration

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 the Company is $75,000,000 less certain transaction costs, the net cash debt of ESGL as of the closing and an estimate of the working capital adjustment described below (the "Merger Consideration"), which will be paid in newly issued ordinary shares of the Purchaser at a deemed price of $10.00 per share. The Merger Consideration otherwise payable at the closing of the Business Combination to Company shareholders shall be reduced by 375,000 ordinary shares of the Purchaser (the "Holdback Amount"). Within 90 days following the closing of the Business Combination, the Shareholder Representative and the representative of Purchaser shall receive a closing statement from the Purchaser setting forth the amount of working capital of the Purchaser, subject to the parties' confirmation. Following the final determination of the working capital amount at closing compared to the target working capital amount of $3,500,000, the Merger Consideration shall be adjusted accordingly based on the working capital adjustment provisions contained in the Merger Agreement, with each Company shareholder receiving its pro rata share of the Holdback Amount, if any.





The Closing

The parties have agreed that the closing of the Business Combination shall occur no later than June 30, 2023 (the "Outside Date"). The Outside Date may be extended upon the written agreement of the parties.

Representations and Warranties

In the Merger Agreement, the Company and its subsidiaries make certain representations and warranties (with certain exceptions set forth in the disclosure schedule to the Merger Agreement) relating to, among other things: (a) proper corporate existence and power of the Company and its subsidiaries and similar corporate matters; (b) authorization, execution, delivery and enforceability of the Merger Agreement and other transaction documents; (c) no need for governmental authorization for the execution, delivery or performance of the Merger Agreement and additional agreements thereto (the "Additional Agreements"); (d) absence of conflicts; (e) capital structure; (f) accuracy of the list of each subsidiary of the Company; (g) accuracy of corporate records of the Company and its subsidiaries ; (g) accuracy of the list of all assumed or "doing business as" names used by the Company and its subsidiaries ; (h) required consents and approvals; (i) financial information; (j) books and records and internal accounting controls; (k) absence of certain changes or events; (l) title to assets and properties; (m) litigation threatened against or affecting the Company and its subsidiaries ; (n) material contracts; (o) material licenses and permits; (p) compliance with laws; (q) intellectual property; (r) customers and suppliers; (s) accounts receivable and payable and loans; (t) employee benefits; (u) employee and labor matters; (v) withholding of obligations of the Company and its subsidiaries applicable to its employees; (w) real property; (x) tax matters; (y) environmental laws; (z) finders fees; (aa) powers of attorney and suretyships; (bb) directors and officers; (cc) international trade matters and anti-bribery compliance; (dd) that the Company is not an investment company; (ee) insurance; (ff) affiliate transactions; and (gg) no trading or short position.





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In the Merger Agreement, Parent, Purchaser and Merger Sub (collectively with Parent and Purchaser, the "Parent Parties") make certain representations and warranties relating to, among other things: (a) proper corporate existence and power; (b) authorization, execution, delivery and enforceability of the Merger Agreement and other transaction documents; (c) no need for governmental authorization for the execution, delivery or performance of the Merger Agreement and Additional Agreements; (d) absence of conflicts; (e) finders fees; (f) issuance of merger consideration shares; (g) capital structure; (h) information supplied; (i) minimum trust fund amount; (j) validity of Nasdaq Stock Market listing; (k) that Parent is a publicly-held company subject to reporting obligations; (l) board approval; (m) SEC filing requirements and financial statements; (n) litigation threatened against or affecting the Parent Group; (o) compliance with money laundering laws; (p) OFAC-related representations and warranties; (q) that Parent is not an investment company; and (r) tax matters.

Conduct Prior to Closing; Covenants Pending Closing

Each of ESGL and Parent has agreed to, and cause its subsidiaries to, operate its respective business in the ordinary course, consistent with past practice, prior to the closing of the transactions (with certain exceptions) and not to take certain specified actions without the prior written consent of the other party.

The Merger Agreement also contains customary closing covenants.





General Conditions to Closing

Consummation of the Merger Agreement and the Business Combination is conditioned on, among other things, (a) no provisions of any applicable law and no order prohibiting or preventing the consummation of the closing; (b) there not being any action brought by a United States or non-United States government entity, body or authority to enjoin or otherwise restrict the consummation of the closing; (c) all consents, approvals and filings with and notices to any United States or non-United States government entity, body or authority required to consummate the transactions contemplated by the Merger Agreement shall have been made or obtained; (d) the Merger Agreement, each of the Additional Agreements and the transactions contemplated thereby, having been duly authorized and approved by the shareholders of the Company; (e) the Merger Agreement, each of the Additional Agreements and the transactions contemplated thereby, having been duly authorized and approved by the shareholders of Purchaser; (f) all required filings under any applicable anti-trust laws shall have been made and any applicable waiting period shall have been completed; (g) as of the closing, the Purchaser shall have at least $5,000,001 in net tangible assets; (h) the initial listing application with Nasdaq in connection with the transactions contemplated by the Merger Agreement having been conditionally approved, the Company having satisfied any applicable initial and continuing listing requirements of Nasdaq, the Company having not received any notice of noncompliance therewith, and the shares issued as Merger Consideration having been approved for listing on Nasdaq; (i) the SEC having declared the Registration Statement effective, and no stop order suspending the effectiveness of the Registration Statement or any part thereof having been issued; and (j) the Redomestication Merger having been consummated and the applicable certificates having been filed in the appropriate jurisdictions.

Parent Parties' Conditions to Closing

The obligations of the Parent Parties to consummate the transactions contemplated by the Merger Agreement, in addition to the conditions described above in the first paragraph of this section, are, subject to waiver by the Parent Parties, conditioned upon each of the following, among other things: (a) the Company and its subsidiaries having complied with all of the obligations under the Merger Agreement in all material respects; (b) the representations and warranties of the Company and its subsidiaries being true on and as of the date of the Merger Agreement and closing date of the transactions in all material respects; (c) there having been no material adverse effect to the Company and its subsidiaries; (d) the Company having delivered an officer's certificate as to the accuracy of (a)-(c) of this paragraph; (e) the Company having delivered a secretary's certificate attaching true, correct and complete copies of (i) the organizational documents of the Company, (ii) copies of resolutions duly adopted by the board of directors of the Company authorizing the Merger Agreement, each of the Additional Agreements and the transactions contemplated thereby, and confirmation of the same having been duly authorized and approved by the shareholders of the Company; and (iii) a recent certificate of good standing of . . .

Item 7.01. Regulation FD Disclosure

On November 30, 2022, Genesis and ESGL issued a press release announcing the execution of the Merger Agreement. Attached hereto as Exhibit 99.1 and incorporated into this Item 7.01 by reference is the copy of the press release.

The information in this Item 7.01 (including Exhibit 99.1) is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Exchange Act , or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01. Financial Statements and Exhibits





Exhibit
No.       Description
2.1*        Merger Agreement dated November 29, 2022 by and between Genesis, ESGL
          Holdings Limited, ESGH Merger Sub Corp., Environmental Solutions Group
          Holdings Limited and the Shareholder Representative.
10.1        Form of Lock-Up Agreement dated November 29, 2022.
10.2        Shareholder Support Agreement dated November 29, 2022 by and among
          Genesis and certain holders of Company ordinary shares.
10.3        Sponsor Support Agreement dated November 29, 2022 by and among Genesis
          and certain holders of Genesis common stock.
10.4        Form of Registration Rights Agreement.
99.1        Press Release dated November 30, 2022.
104       Cover Page Interactive Data File (Embedded within the Inline XBRL
          document and included in Exhibit)

* Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of

Regulation S-K. The registrant hereby undertakes to furnish copies of any of

the omitted schedules and exhibits upon request by the U.S. Securities and

Exchange Commission.




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