Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
14 February 2024 - 9:23AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
Genesis Unicorn Capital Corp.
(Name
of Issuer)
Common Stock, par value $0.0001
(Title
of Class of Securities)
37187C100
(CUSIP
Number)
December
31, 2023
(Date
of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☒
Rule 13d-1(b)
☐
Rule 13d-1(c)
☐
Rule 13d-1(d)
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a
prior cover page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. 37187C100
| 1. |
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ATW
SPAC MANAGEMENT LLC |
| 2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a)
☐
(b)
☒ |
| 3. |
SEC
USE ONLY
|
| 4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE
VOTING POWER
0 |
| 6. |
SHARED
VOTING POWER
0* |
| 7. |
SOLE
DISPOSITIVE POWER
0 |
| 8. |
SHARED
DISPOSITIVE POWER
0* |
| 9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0* |
| 10. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) ☐
|
| 11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%* |
| 12. |
TYPE
OF REPORTING PERSON (see instructions)
IA,
OO |
CUSIP
No. 37187C100
| 1. |
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Antonio
Ruiz-Gimenez |
| 2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a)
☐
(b)
☒ |
| 3. |
SEC
USE ONLY
|
| 4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Spain |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE
VOTING POWER
0 |
| 6. |
SHARED
VOTING POWER
0* |
| 7. |
SOLE
DISPOSITIVE POWER
0 |
| 8. |
SHARED
DISPOSITIVE POWER
0* |
| 9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0* |
| 10. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) ☐
|
| 11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%* |
| 12. |
TYPE
OF REPORTING PERSON (see instructions)
IN,
HC |
CUSIP
No. 37187C100
| 1. |
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Kerry
Propper |
| 2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a)
☐
(b)
☒ |
| 3. |
SEC
USE ONLY
|
| 4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE
VOTING POWER
0 |
| 6. |
SHARED
VOTING POWER
0* |
| 7. |
SOLE
DISPOSITIVE POWER
0 |
| 8. |
SHARED
DISPOSITIVE POWER
0* |
| 9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0* |
| 10. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) ☐
|
| 11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%* |
| 12. |
TYPE
OF REPORTING PERSON (see instructions)
IN,
HC |
CUSIP
No. 37187C100
Item
1.
| |
(a) |
Name
of Issuer
Genesis Unicorn Capital Corp. (the “Issuer”) |
| |
|
|
| |
(b) |
Address of Issuer’s Principal Executive Offices
281 Witherspoon Street, Suite 120
Princeton, NJ, 08540
|
Item
2.
| |
(a) |
Name
of Person Filing:
ATW
SPAC Management LLC*
Antonio
Ruiz-Gimenez*
Kerry
Propper* |
| |
|
|
| |
(b) |
Address
of the Principal Office or, if none, residence
17
State Street, Suite 2130
New
York, New York 10004 |
| |
|
|
| |
(c) |
Citizenship
ATW
SPAC Management LLC – Delaware
Antonio
Ruiz-Gimenez – Spain
Kerry
Propper – United States |
| |
|
|
| |
(d) |
Title
of Class of Securities
Common
Stock |
| |
|
|
| |
(e) |
CUSIP
Number
37187C100 |
Item
3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
| |
(a)
|
☐ |
Broker
or Dealer Registered Under Section 15 of the Act (15 U.S.C. 78o) |
| |
(b)
|
☐ |
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c) |
| |
(c)
|
☐ |
Insurance
Company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c) |
| |
(d)
|
☐ |
Investment
Company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8) |
| |
(e)
|
☒ |
Investment
Adviser in accordance with § 240.13d-1(b)(1)(ii)(E) |
| |
(f)
|
☐ |
Employee
benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F) |
| |
(g) |
☒ |
Parent
Holding Company or control person in accordance with §240.13d-1(b)(ii)(G) |
| |
(h)
|
☐ |
Savings
Association as defined in §3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813) |
| |
(i)
|
☐ |
Church
plan that is excluded from the definition of an investment company under §3(c)(15) of the Investment Company Act of 1940 (15
U.S.C. 80a-3) |
| |
(j)
|
☐ |
A
non-U.S. institution in accordance with §240.13d-1(b)(ii)(J) |
| |
(k)
|
☐ |
Group,
in accordance with §240.13d-1(b)(ii)(K) (a) [_] |
CUSIP
No. 37187C100
Item
4. Ownership.
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| |
(a) |
Amount
beneficially owned:
ATW
SPAC Management LLC – 0*
Antonio
Ruiz-Gimenez – 0*
Kerry
Propper – 0* |
| |
|
|
| |
(b) |
Percent
of class:
ATW
SPAC Management LLC – 0.0%*
Antonio
Ruiz-Gimenez – 0.0%*
Kerry
Propper – 0.0%* |
| |
|
|
| |
(c) |
Number
of shares as to which the person has: |
| |
(i) |
Sole
power to vote or to direct the vote
ATW
SPAC Management LLC – 0
Antonio
Ruiz-Gimenez – 0
Kerry
Propper – 0 |
| |
|
|
| |
(ii) |
Shared
power to vote or to direct the vote
ATW
SPAC Management LLC – 0*
Antonio
Ruiz-Gimenez – 0*
Kerry
Propper – 0* |
| |
|
|
| |
(iii) |
Sole
power to dispose or to direct the disposition of
ATW
SPAC Management LLC – 0
Antonio
Ruiz-Gimenez – 0
Kerry
Propper – 0 |
| |
|
|
| |
(iv) |
Shared
power to dispose or to direct the disposition of
ATW SPAC Management LLC – 0* Antonio
Ruiz-Gimenez – 0*
Kerry
Propper – 0* |
Instruction.
For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
*
This report shall not be deemed an admission that
any reporting person or any other person is the beneficial owner of the securities reported herein, or on previously filings,
for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. The reporting persons
expressly disclaim beneficial ownership of any security reported herein, or on previous filings, except to the extent
of each such reporting person’s pecuniary interest therein (if any).
CUSIP
No. 37187C100
Item
5. Ownership of Five Percent or Less of a Class.
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following ☒
Instruction.
Dissolution of a group requires a response to this item.
Item
6. Ownership of More than Five Percent on Behalf of Another Person.
N/A
Item
7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
N/A
Item
8. Identification and Classification of Members of the Group.
N/A
Item
9. Notice of Dissolution of Group.
N/A
Item
10. Certification.
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction having that purpose or effect.
CUSIP
No. 37187C100
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Dated:
February 13, 2024
| |
ATW
SPAC Management LLC |
| |
|
|
| |
By: |
/s/
Antonio Ruiz-Gimenez |
| |
|
Antonio
Ruiz-Gimenez, Managing Member |
| |
|
|
| |
Antonio
Ruiz-Gimenez |
| |
|
|
| |
By: |
/s/
Antonio Ruiz-Gimenez |
| |
Individually |
| |
Kerry
Propper |
| |
|
|
| |
By: |
/s/
Kerry Propper |
| |
|
Individually
|
The
original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person,
evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however,
that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and
any title of each person who signs the statement shall be typed or printed beneath his signature.
Note.
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7
for other parties for whom copies are to be sent.
Attention.
Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
Exhibit I
CUSIP
No. 37187C100
JOINT
FILING STATEMENT
PURSUANT
TO RULE 13D-1(K)(1)
The
undersigned hereby consent and agree to the joint filing of Schedule 13G under the Securities Exchange Act of 1934, as amended, with
respect to the shares of Genesis Unicorn Capital Corp. together with any or all amendments thereto, when and if required. The
parties hereto further consent and agree to file this Joint Filing Statement pursuant to Rule13d-1(k)(1)(iii) as an exhibit to Schedule
13G, thereby incorporating the same into such Schedule 13G.
This
Joint Filing Statement may be terminated by any of the undersigned upon written notice or such lesser period of notice as the undersigned
may mutually agree.
Dated:
February 13, 2024
| |
ATW
SPAC Management LLC |
| |
|
|
| |
By: |
/s/
Antonio Ruiz-Gimenez |
| |
|
Antonio
Ruiz-Gimenez, Managing Member |
| |
|
|
| |
Antonio
Ruiz-Gimenez |
| |
|
|
| |
By: |
/s/
Antonio Ruiz-Gimenez |
| |
|
Individually |
| |
|
|
| |
Kerry
Propper |
| |
|
|
| |
By: |
/s/
Kerry Propper |
| |
|
Individually
|
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