{"schema_version":"secwatch.filing_event.v1","accession":"0001493152-23-005090","form_type":"8-K","ticker":null,"cik":"0001853112","company_name":"Genesis Unicorn Capital Corp.","filed_at":"2023-02-15T23:59:59+00:00","discovered_at":"2026-05-14T18:03:47.162912+00:00","generated_at":"2026-06-19T12:00:35.345027+00:00","sec_items":["1.01","5.03","5.07","8.01","9.01"],"event_type":"other_material","sentiment":"negative","materiality_score":0.7,"calibrated_materiality_score":0.7,"confidence":"high","headline":"GUCC shareholders approve 12-month business combination extension; 3.2M shares redeemed","bullets":["Stockholders approved extending the deadline to complete a business combination from Feb 17, 2023 to Feb 17, 2024.","Trust agreement amended to allow one-month extensions for $0.06 per share deposit per month.","Charter amended to reduce mandatory redemption threshold to net tangible assets of at least $5,000,001.","3,177,941 shares were tendered for redemption in connection with the vote."],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-23-005090","json":"https://secwatch.observer/filing/0001493152-23-005090.json","markdown":"https://secwatch.observer/filing/0001493152-23-005090.md","text":"https://secwatch.observer/filing/0001493152-23-005090.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1853112/000149315223005090/0001493152-23-005090-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1853112/000149315223005090/form8-k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-19T12:00:35.345027+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"158bb35f9aa3100ca4c69d6b5d63813e9ff0f031","claim":"Genesis Unicorn Capital Corp.: Amended Section 9.2(a) to replace the redemption limitation with a net tangible asset requirement of at least $5,000,001 (effective 2023-02-14).","evidence_excerpt":"GUCC also amended Section 9.2(a) of GUCC’s Amended and Restated Certificate of Incorporation by deleting the existing Section 9.2(a) and replacing it with the following: “9.2(a) Prior to the consummation of the initial Business Combination, the Corporation shall provide all holders of Offering Shares with the opportunity to have their Offering Shares redeemed upon the consummation of the initial Business Combination or upon the vote of a proposal to amend the Amended and Restated Certificate pursuant to, and subject to the limitations of, Sections 9.2(b) and 9.2(c) (such rights of such holders to have their Offering Shares redeemed pursuant to such Sections, the “ Redemption Rights ”) hereof for cash equal to the applicable redemption price per share determined in accordance with Section 9.2(b) hereof (the “ Redemption Price ”); provided, however, that the Corporation shall not redeem Offering Shares (i) in an amount that would cause the Corporation to have net tangible assets to be le","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1853112/000149315223005090/0001493152-23-005090-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2023-02-14"}],"fact_type":"governance_change"},{"claim_id":"a49647eb76f6ec6246d6a455d2206fa982964171","claim":"Genesis Unicorn Capital Corp.: Extended the Business Combination Period from February 17, 2023 to February 17, 2024 (effective 2023-02-14).","evidence_excerpt":"GUCC filed an amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on February 14, 2023 giving GUCC the right to extend the Business Combination Period from February 17, 2023 to February 17, 2024.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1853112/000149315223005090/0001493152-23-005090-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2023-02-14"}],"fact_type":"governance_change"},{"claim_id":"8a634a422ae15e7df26645116c700767e8cc5a82","claim":"Genesis Unicorn Capital Corp. entered into Trust Amendment with Continental Stock Transfer & Trust Company valued at GUCC has the right to extend the time for GUCC to complete its business combination for a period of (effective 2023-02-14).","evidence_excerpt":"Genesis Unicorn Capital Corp. (“ GUCC ”) entered into an amendment to the Investment Management Trust Agreement, dated as of February 14, 2022, with Continental Stock Transfer & Trust Company, on February 14, 2023 (the “ Trust Amendment ”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1853112/000149315223005090/0001493152-23-005090-index.htm","confidence":0.95,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Counterparty","value":"Continental Stock Transfer & Trust Company"},{"label":"Value","value":"GUCC has the right to extend the time for GUCC to complete its business combination for a period of"},{"label":"Effective","value":"2023-02-14"}],"fact_type":"material_agreement"},{"claim_id":"0e9e22ddd078ecb752342ba310c8d001307a44de","claim":"Genesis Unicorn Capital Corp. shareholders approved Amend GUCC's Amended and Restated Certificate of Incorporation to extend Business Combination Period from February 17, 2023 to February 17, 2024 at the 2023-02-14 meeting.","evidence_excerpt":"approved the proposal to amend GUCC’s Amended and Restated Certificate of Incorporation, giving GUCC the right to extend the Business Combination Period from February 17, 2023 to February 17, 2024. Adoption of this proposal required approval by the affirmative vote of at least a majority of GUCC’s outstanding shares of common stock. The voting results were as follows: FOR AGAINST ABSTAIN 8,572,143 0 0","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1853112/000149315223005090/0001493152-23-005090-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-02-14"}],"fact_type":"shareholder_vote"},{"claim_id":"a13f12fffa31a332f8195674e4d97bfc70e5e03e","claim":"Genesis Unicorn Capital Corp. shareholders approved Amend Investment Management Trust Agreement to extend Business Combination Period and authorize deposit of $0.06 per share for each monthly extension at the 2023-02-14 meeting.","evidence_excerpt":"approved the proposal to amend GUCC’s Investment Management Trust Agreement, dated as of February 14, 2022, by and between GUCC and Continental Stock Transfer & Trust Company, giving GUCC the right to extend the Business Combination Period from February 17, 2023 to February 17, 2024 and to the extent GUCC’s Amended and Restated Certificate of Incorporation is amended to extend the Business Combination Period by depositing into the Trust Account $0.06 for each issued and outstanding share of common stock issued in the GUCC’s initial public offering that has not been redeemed for each such one-month extension. Adoption of the Trust Amendment required approval by the affirmative vote of at least 65% of GUCC’s outstanding common stock. The voting results were as follows: FOR AGAINST ABSTAIN 8,572,143 0 0","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1853112/000149315223005090/0001493152-23-005090-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"merger approval"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-02-14"}],"fact_type":"shareholder_vote"},{"claim_id":"f9386365024b1536bd90eec0c211e4fe6b05c3d0","claim":"Genesis Unicorn Capital Corp. shareholders approved Amend Section 9.2(a) of the Amended and Restated Certificate of Incorporation to remove the $5,000,001 net tangible asset redemption limitation at the 2023-02-14 meeting.","evidence_excerpt":"approved the proposal to amend Section 9.2(a) of GUCC’s Amended and Restated Certificate of Incorporation by deleting the existing Section 9.2(a) and replacing it with the following: “9.2(a) Prior to the consummation of the initial Business Combination, the Corporation shall provide all holders of Offering Shares with the opportunity to have their Offering Shares redeemed upon the consummation of the initial Business Combination or upon the vote of a proposal to amend the Amended and Restated Certificate pursuant to, and subject to the limitations of, Sections 9.2(b) and 9.2(c) (such rights of such holders to have their Offering Shares redeemed pursuant to such Sections, the “Redemption Rights”) hereof for cash equal to the applicable redemption price per share determined in accordance with Section 9.2(b) hereof (the “Redemption Price”); provided, however, that the Corporation shall not redeem Offering Shares (i) in an amount that would cause the Corporation to have net tangible assets","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1853112/000149315223005090/0001493152-23-005090-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-02-14"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}