Biolog-id S.A.S signed a memorandum of understanding to acquire Genesis Growth Tech Acquisition Corp. (NasdaqGM:GGAA) from Genesis Growth Tech LLC and others for approximately $310 million in a reverse merger transaction on August 22, 2022. Biolog-id S.A.S has executed the business combination agreement to acquire Genesis Growth Tech Acquisition Corp. from Genesis Growth Tech LLC and others, in a reverse merger transaction on August 26, 2022. GGAA shareholders will receive such Biolog-id ordinary shares in the form of American depositary shares following the valid deposit of such Biolog-id ordinary shares with a depositary bank with which Biolog-id will establish a sponsored American depositary receipt facility. Immediately prior to the Effective Time, Biolog-id will effect a share split to cause the value of each Biolog-id ordinary share immediately prior to the Effective Time to equal $10 per share. The consideration to be issued to the GGAA shareholders will be adjusted if the Share Split is not affected. Pursuant to transactions, GGAA will merge with and into Biolog-id, with Biolog-id continuing as the surviving entity upon the closing of the transactions. The combined company will continue to operate under the name “Biolog-id”, and its ADSs are expected to be listed on Nasdaq under the new ticker symbol “BGID”. At the Effective Time, GGAA's existing shareholders (including Genesis Growth Tech LLC) will be entitled to receive, in exchange for their GGAA Shares, ordinary shares of Biolog-id representing approximately 54.2% of the issued and outstanding combined company ordinary shares (by virtue of receiving such shares in the form of ADSs) with Biolog-id's existing shareholders owning Biolog ordinary shares representing approximately 45.8% of such outstanding combined company ordinary shares. The parties have agreed to initiate a consultation with the social and economic committee (comité social et économique) of Biolog-id (the “Works Council”) concerning the Merger. Biolog-Id agreed to compensate GGAA with a termination fee of up to a maximum amount of $2 million in connection with the transaction.

The board of directors of each of GGAA and of Biolog-id have unanimously approved the MoU. The obligation of GGAA and Biolog-id to consummate the Business Combination is subject to the fulfillment or waiver of certain closing conditions which includes regulatory approval, the Registration Statement/Proxy Statement having been declared effective, approval of the Merger and certain related matters by Biolog-id's shareholders and warrant holder, the French Foreign Investment Clearance etc. The transaction has been approved by the shareholders of the Genesis Growth Tech on February 22, 2023. As of February 22, 2023, the Genesis shareholders approved the proposal to amend its Amended and Restated Memorandum and Articles of Association, to extend the date by which GGAA has to consummate a business combination from March 13, 2023 to September 13, 2023. The transaction is expected to close in the first quarter of 2023.

Noah Kornblith of O'Melveny & Myers LLP, Matthew Stocker and Alex Davies of Conyers Dill & Pearman LLP acted as legal advisor to GGAA. Jeffrey P. Schultz, Ran Zioni, Stephen Osborn of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C and Renaud Ferry of Charles Russell Speechlys, Carey Olsen and Linklaters LLP (France) acted as legal advisors to Biolog-id. Olivier Picquerey, Julien Roux, Olivier Thebault, Alexandre Ancel, Anne-Caroline Payelle and Alexandre Rudoni of Allen & Overy LLP acted as legal advisor to Genesis Growth Tech Acquisition Corp. Deborah Kocher of RSM France acted as the legal advisor to Biolog-id.

Biolog-id S.A.S cancelled the acquisition of Genesis Growth Tech Acquisition Corp. (NasdaqGM:GGAA) from Genesis Growth Tech LLC and others in a reverse merger transaction on March 6, 2023. Both parties agreed to terminate the business combination agreement by mutual consent.