Statement of Changes in Beneficial Ownership (4)

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Genesis Unicorn Capital, LLC	2. Issuer Name and Ticker or Trading Symbol Genesis Unicorn Capital Corp. [ GENQ ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    __X__ 10% Owner _____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle) 281 WITHERSPOON STREET, SUITE 120	3. Date of Earliest Transaction (MM/DD/YYYY) 2/17/2022
(Street) PRINCETON,, NJ 08540 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock, par value $0.0001	2/17/2022		J		377331 (1)	A	$10.00	2330581	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants to purchase Class A Common Stock	$11.50	2/17/2022		P		377331		(2)	(3)	Class A Common Shares	377331	(1)	377331	D

Explanation of Responses:
(1)	The reporting person acquired 377,331 units of Genesis Unicorn Capital Corp. ("Issuer") in a private placement purchase transaction at a price of $10 per unit. The private placement purchase transaction was completed simultaneously with the closing of initial public offering. Each unit consisted of one share of Class A Common Stock of the Issuer and one redeemable warrant to purchase one share of Class A Common Stock at a price of $11.50 per share.
(2)	The warrants become exercisable on the later of (i) 30 days after the completion of the Issuer's initial business combination and (ii) 12 months from the closing of the Issuer's initial public offering.
(3)	The warrants expire five (5) years after the completion of the Issuer's initial business combination or earlier upon redemption by the Issuer or liquidation of the Issuer, as described in the Issuer's prospectus filed with the SEC on Form S-1 (File No. 333-257623).

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Genesis Unicorn Capital, LLC 281 WITHERSPOON STREET SUITE 120 PRINCETON,, NJ 08540		X

Signatures
Genesis Unicorn Capital, LLC By: /s/ Samuel Lui		3/4/2022
**Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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