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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Information Required in Proxy Statement
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the
Registrant ☐
Filed by a Party other than the Registrant ☐
Check the appropriate box:
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Global Technology Acquisition Corp. I
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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Global Technology Acquisition Corp. I
19 W 24th Street
10th
Floor
New York, New York 10010
PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING
OF
GLOBAL TECHNOLOGY
ACQUISITION CORP. I
Dear Shareholders of Global Technology Acquisition Corp. I:
You are cordially invited to attend the Extraordinary General Meeting (the Extraordinary General Meeting) of Global Technology
Acquisition Corp. I, a Cayman Islands exempted company (the Company, GTAC, we, us or our), to be held on April 14, 2023, at 9:00 a.m., Eastern Time, at the offices of Latham &
Watkins LLP, located at 1271 6th Ave, New York, New York 10020, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned, or to attend virtually via the Internet. You will be able to attend
the Extraordinary General Meeting online, vote, and submit your questions during the Extraordinary General Meeting by visiting https://www.cstproxy.com/gtac/2023. While shareholders are encouraged to attend the meeting virtually, you will be
permitted to attend the Extraordinary General Meeting in person at the offices of Latham & Watkins LLP. The accompanying proxy statement is dated March 24, 2023, and is first being mailed to shareholders of the Company on or about March 27,
2023.
Even if you are planning on attending the Extraordinary General Meeting online, please promptly submit your proxy vote by
completing, dating, signing and returning the enclosed proxy, so that your shares will be represented at the Extraordinary General Meeting. It is strongly recommended that you complete and return your proxy card before the Extraordinary General
Meeting date to ensure that your shares will be represented at the Extraordinary General Meeting. Instructions on how to vote your shares are on the proxy materials you received for the Extraordinary General Meeting.
The Extraordinary General Meeting is being held to consider and vote upon the following proposals:
(a) Proposal No. 1 The Extension Proposal a proposal, by special resolution, to amend and restate the Companys Amended
and Restated Memorandum and Articles of Association (the Charter) pursuant to an amended and restated Charter in the form set forth in Annex A of the accompanying proxy statement to extend the date by which the Company must
(1) consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination (an initial business combination), (2) cease its operations except for the purpose of winding up if it fails
to complete such initial business combination, and (3) redeem all of the Class A ordinary shares, par value $0.0001 per share, of the Company (Class A Ordinary Shares or public shares), included as part of the
units sold in the Companys initial public offering that was consummated on October 25, 2021 (the IPO), from April 25, 2023 to April 25, 2024 (the Extended Date) or to October 25, 2024 (the
Additional Extension Date) at the election of the Company in two separate three-month extensions subject to satisfaction of certain conditions, including the deposit of up to $2,000,000 ($0.10 per unit in each case) for each three-month
extension, into the trust account established in connection with the IPO (the Trust Account) (the Extension and such proposal, the Extension Proposal); and
(b) Proposal No. 2 The Adjournment Proposal a proposal, by ordinary resolution, to approve the adjournment of the
Extraordinary General Meeting to a later date or dates, if necessary or convenient, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension
Proposal (the Adjournment Proposal), which will only be presented at the Extraordinary General Meeting if, based on the tabulated votes, there are not sufficient votes at the time of the Extraordinary General Meeting to approve the
Extension Proposal, in which case the Adjournment Proposal will be the only proposal presented at the Extraordinary General Meeting.
Each
of the Extension Proposal and the Adjournment Proposal is more fully described in the accompanying proxy statement, which you are encouraged to read carefully.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE EXTENSION
PROPOSAL AND, IF PRESENTED, THE ADJOURNMENT PROPOSAL.
The sole purpose of the Extension Proposal is to provide the Company with
sufficient time to complete an initial business combination.
The Charter provides that the Company has 18 months from the consummation of
the IPO (such date being April 25, 2023), or up to 24 months (such date being October 25, 2023) from the consummation of the IPO at the Companys election, in two separate three-month extensions from April 25, 2023 subject to
satisfaction of certain conditions, including the deposit of up to $2,000,000 ($0.10 per unit in each case) for each three-month extension into the Trust Account, within which to complete an initial business combination. While the Company is
currently in discussions regarding various business combination opportunities, the Companys board of directors (the Board) has determined that there may not be sufficient time before April 25, 2023 to complete an initial
business combination. Therefore, the Board has determined that it is in the best interests of the Company to extend the date by which the Company has to complete an initial business combination.
In connection with the Extension, public shareholders may elect to redeem their shares for a
per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company, divided by the number of
then-issued
and outstanding Class A Ordinary Shares, regardless of how such public shareholders vote on the Extension Proposal or if they vote at all. If the Extension is approved by the requisite vote of
shareholders, the remaining shareholders will retain their right to redeem their Class A Ordinary Shares upon consummation of the Companys initial business combination when it is submitted to a vote of the shareholders, subject to any
limitations set forth in the Charter, as amended. In addition, public shareholders will be entitled to have their shares redeemed for cash if the Company has not completed an initial business combination by the Extended Date or the Additional
Extension Date, as applicable.
Based upon the amount held in the Trust Account as of December 31, 2022, which was $206,946,000, and
estimated interest income and taxes
post-December
31, 2022, the Company estimates that the
per-share
price at which public shares may be redeemed from cash held in the
Trust Account will be approximately $10.35 at the time of the Extraordinary General Meeting. The closing price of a Class A Ordinary Share on March 10, 2023, was $10.43. The Company cannot assure shareholders that they will be able to sell
their Class A Ordinary Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares.
Pursuant to the Charter, a public shareholder may request that the Company redeem all or a portion of such public shareholders
public shares for cash if the Extension Proposal is approved. You will be entitled to receive cash for any public shares to be redeemed only if you:
(1) (a) hold public shares or (b) hold public shares as part of units and elect to separate such units into the underlying public shares
and public warrants prior to exercising your redemption rights with respect to the public shares; and
(2) prior to 5:00 p.m., Eastern
Time, on April 12, 2023 (two business days prior to the vote at the Extraordinary General Meeting), (a) submit a written request to Continental Stock Transfer & Trust Company, the Companys transfer agent, that the Company redeem your
public shares for cash and (b) deliver your public shares to the transfer agent, physically or electronically through The Depository Trust Company.
Holders of units of the Company must elect to separate the underlying public shares and public warrants prior to exercising redemption rights
with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a
holder holds units registered in its, his or her own name, the holder must contact the transfer agent directly and instruct it to do so.
Public shareholders may elect to redeem all or a portion of their public shares even if they vote for the
Extension Proposal
.
If the Extension is not approved and the Company does not consummate an initial business combination by
April 25, 2023 (or by October 25, 2023 at the election of the Company in two separate three-month extensions
subject to satisfaction of certain conditions, including the deposit of up to $2,000,000 ($0.10 per unit in each case) for each three-month extension, into the Trust Account), the Company will
(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the public shares, at a
per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less
taxes payable, and up to $100,000 of interest to pay dissolution expenses), divided by the total number of
then-issued
and outstanding public shares, which redemption will completely extinguish public
shareholders rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders
and the Board, liquidate and dissolve, subject in each case to the Companys obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law. There will be no redemption rights or liquidating
distributions with respect to the Companys warrants, which will expire worthless if the Company fails to complete the Companys initial business combination by April 25, 2023, or by the applicable deadline as may be extended.
Approval of the Extension Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at
least
two-thirds
of the Class A Ordinary Shares and Class B ordinary shares, par value $0.0001 per share, of the Company (Class B Ordinary Shares and, together with the Class A
Ordinary Shares, the Ordinary Shares) who, being present in person (including virtually) or represented by proxy and entitled to vote thereon and who do so in person or by proxy at the Extraordinary General Meeting. Ordinary Shares that
are present virtually during the Extraordinary General Meeting constitute Ordinary Shares represented in person.
The
Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the Ordinary Shares who, being present in person (including virtually) or represented by proxy and entitled to
vote thereon and who do so in person or by proxy at the Extraordinary General Meeting.
The Board has fixed the close of business on
March 7, 2023, as the record date for the Extraordinary General Meeting. Only shareholders of record on March 7, 2023, are entitled to notice of and to vote at the Extraordinary General Meeting or any postponement or adjournment thereof.
Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.
You are
not being asked to vote on an initial business combination at this time. If the Extension is implemented and you do not elect to redeem your public shares in connection with the Extension, you will retain the right to vote on an initial business
combination if and when such transaction is submitted to shareholders and the right to redeem your public shares for cash from the Trust Account in the event a proposed initial business combination is approved and completed or the Company has not
consummated an initial business combination by the Extended Date or the Additional Extension Date, as applicable. If an initial business combination is not consummated by the Extended Date or the Additional Extension Date, as applicable, assuming
the Extension is implemented, and the Company does not obtain an additional extension, the Company will redeem its public shares
.
All
GTAC shareholders are cordially invited to attend the Extraordinary General Meeting via the Internet at https://www.cstproxy.com/gtac/2023. To ensure your representation at the Extraordinary General Meeting, however, you are urged to complete, sign,
date and return your proxy card as soon as possible. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares. You may revoke your proxy card at any time prior to the
Extraordinary General Meeting.
A shareholders failure to vote in person or by proxy will not be counted towards the number of
Ordinary Shares required to validly establish a quorum. Abstentions and broker
non-votes
will be counted in connection with the determination of whether a valid quorum is established but will have no effect on
the outcome of any of the Proposals.
YOUR VOTE IS IMPORTANT. Please sign, date and return your proxy card as soon as possible.
You are requested to carefully read the proxy statement and accompanying Notice of Extraordinary General Meeting for a more complete statement of matters to be considered at the Extraordinary General Meeting.
If you have any questions or need assistance voting your ordinary shares, please contact Morrow Sodali LLC, the Companys proxy
solicitor, by calling (800)
662-5200,
or banks and brokers can call collect at (203)
658-9400,
or by emailing
GTAC.info@investor.morrowsodali.com
.
On behalf of the Companys board of directors, the Company would like to thank you for your support of Global Technology Acquisition
Corp. I.
March 24
, 2023
By Order of the
Board,
/s/ Fabrice Grinda
Fabrice Grinda
Executive Chairman
If you return your proxy card signed and without an indication of how you wish to vote, your shares will be voted FOR each of the
proposals.
TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (1) IF YOU HOLD CLASS A ORDINARY SHARES AS PART OF UNITS, ELECT TO SEPARATE
YOUR UNITS INTO THE UNDERLYING PUBLIC SHARES AND PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (2) SUBMIT A WRITTEN REQUEST TO THE TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT
THE EXTRAORDINARY GENERAL MEETING THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH AND (3) DELIVER YOUR CLASS A ORDINARY SHARES TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANYS DWAC (DEPOSIT WITHDRAWAL
AT CUSTODIAN) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO
WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.
This proxy statement is dated March 24, 2023
and is first being mailed to the Companys shareholders with the form of proxy on or about March 27, 2023.
IMPORTANT
Whether or not you expect to attend the Extraordinary General Meeting, you are respectfully requested by the Companys board of
directors (the Board) to sign, date and return the enclosed proxy promptly, or follow the instructions contained in the proxy card or voting instructions provided by your broker. If you grant a proxy, you may revoke it at any time prior
to the Extraordinary General Meeting.
Global Technology Acquisition Corp. I
19 W 24th Street
10th
Floor
New York, New York 10010
NOTICE OF THE EXTRAORDINARY GENERAL MEETING
TO BE HELD ON APRIL 14, 2023
Dear
Shareholders of Global Technology Acquisition Corp. I:
NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting (the
Extraordinary General Meeting) of shareholders of Global Technology Acquisition Corp. I, a Cayman Islands exempted company (the Company), will be held on April 14, 2023, at 9:00 a.m., Eastern Time, at the offices of
Latham & Watkins LLP, located at 1271 6th Ave, New York, New York 10020, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned, and will be available to attend virtually via the
Internet. You will be able to attend the Extraordinary General Meeting online, vote and submit your questions during the Extraordinary General Meeting by visiting https://www.cstproxy.com/gtac/2023. While shareholders are encouraged to attend the
meeting virtually, you will be permitted to attend the Extraordinary General Meeting in person at the offices of Latham & Watkins LLP. The Extraordinary General Meeting will be held to consider and vote upon the following proposals:
(1)
Proposal No.
1The Extension Proposal
a proposal, by special resolution, to amend and restate the
Companys Amended and Restated Memorandum and Articles of Association (the Charter) pursuant to an amended and restated Charter in the form set forth in Annex A of the accompanying proxy statement to extend the date by which the
Company must (1) consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination (an initial business combination), (2) cease its operations except for the purpose of winding up
if it fails to complete such initial business combination, and (3) redeem all of the Class A ordinary shares, par value $0.0001 per share, of the Company (Class A Ordinary Shares or public shares), included as
part of the units sold in the Companys initial public offering that was consummated on October 25, 2021 (the IPO), from April 25, 2023 to April 25, 2024 (the Extended Date) or to October 25, 2024
(the Additional Extension Date) at the election of the Company in two separate three-month extensions subject to satisfaction of certain conditions, including the deposit of up to $2,000,000 ($0.10 per unit in each case) for each
three-month extension, into the trust account established in connection with the IPO (the Trust Account) (the Extension and such proposal, the Extension Proposal); and
(2)
Proposal No.
2The Adjournment Proposal
a proposal, by ordinary resolution, to approve the adjournment
of the Extraordinary General Meeting to a later date or dates, if necessary or convenient, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the
Extension Proposal (the Adjournment Proposal), which will only be presented at the Extraordinary General Meeting if, based on the tabulated votes, there are not sufficient votes at the time of the Extraordinary General Meeting to approve
the Extension Proposal, in which case the Adjournment Proposal will be the only proposal presented at the Extraordinary General Meeting.
The above matters are more fully described in the accompanying proxy statement.
The Company urges you to read carefully the accompanying
proxy statement in its entirety.
The sole purpose of the Extension Proposal is to provide the Company with sufficient time to
complete an initial business combination.
Approval of the Extension Proposal is a condition to the implementation of the Extension. In
addition, the Company will not proceed with the Extension if the number of redemptions of the Companys public shares causes the Company to have less than $5,000,001 of net tangible assets following approval of the Extension.
Approval of the Extension Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at
least
two-thirds
of the Class A Ordinary Shares and Class B ordinary shares, par value $0.0001 per share, of the Company (Class B Ordinary Shares and together with the Class A
Ordinary Shares, the Ordinary Shares) who, being present in person (including virtually) or by proxy and entitled to vote thereon and who do so in person or by proxy at the Extraordinary General Meeting. Ordinary Shares that are present
virtually during the Extraordinary General Meeting constitute Ordinary Shares represented in person.
Approval of the
Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the Ordinary Shares who, being present in person (including virtually) or represented by proxy and entitled to
vote thereon and who vote at the Extraordinary General Meeting.
In connection with the Extension, public shareholders may elect to redeem
their shares for a
per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously
released to the Company to pay its taxes, divided by the number of
then-issued
and outstanding Class A Ordinary Shares, regardless of how such public shareholders vote on the Extension Proposal, or if
they vote at all. If the Extension is approved by the requisite vote of shareholders, the remaining shareholders will retain their right to redeem their Class A Ordinary Shares upon consummation of the Companys initial business
combination when it is submitted to a vote of the shareholders, subject to any limitations set forth in the Charter. In addition, public shareholders will be entitled to have their shares redeemed for cash if the Company has not completed an initial
business combination by the Extended Date or the Additional Extension Date, as applicable.
Pursuant to the Charter, a public shareholder
may request that the Company redeem all or a portion of such public shareholders public shares for cash if the Extension is approved. You will be entitled to receive cash for any public shares to be redeemed only if you:
(1) (a) hold public shares or (b) hold public shares as part of units and elect to separate such units into the underlying public shares
and public warrants prior to exercising your redemption rights with respect to the public shares; and
(2) prior to 5:00 p.m., Eastern
Time, on April 12, 2023 (two business days prior to the vote at the Extraordinary General Meeting), (a) submit a written request to Continental Stock Transfer & Trust Company, the Companys transfer agent, that the Company redeem your
public shares for cash and (b) deliver your public shares to the transfer agent, physically or electronically through The Depository Trust Company.
Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to
the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds
units registered in its, his or her own name, the holder must contact the transfer agent directly and instruct it to do so.
Public shareholders may elect to redeem all or a portion of their public shares even if they vote for the Extension
Proposal
.
If the Extension is not approved and the Company does not consummate an initial business combination by April 25, 2023
(or by October 25, 2023 at the election of the Company in two separate three-month extensions subject to satisfaction of certain conditions, including the deposit of up to $2,000,000 ($0.10 per unit in each case) for each three-month extension,
into the Trust Account), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor,
redeem 100% of the public shares, at a
per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on
the funds held in the Trust Account and not previously released to the Company (less taxes payable, and up to $100,000 of interest to pay dissolution expenses), divided by the total number of
then-issued
and outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidating distributions, if any), and
(iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Board, liquidate and dissolve, subject in each case to the Companys obligations under Cayman Islands law to
provide for claims of creditors and other requirements of applicable law.
The Companys sponsor is Global Technology Acquisition I
Sponsor LP, a Cayman Island exempted limited partnership (the Sponsor). The Sponsor and the Companys directors and officers have agreed to waive their respective rights to liquidating distributions from the Trust Account in respect
of any Class B Ordinary Shares held by it or them, as applicable, if the Company fails to complete an initial business combination by April 25, 2023, or by the applicable deadline as may be extended, although they will be entitled to
liquidating distributions from the Trust Account with respect to any Class A Ordinary Shares they hold if the Company fails to complete its initial business combination by such date. There will be no redemption rights or liquidating
distributions with respect to the Companys 10,500,000 private placement warrants, which will expire worthless if the Company fails to complete its initial business combination by April 25, 2023 or by the applicable deadline as may be
extended.
If the Company liquidates, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a
third party (other than the Companys independent auditors) for services rendered or products sold to us, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in
the Trust Account to below (1) $10.20 per public share or (2) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case
net of the interest which may be withdrawn to pay taxes, expenses relating to the administration of the Trust Account and limited withdrawals for working capital, except as to any claims by a third party who executed a waiver of any and all rights
to seek access to the Trust Account and except as to any claims under the Companys indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended. The
per-share
liquidation price for the public shares is anticipated to be approximately $10.35 (based on the amount held in the Trust Account as of December 31, 2022 and estimated interest income and taxes
post-December
31, 2022). Nevertheless, the Company cannot assure you that the per share distribution from the Trust Account, if the Company liquidates, will not be less than $10.35 due to unforeseen claims of
potential creditors.
If the Extension Proposal is approved, such approval will constitute consent for the Company to (i) remove from
the Trust Account an amount (the Withdrawal Amount) equal to the number of public shares properly redeemed multiplied by the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust
Account and not previously released to the Company, divided by the number of then outstanding public shares and (ii) deliver to the holders of such redeemed public shares their portion of the Withdrawal Amount. The funds remaining in the Trust
Account after the removal of such Withdrawal Amount shall be available for use by the Company to complete an initial business combination on or before the Extended Date or the Additional Extension Date, as applicable. Holders of public shares who do
not redeem their public shares now will retain their redemption rights and their ability to vote on an initial business combination through the Extended Date or the Additional Extension Date, if applicable, if the Extension Proposal is approved.
The withdrawal of the Withdrawal Amount will reduce the amount held in the Trust Account, and the amount remaining in the Trust Account
may be significantly less than the $206,946,000 that was in the Trust Account as of December 31, 2022. In such an event, the Company may need to obtain additional funds to complete its initial business combination, and there can be no assurance
that such funds will be available on terms acceptable to the parties or at all.
Only shareholders of record of the Company as of the
close of business on March 7, 2023, are entitled to notice of, and to vote at, the Extraordinary General Meeting or any adjournment or postponement thereof. Each Ordinary Share entitles the holder thereof to one vote. On the record date, there
were 25,000,000 Ordinary Shares
issued and outstanding, including 20,000,000 Class A Ordinary Shares and 5,000,000 Class B Ordinary Shares. The Companys warrants do not have voting rights in connection with the
proposals.
Your vote is important. Proxy voting permits shareholders unable to attend the Extraordinary General Meeting in person to vote
their shares through a proxy. By appointing a proxy, your shares will be represented and voted in accordance with your instructions. You can vote your shares by completing and returning your proxy card or by completing the voting instruction form
provided to you by your broker. Proxy cards that are signed and returned but do not include voting instructions will be voted by the proxy as recommended by the Board. You can change your voting instructions or revoke your proxy at any time prior to
the Extraordinary General Meeting by following the instructions included in this proxy statement and on the proxy card.
It is strongly
recommended that you complete and return your proxy card before the Extraordinary General Meeting date to ensure that your shares will be represented at the Extraordinary General Meeting. You are urged to review carefully the information contained
in the enclosed proxy statement prior to deciding how to vote your shares. If you have any questions or need assistance voting your Ordinary Shares, please contact Morrow Sodali LLC, the Companys proxy solicitor, by calling (800)
662-5200,
or banks and brokers can call collect at (203)
658-9400,
or by emailing
GTAC.info@investor.morrowsodali.com
.
By Order of the Board,
/s/ Fabrice Grinda
Fabrice Grinda
Executive Chairman
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON APRIL 14, 2023
This Notice of Extraordinary General Meeting and Proxy Statement are available at
https://www.cstproxy.com/gtac/2023.
Global Technology Acquisition Corp. I
PROXY STATEMENT
FOR THE
EXTRAORDINARY GENERAL MEETING
To Be Held at 9:00 a.m., Eastern Time, on April 14, 2023
This proxy statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by the board of directors
(the Board) for use at the extraordinary general meeting of Global Technology Acquisition Corp. I, a Cayman Islands exempted company (the Company, GTAC, we, us or our), and any
postponements, adjournments or continuations thereof (the Extraordinary General Meeting). The Extraordinary General Meeting will be held on April 14, 2023, at 9:00 a.m., Eastern Time, at the offices of Latham & Watkins LLP,
located at 1271 6th Ave, New York, New York 10020, and will be available to attend virtually via the Internet. You will be able to attend the Extraordinary General Meeting online, vote and submit your questions during the Extraordinary General
Meeting by visiting https://www.cstproxy.com/gtac/2023. While shareholders are encouraged to attend the meeting virtually, you will be permitted to attend the Extraordinary General Meeting in person at the offices of Latham & Watkins LLP.
1
CAUTIONARY NOTE REGARDING
FORWARD-LOOKING
STATEMENTS
This proxy statement contains
forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended (the
Exchange Act) that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in
this proxy statement including, without limitation, regarding the Companys financial position, business strategy and the plans and objectives of management for future operations, are
forward-looking
statements. Words such as expect, believe, anticipate, intend, estimate, seek and variations and similar words and expressions are intended to identify such
forward-looking
statements. Such
forward-looking
statements relate to future events or future performance, but reflect managements current beliefs, based on information
currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the
forward-looking
statements. For
information identifying important factors that could cause actual results to differ materially from those anticipated in the
forward-looking
statements, please refer to the Risk Factors section of the
Companys Annual Report on Form
10-K
for the year ended December 31, 2021 filed with the U.S. Securities and Exchange Commission (the SEC) on March 16, 2022, the Companys
subsequent Quarterly Reports on Form
10-Q
and elsewhere in the Companys filings with the SEC. The Companys securities filings can be accessed on the EDGAR section of the SECs website at
www.sec.gov
.
Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any
forward-looking
statements whether as a result of
new information, future events or otherwise.
2
You should consider carefully all of the risks described in the Companys Annual Report on Form 10-K for the year ended December 31, 2021
filed with the SEC on March 16, 2022, the Companys subsequent Quarterly Reports on Form 10-Q and elsewhere in the Companys filings with the SEC before making a decision to vote on the proposals described in this proxy statement or to
invest in the Companys securities. Furthermore, if any of the following events occur, the Companys business, financial condition and operating results may be materially adversely affected or the Company could face liquidation. In that
event, the trading price of the Companys securities could decline, and you could lose all or part of your investment. The risks and uncertainties described in the aforementioned filings and below are not the only ones the Company faces.
Additional risks and uncertainties that the Company is unaware of, or that the Company currently believes are not material, may also become important factors that adversely affect the Companys business, financial condition and operating
results or result in the Companys liquidation.
To mitigate the risk that the Company might be deemed to be an investment
company for purposes of the Investment Company Act, the Company expects to, prior to the end of the 24-month period after the effective date of the Companys registration statement on Form S-1, instruct the trustee to transfer the securities
held in the Trust Account and instead to hold the funds in the Trust Account in cash (which may include an interest bearing demand deposit account at a national bank) until the earlier of the consummation of the Companys initial business
combination or the Companys liquidation. As a result, following sale of securities in the Trust Account, if any, the Company would likely receive minimal interest, if any, on the funds held in the Trust Account, which could reduce the dollar
amount the public shareholders would receive upon any redemption or liquidation of the Company.
The funds in the Trust Account
have, since the Companys IPO, been held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under
Rule 2a-7 under the Investment Company Act. While the funds in the Trust Account continue to be invested in such instruments, to mitigate the risk of the Company being deemed to be an unregistered investment company (including under the
subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, the Company expects to, prior to the 24-month anniversary of the effective date of the Companys
registration statement on Form S-1 (October 20, 2021), instruct the trustee with respect to the Trust Account to transfer the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter, to hold all funds in
the Trust Account in cash (which may include an interest bearing demand deposit account at a national bank) until the earlier of the consummation of the Companys initial business combination or the liquidation of the Company. Following any
such sale of the securities held in the Trust Account, the Company would likely receive minimal interest, if any, on the funds held in the Trust Account. However, interest previously earned on the funds held in the Trust Account still may be
released to the Company to pay the Companys taxes, if any, and certain other expenses as permitted. As a result, any decision to transfer the securities held in the Trust Account and thereafter to hold all funds in the Trust Account in cash
(which may include an interest bearing demand deposit account at a national bank) could reduce the dollar amount the public shareholders would receive upon any redemption or liquidation of the Company.
In addition, even prior to the 24-month anniversary of the effective date of the Companys registration statement on Form S-1, the
Company may be deemed to be an investment company. The longer that the funds in the Trust Account are held in short-term U.S. government treasury obligations or in money market funds invested exclusively in such securities, even prior to the
24-month anniversary, the greater the risk that the Company may be considered an unregistered investment company under Section 3(a)(1)(A) of the Investment Company Act, in which case the Company may be required to liquidate. If the Company is
required to liquidate, the Companys shareholders will miss the opportunity to benefit from an investment in a target company and the potential appreciation in value of such investment through the Companys initial business combination.
Additionally, if the Company is required to liquidate, there will be no redemption rights or liquidating distributions with respect to
3
the Companys warrants, which will expire worthless in the event of the Companys winding up. The risk of being deemed subject to the Investment Company Act may increase the longer the
Company holds securities (i.e., the longer past two years the securities are held), and also may increase to the extent the funds in the Trust Account are not held in cash (which may include an interest bearing demand deposit account at a national
bank). Accordingly, the Company expects to, prior to the 24-month anniversary of the effective date of the Companys registration statement on Form S-1, instruct the trustee with respect to the Trust Account to transfer the securities held in
the Trust Account and instead hold all funds in the Trust Account in cash (which may include an interest bearing demand deposit account at a national bank), which could further reduce the dollar amount the public shareholders would receive upon any
redemption or liquidation of the Company.
The Companys cash and cash equivalents could be adversely affected if the financial institutions in
which it holds its cash and cash equivalents fail.
The Company maintains the majority of its cash and cash equivalents in
accounts with major U.S. institutions, and its deposits at these institutions exceed insured limits. Market conditions can impact the viability of these institutions. In the event of failure of any of the financial institutions where the Company
maintains its cash and cash equivalents, there can be no assurance that the Company would be able to access uninsured funds in a timely manner or at all. Any inability to access or delay in accessing these funds could adversely affect the
Companys business and financial position.
4
QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY GENERAL MEETING
These Questions and Answers are only summaries of the matters they discuss. They do not contain all of the information that may be
important to you. You should read carefully the entire document, including any annexes to this proxy statement.
Why am I receiving this proxy
statement?
This proxy statement and the enclosed proxy card are being sent to you in connection with the solicitation of
proxies by the Companys Board for use at the Extraordinary General Meeting to be held in person or virtually on April 14, 2023, or at any adjournments or postponement thereof. This proxy statement summarizes the information that you need to
make an informed decision on the proposals to be considered at the Extraordinary General Meeting.
GTAC is a blank check company
incorporated on February 9, 2021 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (an
initial business combination).
In February 2021, the Sponsor paid $25,000, or approximately $0.004 per share, to cover
certain of the Companys offering and formation costs in consideration of 6,468,750 Class B Ordinary Shares, par value $0.0001. On June 30, 2021, the Sponsor surrendered 2,156,250 Class B Ordinary Shares for no consideration,
resulting in 4,312,500 shares outstanding of which 562,500 were subject to forfeiture in the event the underwriters
over-allotment
option is not exercised. On October 20, 2021, the Companys
Board approved a 1.16666667 for 1 share dividend for each Class B Ordinary Share outstanding, resulting in 5,031,250 Class B Ordinary Shares outstanding of which 656,250 were subject to forfeiture in the event the underwriters
over-allotment
option was not exercised. As a result of the underwriters election to partially exercise their
over-allotment
option, on December 5, 2021, 31,250
Class B ordinary shares were forfeited, resulting in an aggregate of 5,000,000 Class B Ordinary Shares issued and outstanding. Prior to the initial investment in the company of $25,000 by the Sponsor, the company had no assets, tangible or
intangible. The per share price of the Class B Ordinary Shares was determined by dividing the amount contributed to the company by the number of Class B Ordinary Shares issued. On July 11, 2021, the Sponsor transferred 40,000
Class B Ordinary Shares to each of the Companys independent directors, other than Michael Zeisser, at their original purchase price.
On October 25, 2021, the Company consummated its initial public offering (IPO) of 20,000,000 units, which included the
partial exercise of the underwriters option to purchase an additional 2,500,000 units, at $10.00 per unit. Each unit consists of one Class A ordinary share, par value $0.0001 per share, of the Company (Class A Ordinary
Shares or public shares) and
one-half
of one redeemable warrant to purchase one Class A Ordinary Share. Simultaneously with the consummation of the IPO, GTAC completed the private
placement of 10,500,000 private placement warrants (the Private Placement and collectively the Private Placement Warrants) at a purchase price of $1.00 per Private Placement Warrant to the Sponsor, generating gross proceeds
to the Company of $10,500,000. Following the closing of the IPO and the Private Placement, a total of $204,000,000 of the net proceeds from its IPO and the Private Placement were placed in a trust account at JPMorgan Chase Bank, N.A. (the
Trust Account) with Continental Stock Transfer & Trust Company (Continental) acting as trustee. The Companys charter provides for the return of the IPO proceeds held in the Trust Account to the holders of
public shares if the Company does not complete the Companys initial business combination by April 25, 2023 (or by October 25, 2023 at the election of the Company in two separate three-month extensions subject to satisfaction of
certain conditions, including the deposit of up to $2,000,000 ($0.10 per unit in each case) for each three-month extension, into the Trust Account).
While the Company is currently in discussions regarding various business combination opportunities, the Board has determined that there may
not be sufficient time before April 25, 2023, or by the applicable deadline as may be extended, to complete an initial business combination. Therefore, the Board has determined that it is in
5
the best interests of the Companys shareholders to extend the date by which the Company has to complete an initial business combination to the Extended Date or up to the Additional
Extension Date, if the Company has entered into a definitive business combination agreement, in order that the Companys shareholders are given the chance to participate in an investment opportunity.
What is being voted on?
You are
being asked to vote on the following proposals:
(1) A proposal, by special resolution, to amend and restate the Companys Amended and
Restated Memorandum and Articles of Association (the Charter) pursuant to an amended and restated Charter in the form set forth in Annex A of the accompanying proxy statement to extend the date by which the Company must
(a) consummate an initial business combination, (b) cease its operations except for the purpose of winding up if it fails to complete such initial business combination, and (c) redeem all of the Class A Ordinary Shares included
as part of the units sold in the IPO, from April 25, 2023 to April 25, 2024 (the Extended Date,) or to October 25, 2024 (the Additional Extension Date) at the election of the Company in two separate three-month
extensions subject to satisfaction of certain conditions, including the deposit of up to $2,000,000 ($0.10 per unit in each case) for each three-month extension, into the trust account established in connection with the IPO (the Trust
Account) (the Extension and such proposal, the Extension Proposal); and
(2) A proposal, by ordinary
resolution, to approve the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary or convenient, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in
connection with, the approval of the Extension Proposal (the Adjournment Proposal), which will only be presented at the Extraordinary General Meeting if, based on the tabulated votes, there are not sufficient votes at the time of the
Extraordinary General Meeting to approve the Extension Proposal, in which case the Adjournment Proposal will be the only proposal presented at the Extraordinary General Meeting.
You are not being asked to vote on an initial business combination at this time. If the Extension is implemented and you do not elect to
redeem your public shares, you will retain the right to vote on the Companys initial business combination if and when it is submitted to shareholders and the right to redeem your public shares for cash in the event an initial business
combination is approved and completed or the Company has not consummated an initial business combination by the Extended Date or the Additional Extension Date, as applicable
.
What is the effect of giving a proxy?
Proxies are solicited by and on behalf of the Board. Arnau Porto Dolc and Aleksander Baranski have been designated as proxies by the Board.
When proxies are properly dated, executed and returned, the shares represented by such proxies will be voted at the Extraordinary General Meeting in accordance with the instructions of the shareholder. If no specific instructions are given, however,
the shares will be voted in accordance with the recommendations of the Board as described below. If any matters not described in this proxy statement are properly presented at the Extraordinary General Meeting, the proxy holders will use their own
judgment to determine how to vote the shares. If the Extraordinary General Meeting is adjourned, the proxy holders can vote the shares on the new Extraordinary General Meeting date as well, unless you have properly revoked your proxy instructions,
as described elsewhere herein.
Can I attend the Extraordinary General Meeting?
The Extraordinary General Meeting will be held at 9:00 a.m., Eastern Time, on April 14, 2023, at the offices of Latham & Watkins LLP,
located at 1271 6th Ave, New York, New York 10020, or virtually via live webcast. You will be able to attend the Extraordinary General Meeting online, vote and submit your questions
6
during the Extraordinary General Meeting by visiting https://www.cstproxy.com/gtac/2023. The Extraordinary General Meeting will comply with the meeting rules of conduct. The rules of conduct will
be posted on the virtual meeting web portal. The Company encourages you to access the Extraordinary General Meeting webcast prior to the start time. Online
check-in
will begin fifteen minutes prior to the
start time of the Extraordinary General Meeting, and you should allow ample time for the
check-in
procedures. While shareholders are encouraged to attend the meeting virtually, you will be permitted to attend
the Extraordinary General Meeting in person at the offices of Latham & Watkins LLP. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying
pre-addressed
postage-paid
envelope. If you hold your shares in street name, which means your shares are held of record by a broker, bank or nominee, you
should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares.
Why should I vote to approve the Extension?
The Board believes shareholders will benefit from the Company consummating an initial business combination and is proposing the Extension to
extend the date by which the Company has to complete an initial business combination until the Extended Date, and up until the Additional Extension Date if applicable. The Extension would give the Company the opportunity to complete its initial
business combination.
The Charter currently provides that if the Company does not complete an initial business combination by
April 25, 2023, or by October 25, 2023 at the election of the Company in two separate three-month extensions subject to satisfaction of certain conditions, including the deposit of up to $2,000,000 ($0.10 per unit in each case) for
each three-month extension, into the Trust Account, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully
available funds therefor, redeem 100% of the public shares, at a
per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds
held in the Trust Account and not previously released to the Company (less taxes payable, and up to $100,000 of interest to pay dissolution expenses) divided by the total number of
then-issued
and outstanding
public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of the remaining shareholders and the Board, liquidate and dissolve, subject in each case to the Companys obligations under Cayman Islands law to provide for claims of creditors and other requirements of
applicable law.
The Company believes that the provisions of the Charter described in the preceding paragraph were included to protect the
Companys shareholders from having to sustain their investments for an unreasonably long period if the Company failed to find a suitable initial business combination in the timeframe contemplated by the Charter. The Company also believes,
however, that given the Companys expenditure of time, effort and money on pursuing an initial business combination and the Companys belief that an initial business combination offers an attractive investment for the Companys
shareholders, the Extension is warranted.
In connection with the Extension, public shareholders may elect to redeem their shares for a
per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to
pay its taxes, divided by the number of
then-issued
and outstanding Class A Ordinary Shares, regardless of how such public shareholders vote on the Extension Proposal, or if they vote at all. The Company
will not proceed with the Extension if redemptions of public shares cause the Company to have less than $5,000,001 of net tangible assets following approval of the Extension Proposal.
Liquidation of the Trust Account is a fundamental obligation of the Company to the public shareholders and the Company is not proposing and
will not propose to change that obligation to the public shareholders. If
7
holders of public shares do not elect to redeem their public shares, such holders shall retain redemption rights in connection with an initial business combination. Assuming the Extension is
approved, the Company will have until the Extended Date or the Additional Extension Date, as applicable, to complete an initial business combination, unless the Company obtains any additional extension.
The Board recommends that you vote in favor of the Extension Proposal, but expresses no opinion as to whether you should redeem your public
shares.
How do the Company insiders intend to vote their shares?
The Sponsor, the Companys directors, officers and initial shareholders and their permitted transferees (collectively, the Initial
Shareholders) are expected to vote any Class A Ordinary Shares and Class B Ordinary Shares (together, the Ordinary Shares) over which they have voting control in favor of the Extension Proposal and, if presented, the
Adjournment Proposal.
The Initial Shareholders are not entitled to redeem any Ordinary Shares held by them. On the record date, the
Initial Shareholders beneficially owned and were entitled to vote 5,000,000 Ordinary Shares, which represents 20% of the Companys issued and outstanding Ordinary Shares.
Subject to applicable securities laws (including with respect to material nonpublic information), the Sponsor, the Companys directors,
officers, advisors or any of their respective affiliates may (i) purchase public shares from institutional and other investors (including those who vote, or indicate an intention to vote, against any of the proposals presented at the
Extraordinary General Meeting, or elect to redeem, or indicate an intention to redeem, public shares), (ii) enter into transactions with such investors and others to provide them with incentives to not redeem their public shares, or
(iii) execute agreements to purchase such public shares from such investors or enter into
non-redemption
agreements in the future. In the event that the Sponsor, the Companys directors, officers,
advisors or any of their respective affiliates purchase public shares in situations in which the tender offer rules restrictions on purchases would apply, they (a) would purchase the public shares at a price no higher than the price offered
through the Companys redemption process (i.e., approximately $10.35 per share, based on the amounts held in the Trust Account as of December 31, 2022); (b) would represent in writing that such public shares will not be voted in favor of
approving the Extension; and (c) would waive in writing any redemption rights with respect to the public shares so purchased.
To the
extent any such purchases by the Sponsor, the Companys directors, officers, advisors or any of their respective affiliates are made in situations in which the tender offer rules restrictions on purchases apply, the Company will disclose in a
Current Report on Form
8-K
prior to the Extraordinary General Meeting the following: (i) the number of public shares purchased outside of the redemption offer, along with the purchase price(s) for such
public shares; (ii) the purpose of any such purchases; (iii) the impact, if any, of the purchases on the likelihood that the Extension will be approved; (iv) the identities of the securityholders who sold to the Sponsor, the
Companys directors, officers, advisors or any of their respective affiliates (if not purchased on the open market) or the nature of the securityholders (e.g., 5% security holders) who sold such public shares; and (v) the number of
Ordinary Shares for which the Company has received redemption requests pursuant to its redemption offer.
The purpose of such share
purchases and other transactions would be to increase the likelihood of (i) otherwise limiting the number of public shares electing to redeem and (ii) the Companys net tangible assets (as determined in accordance with Rule 3a51(g)(l)
of the Exchange Act) being at least $5,000,001.
If such transactions are effected, the consequence could be to cause the Extension to be
effectuated in circumstances where such effectuation could not otherwise occur. Consistent with SEC guidance, purchases of shares by the persons described above would not be permitted to be voted for the Extension at the Extraordinary General
Meeting and could decrease the chances that the Extension would be approved. In addition, if such
8
purchases are made, the public float of the Companys securities and the number of beneficial holders of the Companys securities may be reduced, possibly making it
difficult to maintain or obtain the quotation, listing or trading of the Companys securities on a national securities exchange.
The
Company hereby represents that any Company securities purchased by the Sponsor, the Companys directors, officers, advisors or any of their respective affiliates in situations in which the tender offer rules restrictions on purchases would
apply would not be voted in favor of approving the Extension Proposal.
Who is the Companys Sponsor?
The Companys sponsor is Global Technology Acquisition I Sponsor LP, a Cayman Island exempted limited partnership. The Sponsor currently
owns an aggregate of 4,880,000 Ordinary Shares, all of which are Class B Ordinary Shares. Global Technology Acquisition I Sponsor GP Ltd. is the general partner of the Sponsor and has voting and investment discretion with respect to the
Ordinary Shares held of record by the Sponsor. Arnau Porto, Fabrice Grinda and Jeffery Weinstein are the directors of Global Technology Acquisition I Sponsor GP Ltd. Arnau Porto has two votes and Fabrice Grinda and Jeffery Weinstein each have one
vote, and the approval of Arnau Porto and either Fabrice Grinda or Jeffery Weinstein is required to approve an action of Global Technology Acquisition I Sponsor GP Ltd.
The Companys ability to complete an initial business combination with a U.S. target company may be impacted if such initial business
combination is subject to U.S. foreign investment regulations and review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), and ultimately prohibited.
The Sponsor, Global Technology Acquisition I Sponsor LP, is a Cayman Island exempted limited partnership and is controlled and majority-owned
by
non-U.S.
nationals. In the event the Sponsor is considered a foreign person, however, the Company could also be considered a foreign person and would continue to be considered as such in the future for so
long as the Sponsor has the ability to exercise control over the Company for purposes of CFIUSs regulations. The Company could likewise be considered a foreign person if a foreign investor acquires a significant interest in the Company and is
viewed as having the ability to exercise control over the Company. As such, an initial business combination with a U.S. business may be subject to CFIUS review, the scope of which includes controlling investments, as well as certain
non-passive,
non-controlling
investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business. If the
Companys potential initial business combination with a U.S. business falls within CFIUSs jurisdiction, the Company may determine that it is required to make a mandatory filing or that it will submit a voluntary filing to CFIUS, or
to proceed with the initial business combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination. CFIUS may decide to delay the initial business combination, impose conditions to mitigate
national security concerns with respect to such initial business combination or recommend that the U.S. president block the initial business combination or order the Company to divest all or a portion of a U.S. business of the combined
company, which may limit the attractiveness of or prevent the Company from pursuing certain initial business combination opportunities that it believes would otherwise be beneficial to the Company and its shareholders. As a result, the pool of
potential targets with which the Company could complete an initial business combination may be impacted, and it may be adversely affected in terms of competing with other special purpose acquisition companies which do not have similar potential
foreign ownership issues.
Moreover, the process of government review, whether by the CFIUS or otherwise, could be lengthy and the Company
has limited time to complete its initial business combination. If the Company cannot complete its initial business combination by April 25, 2023, or by the applicable deadline as may be extended, or by the Extended Date or the Additional
Extension Date, as applicable, if the Extension is approved, or such later date that may be approved by the Companys shareholders, because the review process extends beyond such timeframe or because the initial business combination is
ultimately prohibited by CFIUS or another U.S.
9
government entity, the Company may be required to liquidate. If the Company liquidates, its public shareholders may only receive approximately $10.35 per share (based on the amount held in the
Trust Account as of December 31, 2022 and estimated interest income and taxes
post-December
31, 2022, and assuming the Extension is not approved), and the Companys warrants will expire worthless.
This will also cause you to lose the investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.
What vote is required to approve the Extension Proposal?
Approval of the Extension Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at
least
two-thirds
of the Ordinary Shares who, being present in person (including virtually) or represented by proxy and entitled to vote thereon and who do so in person or by proxy at the Extraordinary General
Meeting. Ordinary Shares that are present virtually during the Extraordinary General Meeting constitute Ordinary Shares represented in person.
What vote is required to approve the Adjournment Proposal?
Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a
majority of the Ordinary Shares who, being present in person (including virtually) or represented or by proxy and entitled to vote thereon and who do so in person or by proxy at the Extraordinary General Meeting.
What if I want to vote against or dont want to vote for any of the proposals?
If you do not want any of the proposals to be approved, you must abstain, not vote or vote against such proposal. A shareholders failure
to vote by proxy or to vote in person at the Extraordinary General Meeting will not be counted towards the number of Ordinary Shares required to validly establish a quorum. Abstentions will be counted in connection with the determination of whether
a valid quorum is established.
What happens if the Extension Proposal is not approved?
If the Extension Proposal is not approved and the Company does not consummate an initial business combination by April 25, 2023, or by the
applicable deadline as may be extended, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available
funds therefor, redeem 100% of the public shares, at a
per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the
Trust Account and not previously released to the Company (less taxes payable, and up to $100,000 of interest to pay dissolution expenses), divided by the total number of
then-issued
and outstanding public
shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of the remaining shareholders and the Board, liquidate and dissolve, subject in each case to the Companys obligations under Cayman Islands law to provide for claims of creditors and other requirements of
applicable law.
The Initial Shareholders have agreed to waive their respective rights to liquidating distributions from the Trust Account
in respect of any Class B Ordinary Shares held by it or them, as applicable, if the Company fails to complete an initial business combination by April 25, 2023, or by the applicable deadline as may be extended, although they will be
entitled to liquidating distributions from the Trust Account with respect to any Class A Ordinary Shares they hold if the Company fails to complete its initial business combination by such date. There will be no redemption rights or liquidating
distributions with respect to the Companys warrants, which will expire worthless if the Company fails to complete its initial business combination by April 25, 2023 or by the applicable deadline as may be extended. The Company will pay
the costs of liquidation from its remaining assets outside of the Trust Account.
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If the Extension is approved, what happens next?
The Company is continuing its efforts to complete its initial business combination. The Company is seeking approval of the Extension because
the Company may not be able to complete an initial business combination prior to April 25, 2023, or by the applicable deadline as may be extended. If the Extension is approved, the Company expects to continue evaluating business combination
opportunities in pursuit of entering into a business combination agreement and seeking shareholder approval of an initial business combination. If shareholders approve an initial business combination, the Company expects to consummate such initial
business combination as soon as possible following shareholder approval and satisfaction of the other conditions to the consummation of such initial business combination.
Upon approval of the Extension Proposal by a special resolution under Cayman Islands law, being the affirmative vote of the holders of at
least
two-thirds
of the Ordinary Shares present in person (including virtually) or represented by proxy and entitled to vote thereon and who do so at the Extraordinary General Meeting, the Company will file an
amended and restated Charter with the Cayman Islands Registrar of Companies (the Cayman Registrar) in the form attached as Annex A hereto. The Company will remain a reporting company under the Exchange Act, and its units, Class A
Ordinary Shares and public warrants will remain publicly traded.
If the Extension is approved, any removal of any Withdrawal Amount
(defined as an amount equal to the number of public shares properly redeemed multiplied by the aggregate amount then on deposit in the Trust Account), including interest earned on the funds held in the Trust Account and not previously released to
the Company to pay its taxes or fund the Companys working capital requirements, from the Trust Account will reduce the amount remaining in the Trust Account and increase the percentage interest of Ordinary Shares held by the Sponsor through
the Class B Ordinary Shares. The Company will not proceed with the Extension if redemptions of public shares cause the Company to have less than $5,000,001 of net tangible assets following approval of the Extension.
If the Extension is approved, the Sponsor will continue to have the right to receive payments from the Company of $10,000 per month for office
space, administrative and support services until the earlier of the Companys consummation of an initial business combination or the Companys liquidation pursuant to the Administrative Services Agreement, dated as of October 20,
2021, by and between the Company and the Sponsor (the Administrative Services Agreement).
Where will I be able to find the voting
results of the Extraordinary General Meeting?
The Company will announce preliminary voting results at the Extraordinary General
Meeting. The Company will also disclose voting results on a Current Report on Form
8-K
that the Company will file with the SEC within four business days after the Extraordinary General Meeting. If final voting
results are not available to the Company in time to file a Current Report on Form
8-K
within four business days after the Extraordinary General Meeting, the Company will file a Current Report on Form
8-K
to publish preliminary results and will provide the final results in an amendment to such Current Report on Form
8-K
as soon as they become available.
Would I still be able to exercise my redemption rights in connection with a vote to approve a proposed initial business combination?
Yes. Assuming you are a shareholder as of the record date for voting on a proposed initial business combination, you will be able to vote on a
proposed initial business combination if and when it is submitted to shareholders. If you disagree with an initial business combination, you will retain your right to redeem your public shares upon consummation of such initial business combination,
subject to any limitations set forth in the Companys Charter.
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How do I change my vote?
Shareholders may send a
later-dated,
signed proxy card to the Company at 19 W 24th Street, 10th Floor,
New York, New York 10010, attn.: Chief Executive Officer, so that it is received prior to the vote at the Extraordinary General Meeting (which is scheduled to take place on April 14, 2023). Shareholders also may revoke their proxy by sending a
notice of revocation to the Companys Chief Executive Officer, which must be received prior to the vote at the Extraordinary General Meeting, or by attending the Extraordinary General meeting, revoking their proxy and voting in person. However,
if your shares are held in street name by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.
How are votes counted?
Votes will
be counted by the inspector of election appointed for the meeting, who will separately count FOR and AGAINST votes, for each of the proposals. A shareholders failure to vote by proxy or to vote in person at the meeting
will not be counted towards the number of Ordinary Shares required to validly establish a quorum. Abstentions and broker
non-votes
will be counted in connection with the determination of whether a valid quorum
is established but will have no effect on the outcome on any of the Proposals.
If my shares are held in street name, will my broker
automatically vote them for me?
If you do not give instructions to your broker, your broker can vote your shares with respect to
discretionary items, but not with respect to
non-discretionary
items. The Company believes that each of the proposals are
non-discretionary
items.
Your broker can vote your shares with respect to
non-discretionary
items only if you provide instructions on how to vote. You should instruct your broker to vote your shares. Your broker can tell you how to provide these instructions. If you do not
give your broker instructions, your shares will be treated as broker
non-votes
with respect to all proposals. Abstentions and broker
non-votes,
while considered present
for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary General Meeting and will have no outcome on any of the Proposals.
What is a quorum?
A quorum is the
minimum number of shares required to be present at the Extraordinary General Meeting for the Extraordinary General Meeting to be properly held under the Companys Charter and the Companies Act (As Revised) of the Cayman Islands (the
Companies Act). The presence, in person, by proxy, or if a corporation or other
non-natural
person, by its duly authorized representative or proxy, of the holders of a majority of the issued and
outstanding Ordinary Shares entitled to vote at the Extraordinary General Meeting constitutes a quorum. Proxies that are marked abstain and proxies relating to street name shares that are returned to the Company but marked by
brokers as not voted
(so-called
broker
non-votes)
will be treated as shares present for purposes of determining the presence of a quorum on all
matters but will have no effect on the outcome of the Proposals. If a shareholder does not give the broker voting instructions, under applicable
self-regulatory
organization rules, its broker may not vote its
shares on
non-discretionary
matters. The Company believes that each of the proposals is a nondiscretionary matter.
Who can vote at the Extraordinary General Meeting?
Holders of the Companys Ordinary Shares as of the close of business on March 7, 2023, the record date, are entitled to vote at the
Extraordinary General Meeting. As of the record date, there were 25,000,000 Ordinary Shares issued and outstanding, consisting of 20,000,000 Class A Ordinary Shares and 5,000,000 Class B Ordinary Shares. In deciding all matters at the
Extraordinary General Meeting, each shareholder will be entitled to one vote for each share held by them on the record date. Holders of Class A Ordinary Shares and holders of
12
Class B Ordinary Shares will vote together as a single class on all matters submitted to a vote of the Companys shareholders except as required by law. The Initial Shareholders own all
of the Companys issued and outstanding Class B Ordinary Shares, constituting approximately 20% of the Companys issued and outstanding Ordinary Shares.
Registered Shareholders.
If the Companys shares are registered directly in your name with the Companys transfer agent,
Continental, you are considered the shareholder of record with respect to those shares. As the shareholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote in person at the
Extraordinary General Meeting.
Street Name Shareholders.
If the Companys shares are held on your behalf in a brokerage
account or by a bank or other nominee, you are considered the beneficial owner of those shares held in street name, and your broker or nominee is considered the shareholder of record with respect to those shares. As the beneficial owner,
you have the right to direct your broker or nominee as to how to vote your shares. However, since a beneficial owner is not the shareholder of record, you may not vote your Ordinary Shares at the Extraordinary General Meeting unless you follow your
brokers procedures for obtaining a legal proxy. Throughout this proxy, the Company refers to shareholders who hold their shares through a broker, bank or other nominee as street name shareholders.
Does the Board recommend voting for the approval of the proposals?
Yes. After careful consideration of the terms and conditions of these proposals, the Board has determined that each of the proposals are in the
best interests of the Company and its shareholders. The Board recommends that the Companys shareholders vote FOR each of the proposals.
What interests do the Sponsor and the Companys directors and officers have in the approval of the proposals?
The Sponsor and the Companys directors and officers have interests in the proposals that may be different from, or in addition to, your
interests as a shareholder. These interests include ownership of Class B Ordinary Shares and Private Placement Warrants that may become exercisable in the future and the possibility of future compensatory arrangements. See the
section entitled
Proposal No.
1 The Extension ProposalInterests of the Sponsor and the Companys Directors and Officers
.
Are there any dissenters or appraisal or similar rights for dissenting shareholders?
Neither the Companies Act nor the Companys Charter provide for appraisal or other similar rights for dissenting shareholders in
connection with any of the proposals to be voted upon at the Extraordinary General Meeting. Accordingly, the Companys shareholders will have no right to dissent and obtain payment for their shares.
What happens to the Companys warrants if the Extension is not approved?
If the Extension is not approved and the Company does not consummate an initial business combination by April 25, 2023, or by the
applicable deadline as may be extended, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available
funds therefor, redeem 100% of the public shares, at a
per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the
Trust Account and not previously released to the Company (less taxes payable, and up to $100,000 of interest to pay dissolution expenses) divided by the total number of
then-issued
and outstanding public
shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as
13
promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Board, liquidate and dissolve, subject in each case to the Companys
obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to the Companys warrants, which will expire
worthless if the Company fails to complete the Companys initial business combination by April 25, 2023 or by the applicable deadline as may be extended.
What happens to the Companys warrants if the Extension is approved?
If the Extension is approved, the Company will continue to attempt to consummate an initial business combination until the Extended Date and up
to the Additional Extension Date, as applicable, and will retain the blank check company restrictions previously applicable to it. The warrants will remain outstanding in accordance with their terms.
How are the funds in the Trust Account currently being held?
With respect to the regulation of special purpose acquisition companies like the Company (SPACs), on March 30, 2022, the SEC
issued proposed rules (the SPAC Rule Proposals) relating to, among other items, disclosures in business combination transactions involving SPACs and private operating companies; the condensed financial statement requirements applicable
to transactions involving shell companies; the use of projections by SPACs in SEC filings in connection with proposed business combination transactions; the potential liability of certain participants in proposed business combination transactions;
and the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940, as amended (the Investment Company Act), including a proposed rule that would provide SPACs a safe harbor from treatment as an
investment company if they satisfy certain conditions that limit a SPACs duration, asset composition, business purpose and activities.
Following the IPO, the funds in the Trust Account were held in U.S. government treasury obligations with a maturity of 185 days or less
or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule
2a-7
under the Investment Company Act.
How do I vote?
If you were a
holder of record of Ordinary Shares on March 7, 2023, the record date for the Extraordinary General Meeting, you may vote in person or by virtual attendance at the Extraordinary General Meeting or by submitting a proxy for the Extraordinary
General Meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying
pre-addressed
postage-paid
envelope.
If you hold your shares in street name, which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly
counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the Extraordinary General Meeting and vote in person, obtain a valid proxy from your broker, bank or
nominee.
How do I redeem my Ordinary Shares?
Pursuant to the Charter, a public shareholder may request that the Company redeem all or a portion of such public shareholders public
shares for cash if the Extension Proposal is approved. You will be entitled to receive cash for any public shares to be redeemed only if you:
(1) (a) hold public shares or (b) hold public shares as part of units and elect to separate such units into the underlying public shares
and public warrants prior to exercising your redemption rights with respect to the public shares; and
14
(2) prior to 5:00 p.m., Eastern Time, on April 12, 2023 (two business days prior to the
vote at the Extraordinary General Meeting), (a) submit a written request to Continental, the Companys transfer agent, that the Company redeem your public shares for cash and (b) deliver your public shares to the transfer agent, physically
or electronically through The Depository Trust Company.
Holders of units must elect to separate the underlying public shares and
public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the
underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact the transfer agent directly and instruct it to do so. Public shareholders may elect to redeem all or a portion of their
public shares even if they vote for the Extension Proposal.
Based upon the amount held in the Trust Account as of December 31, 2022,
which was $206,946,000, and estimated interest income and taxes
post-December
31, 2022, the Company estimates that the
per-share
price at which public shares may be
redeemed from cash held in the Trust Account will be approximately $10.35 at the time of the Extraordinary General Meeting. The closing price of a Class A Ordinary Share on March 10, 2023, was $10.43. The Company cannot assure shareholders
that they will be able to sell their Class A Ordinary Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such
shareholders wish to sell their shares.
What should I do if I receive more than one set of voting materials?
You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting
instruction cards, if your shares are registered in more than one name or are registered in different accounts. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each
brokerage account in which you hold shares. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares.
Who is paying for this proxy solicitation?
The Board is soliciting proxies for use at the Extraordinary General Meeting. All costs associated with this solicitation will be borne
directly by the Company. The Company has engaged Morrow Sodali LLC (Morrow) to assist in the solicitation of proxies for the Extraordinary General Meeting. The Company has agreed to pay Morrow a fee of $25,000, plus associated
disbursements for the Extraordinary General Meeting, and will reimburse Morrow for its reasonable
out-of-pocket
expenses and indemnify Morrow against certain losses,
damages, expenses, liabilities or claims. The Company will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Class A Ordinary Shares for their expenses in forwarding soliciting
materials to beneficial owners of Class A Ordinary Shares and in obtaining voting instructions from those owners. The Companys directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in
person. They will not be paid any additional amounts for soliciting proxies.
15
Who can help answer my questions?
If you have questions about the Extraordinary General Meeting or the proposals to be presented thereat, if you need additional copies of the
proxy statement or the enclosed proxy card, or if you would like copies of any of the Companys filings with the SEC, including the Companys Annual Report on Form
10-K
for the year ended
December 31, 2021, and the Companys subsequent Quarterly Reports on Form
10-Q,
you should contact:
Global Technology Acquisition Corp. I
19 W 24th Street
10th Floor
New York, New York 10010
Telephone: (917)
338-7786
You may also contact the Companys proxy solicitor at:
Morrow Sodali LLC
333 Ludlow Street, 5th Floor
Stamford, Connecticut 06902
Telephone: (800)
662-5200
(banks and brokers can call collect at (203)
658-9400)
Email:
GTAC.info@investor.morrowsodali.com
You may also obtain additional information about the Company from documents filed with the SEC by following the instructions in the
section entitled
Where You Can Find More Information.
If you are a holder of public shares and you intend to
seek redemption of your shares, you will need to deliver your public shares (either physically or electronically) to the transfer agent at the address below prior to 5:00 p.m., Eastern Time, on April 12, 2023 (two business days prior to the vote at
the Extraordinary General Meeting). If you have questions regarding the certification of your position or delivery of your shares, please contact:
Continental Stock Transfer & Trust Company
One State
Street Plaza, 30
th
Floor
New York, New York 10004
Attn: SPAC Redemption Team
E-mail:
spacredemptions@continentalstock.com
16
THE EXTRAORDINARY GENERAL MEETING
Date, Time, Place and Purpose of the Extraordinary General Meeting
The Extraordinary General Meeting will be held in person or by proxy on April 14, 2023, at 9:00 a.m., Eastern Time, at the offices of
Latham & Watkins LLP, located at 1271 6th Ave, New York, New York 10020, or virtually via live webcast at https://www.cstproxy.com/gtac/2023, to consider and vote upon the proposals to be put to the Extraordinary General Meeting. While
shareholders are encouraged to attend the meeting virtually, you will be permitted to attend the Extraordinary General Meeting in person at the offices of Latham & Watkins LLP.
At the Extraordinary General Meeting, you will be asked to consider and vote on proposals to:
(1)
Proposal No.
1The Extension Proposal
a proposal, by special resolution, to amend and restate the
Companys Charter pursuant to an amended and restated Charter in the form set forth in Annex A of the accompanying proxy statement to extend the date by which the Company must (a) consummate a merger, share exchange, asset acquisition,
share purchase, reorganization or similar business combination (an initial business combination), (b) cease its operations except for the purpose of winding up if it fails to complete such initial business combination and (c) redeem
all of the Class A Ordinary Shares, from April 25, 2023 to the Extended Date or to the Additional Extension Date at the election of the Company in two separate three-month extensions subject to satisfaction of certain conditions, including
the deposit of up to $2,000,000 ($0.10 per unit in each case) for each three-month extension, into the Trust Account; and
(2)
Proposal No.
2The Adjournment Proposal
a proposal, by ordinary resolution, to approve the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary or convenient, to permit further
solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the Extension Proposal, which will only be presented at the Extraordinary General Meeting if, based on the tabulated votes, there
are not sufficient votes at the time of the Extraordinary General Meeting to approve the Extension Proposal, in which case the Adjournment Proposal will be the only proposal presented at the Extraordinary General Meeting.
Voting Power; Record Date
Only
shareholders of record of the Company as of the close of business on March 7, 2023, are entitled to notice of, and to vote at, the Extraordinary General Meeting or any adjournment or postponement thereof. Each Ordinary Share entitles the holder
thereof to one vote. If your shares are held in street name or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. On the record date,
there were 25,000,000 Ordinary Shares issued and outstanding, including 20,000,000 Class A Ordinary Shares and 5,000,000 Class B Ordinary Shares. The Companys warrants do not have voting rights in connection with the proposals.
Quorum and Vote of Shareholders
A
quorum is the minimum number of shares required to be present at the Extraordinary General Meeting for the Extraordinary General Meeting to be properly held under the Companys Charter and the Companies Act. The presence, in person, by proxy,
or if a corporation or other
non-natural
person, by its duly authorized representative or proxy, of the holders of a majority of the issued and outstanding Ordinary Shares entitled to vote at the Extraordinary
General Meeting constitutes a quorum. Ordinary Shares that are present virtually during the Extraordinary General Meeting constitute Ordinary Shares represented in person. Proxies that are marked abstain and proxies relating
to street name shares that are returned to the Company but marked by brokers as not voted
(so-called
broker
non-votes)
will be
treated as shares present for purposes of determining the presence of a quorum on all matters but will have no effect on the outcome of the Proposals. If a shareholder does not give the broker voting instructions, under applicable
self-regulatory
organization rules, its broker may not vote its shares on
non-discretionary
matters. The Company believes each of the proposals constitutes a
non-discretionary
matter.
17
Votes Required
Approval of the Extension Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of holders of at least
two-thirds
of the Ordinary Shares who, being present in person (including virtually) or represented by proxy and entitled to vote thereon and who do so at the Extraordinary General Meeting. Abstentions and broker
non-votes,
while considered present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary General Meeting and will have no effect on the outcome of the Proposals.
Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a
majority of the Ordinary Shares who, being present in person (including virtually) or represented by proxy and entitled to vote thereon and who vote at the Extraordinary General Meeting. Abstentions and broker
non-votes,
while considered present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary General Meeting.
If you do not want any of the proposals to be approved, you must abstain, not vote or vote against such proposal. A shareholders failure
to vote by proxy or to vote in person at the Extraordinary General Meeting will not be counted towards the number of Ordinary Shares required to validly establish a quorum. Broker
non-votes
and abstentions
will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the outcome of the Proposals.
Voting
The Board is asking for your
proxy. Giving the Board your proxy means you authorize it to vote your shares at the Extraordinary General Meeting in the manner you direct. You may vote for or withhold your vote for the proposal or you may abstain from voting. All valid proxies
received prior to the Extraordinary General Meeting will be voted. All shares represented by a proxy will be voted, and where a shareholder specifies by means of the proxy a choice with respect to any matter to be acted upon, the shares will be
voted in accordance with the specification so made. If no choice is indicated on the proxy, the shares will be voted FOR each of the proposals and as the proxy holders may determine in their discretion with respect to any other matters
that may properly come before the Extraordinary General Meeting.
You can vote your shares at the Extraordinary General Meeting in person
or by proxy. You may attend the Extraordinary General Meeting via live webcast. You will be able to attend the Extraordinary General Meeting online, vote and submit your questions during the Extraordinary General Meeting by visiting
https://www.cstproxy.com/gtac/2023. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying
pre-addressed
postage-paid
envelope. If you hold your shares in street name, which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure
that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the Extraordinary General Meeting and
vote in person, obtain a valid proxy from your broker, bank or nominee.
Proxies that are marked abstain and proxies relating
to street name shares that are returned to the Company but marked by brokers as not voted
(so-called
broker
non-votes)
will be
treated as shares present for purposes of determining the presence of a quorum on all matters. Abstentions and
broker-non-votes
will have no effect on the outcome of the
Proposals. If a shareholder does not give the broker voting instructions, under applicable
self-regulatory
organization rules, its broker may not vote its shares on
non-discretionary
matters. The Company believes each of the proposals constitutes a
non-discretionary
matter.
Shareholders who have questions or need assistance in completing or submitting their proxy cards should contact the Companys proxy
solicitor, Morrow Sodali LLC, at (800)
662-5200
or by sending a letter to 333 Ludlow Street, 5th Floor, Stamford, Connecticut 06902, or by emailing
GTAC.info@investor.morrowsodali.com
.
18
Revocability of Proxies
Shareholders may send a
later-dated,
signed proxy card to the Company at 19 W 24th Street, 10th Floor,
New York, New York 10010, attn.: Chief Executive Officer, so that it is received prior to the vote at the Extraordinary General Meeting (which is scheduled to take place on April 14, 2023) or attend the Extraordinary General Meeting in person or
virtually and vote. Shareholders also may revoke their proxy by sending a notice of revocation to the Companys Chief Executive Officer, which must be received prior to the vote at the Extraordinary General Meeting. However, if your shares are
held in street name by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.
Attendance at the Extraordinary General Meeting
The Extraordinary General Meeting will be held in person or by proxy at 9:00 a.m., Eastern Time, on April 14, 2023, at the offices of
Latham & Watkins LLP, located at 1271 6th Ave, New York, New York 10020, or virtually via live webcast online at https://www.cstproxy.com/gtac/2023. While shareholders are encouraged to attend the meeting virtually, you will be permitted to
attend the Extraordinary General Meeting in person at the offices of Latham & Watkins LLP. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying
pre-addressed
postage-paid
envelope. If you hold your shares in street name, which means your shares are held of record by a broker, bank or nominee, you
should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you
wish to attend the Extraordinary General Meeting and vote in person, obtain a valid proxy from your broker, bank or nominee.
Solicitation of
Proxies
The Company is soliciting proxies for use at the Extraordinary General Meeting. All costs associated with this solicitation
will be borne directly by the Company. The Company has engaged Morrow to assist in the solicitation of proxies for the Extraordinary General Meeting. The Company has agreed to pay Morrow a fee of $25,000, plus associated disbursements for the
Extraordinary General Meeting, and will reimburse Morrow for its reasonable
out-of-pocket
expenses and indemnify Morrow against certain losses, damages, expenses,
liabilities or claims. The Company will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Class A Ordinary Shares for their expenses in forwarding soliciting materials to beneficial
owners of Class A Ordinary Shares and in obtaining voting instructions from those owners. The Companys directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be
paid any additional amounts for soliciting proxies. You may contact Morrow at:
Morrow Sodali LLC
333 Ludlow Street, 5th Floor
Stamford, Connecticut 06902
Telephone: (800)
662-5200
(banks and brokers can call collect at (203)
658-9400)
Email:
GTAC.info@investor.morrowsodali.com
Some banks and brokers have customers who beneficially own Ordinary Shares listed of record in the names of nominees. The Company intends to
request banks and brokers to solicit such customers and will reimburse them for their reasonable
out-of-pocket
expenses for such solicitations. If any additional
solicitation of the holders of the Companys outstanding Ordinary Shares is deemed necessary, the Company (through its directors and officers) anticipates making such solicitation directly.
19
Dissenters Rights of Appraisal
Neither the Companies Act nor the Companys Articles provide for appraisal or other similar rights for dissenting shareholders in
connection with any of the proposals to be voted upon at the Extraordinary General Meeting. Accordingly, the Companys shareholders will have no right to dissent and obtain payment for their shares.
Shareholder Proposals
No business may be
transacted at any annual general meeting or extraordinary general meeting other than business that is either (i) specified in the notice of the general meeting (or any supplement thereto) given by or at the direction of the directors of the
Company or (ii) otherwise properly brought before the general meeting in accordance with the requirements set forth in the Charter.
Other
Business
The Board does not know of any other matters to be presented at the Extraordinary General Meeting. If any additional matters
are properly presented at the Extraordinary General Meeting, the persons named in the enclosed proxy card will have discretion to vote the shares they represent in accordance with their own judgment on such matters.
Principal Executive Offices
The
Companys principal executive offices are located at 19 W 24th Street, 10th Floor, New York, New York 10010. The Companys telephone number is (917) 338-7786. Its corporate website address is
www.gtac.io
. The Companys website
and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this proxy statement.
20
PROPOSAL NO. 1THE EXTENSION PROPOSAL
Background
In February 2021, the
Sponsor paid $25,000, or approximately $0.004 per share, to cover certain of the Companys offering and formation costs in consideration of 6,468,750 Class B Ordinary Shares, par value $0.0001. On June 30, 2021, the Sponsor
surrendered 2,156,250 Class B Ordinary Shares for no consideration, resulting in 4,312,500 shares outstanding of which 562,500 were subject to forfeiture in the event the underwriters
over-allotment
option is not exercised. On October 20, 2021, the Board approved a 1.16666667 for 1 share dividend for each Class B Ordinary Share outstanding, resulting in 5,031,250 Class B Ordinary Shares outstanding of which 656,250 were subject
to forfeiture in the event the underwriters
over-allotment
option was not exercised. As a result of the underwriters election to partially exercise their
over-allotment
option, on December 5, 2021, 31,250 Class B ordinary shares were forfeited, resulting in an aggregate of 5,000,000 Class B Ordinary Shares issued and outstanding. All share and
per share amounts have been restated. Prior to the initial investment in the Company of $25,000 by the Sponsor, the Company had no assets, tangible or intangible. The per share price of the Class B Ordinary Shares was determined by dividing the
amount contributed to the Company by the number of Class B Ordinary Shares issued. On July 11, 2021, the Sponsor transferred 40,000 Class B Ordinary Shares to each of the Companys independent directors, other than Michael
Zeisser, at their original purchase price.
On October 25, 2021, the Company consummated its IPO of 20,000,000 units, which included
the partial exercise of the underwriters option to purchase an additional 2,500,000 units, at $10.00 per unit. Each unit consists of one Class A ordinary share and
one-half
of one redeemable warrant
to purchase one Class A Ordinary Share. Simultaneously with the consummation of the IPO, GTAC completed the private placement of 10,500,000 Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant to the Sponsor,
generating gross proceeds to the Company of $10,500,000. Following the closing of the IPO and the Private Placement, a total of $204,000,000 of the net proceeds from its IPO and the Private Placement were placed in the Trust Account with Continental
acting as trustee. The Companys charter provides for the return of the IPO proceeds held in the Trust Account to the holders of public shares if it does not complete the initial business combination by April 25, 2023, or by the applicable
deadline as may be extended.
The Extension
The Company is proposing to amend and restate the Charter by special resolution pursuant to an amended and restated Charter in the form set
forth in Annex A hereof to extend the date by which the Company must (1) consummate its initial business combination, (2) cease its operations except for the purpose of winding up if it fails to complete such initial business combination,
and (3) redeem all of the Class A Ordinary Shares from April 25, 2023 to the Extended Date or to the Additional Extension Date at the election of the Company in two separate three-month extensions subject to satisfaction of certain
conditions, including the deposit of up to $2,000,000 ($0.10 per unit in each case) for each three-month extension, into the Trust Account.
Reasons for the Proposal
The Charter
provides that the Company has 18 months from the consummation of the IPO (such date being April 25, 2023), or up to 24 months (such date being October 25, 2023) from the consummation of the IPO at the Companys election, in two
separate three-month extensions subject to satisfaction of certain conditions, including the deposit of up to $2,000,000 ($0.10 per unit in each case) for each three-month extension into the Trust Account, within which to complete an initial
business combination. While the Company is currently in discussions regarding various business combination opportunities, the Board has determined that there may not be sufficient time before April 25, 2023, or by the applicable deadline as may
be extended, to complete an initial business combination. Accordingly, the Board believes that in order to be able to complete an initial business combination, it is appropriate to continue the Companys existence until the Extended Date and up
to the Additional Extension Date, as applicable. The Board believes that an initial business combination opportunity is
21
in the best interests of the Company and its shareholders. Therefore, the Board has determined that it is in the best interests of the Companys shareholders to extend the date by which the
Company must complete an initial business combination to the Extended Date and up to the Additional Extension Date, if the Company has entered into a definitive business combination agreement.
The Charter currently provides that if the Company does not complete an initial business combination by April 25, 2023, or by the
applicable deadline as may be extended, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available
funds therefor, redeem 100% of the public shares, at a
per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the
Trust Account and not previously released to the Company (less taxes payable, and up to $100,000 of interest to pay dissolution expenses), divided by the total number of
then-issued
and outstanding public
shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of the remaining shareholders and the Board, liquidate and dissolve, subject in each case to the Companys obligations under Cayman Islands law to provide for claims of creditors and other requirements of
applicable law.
The Company believes that the provision of the Charter described in the preceding paragraph was included to protect the
Companys shareholders from having to sustain their investments for an unreasonably long period if the Company failed to find a suitable initial business combination in the timeframe contemplated by the Charter. The Company also believes,
however, that given the Companys expenditure of time, effort and money on pursuing an initial business combination and its belief that an initial business combination offers an attractive investment for its shareholders, the Extension is
warranted.
The Company is not asking you to vote on any proposed initial business combination at this time. If the Extension is
implemented and you do not elect to redeem your public shares, you will retain the right to vote on any proposed initial business combination when it is submitted to shareholders in the future and the right to redeem your public shares at a
per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less
taxes payable, and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, in the event the proposed initial business combination is approved and completed or the Company has not consummated
an initial business combination by the Extended Date or the Additional Extension Date, as applicable.
The Sponsor
The Companys Sponsor is Global Technology Acquisition I Sponsor LP, a Cayman Island exempted limited partnership. The Sponsor (whose
members include certain of the Companys directors and officers) currently owns an aggregate of 4,880,000 Ordinary Shares, all of which are Class B Ordinary Shares.
If the Extension Is Not Approved
If the Extension Proposal is not approved and the Company does not consummate an initial business combination by April 25, 2023, or by the
applicable deadline as may be extended, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available
funds therefor, redeem 100% of the public shares, at a
per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the
Trust Account and not previously released to the Company (less taxes payable, and up to $100,000 of interest to pay dissolution expenses), divided by the total number of
then-issued
and outstanding public
shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as
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reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Board, liquidate and dissolve, subject in each case to the Companys obligations
under Cayman Islands law to provide for claims of creditors and other requirements of applicable law.
The Initial Shareholders have
agreed to waive their respective rights to liquidating distributions from the Trust Account in respect of any Class B Ordinary Shares held by it or them, as applicable, if the Company fails to complete an initial business combination by
April 25, 2023, or by the applicable deadline as may be extended, although they will be entitled to liquidating distributions from the Trust Account with respect to any Class A Ordinary Shares they hold if the Company fails to complete its
initial business combination by such date. There will be no redemption rights or liquidating distributions with respect to the Companys 10,500,000 Private Placement warrants, which will expire worthless if the Company fails to complete an
initial business combination by April 25, 2023 or by the applicable deadline as may be extended. The Company will pay the costs of liquidation from its remaining assets outside of the Trust Account.
If the Extension Is Approved
If
the Extension is approved, the Company will file an amended and restated Charter with the Cayman Registrar in the form of Annex A hereto to extend the time it has to complete an initial business combination until the Extended Date, and up to the
Additional Extension Date if the Company has entered into a definitive business combination agreement. The Company will remain a reporting company under the Exchange Act, and its units, Class A Ordinary Shares and public warrants will remain
publicly traded. The Company will then continue to work to consummate its initial business combination by the Extended Date or up to the Additional Extension Date, if the Company has entered into a definitive business combination agreement.
You are not being asked to vote on an initial business combination at this time. If the Extension is implemented and you do not elect to
redeem your public shares, you will retain the right to vote on the Companys initial business combination if and when it is submitted to shareholders and the right to redeem your public shares for cash in the event an initial business
combination is approved and completed or the Company has not consummated an initial business combination by the Extended Date or up to the Additional Extension Date, if the Company has entered into a definitive business combination agreement.
If the Extension Proposal is approved, and the Extension is implemented, the amount held in the Trust Account will be reduced by
withdrawals in connection with any shareholder redemptions. The Company cannot predict the amount that will remain in the Trust Account if the Extension is approved, and the amount remaining in the Trust Account may be significantly less than the
$206,946,000 that was in the Trust Account as of December 31, 2022. The Company may need to obtain additional funds to complete its initial business combination, and there can be no assurance that such funds will be available on terms
acceptable to the parties or at all. Additionally, the Company will not proceed with the Extension if the number of redemptions of the Companys public shares cause the Company to have less than $5,000,001 of net tangible assets following
approval of the Extension.
If the Extension is approved, the Sponsor will continue to have the right to receive payments from the Company
of $10,000 per month for office space and administrative and support services provided to members of the Companys management team until the earlier of the Companys consummation of an initial business combination or the Companys
liquidation pursuant to the Administrative Services Agreement.
Redemption Rights
In connection with the approval of the Extension, each public shareholder may seek to redeem his, her or its public shares. Holders of public
shares who do not elect to redeem their public shares in connection with the Extension will retain the right to redeem their public shares in connection with any shareholder vote to approve a proposed initial business combination, or if the Company
has not consummated an initial business combination
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by the Extended Date or up to the Additional Extension Date, if the Company has entered into a definitive business combination agreement.
TO DEMAND REDEMPTION, YOU MUST ENSURE YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED HEREIN, INCLUDING SUBMITTING A WRITTEN
REQUEST THAT YOUR SHARES BE REDEEMED FOR CASH TO THE TRANSFER AGENT AND DELIVERING YOUR SHARES TO THE TRANSFER AGENT PRIOR TO 5:00 P.M., EASTERN TIME, ON APRIL 12, 2023. You will only be entitled to receive cash in connection with a redemption of
these shares if you continue to hold them until the effective date of the Extension and redemptions.
Pursuant to the Charter, a
public shareholder may request that the Company redeem all or a portion of such public shareholders public shares for cash if the Extension is approved. You will be entitled to receive cash for any public shares to be redeemed only if you:
(1) (a) hold public shares or (b) hold public shares as part of units and elect to separate such units into the underlying public
shares and public warrants prior to exercising your redemption rights with respect to the public shares; and
(2) prior to 5:00 p.m.,
Eastern Time, on April 12, 2023 (two business days prior to the vote at the Extraordinary General Meeting), (a) submit a written request to Continental, the Companys transfer agent, that the Company redeem your public shares for cash and
(b) deliver your public shares to the transfer agent, physically or electronically through The Depository Trust Company (DTC).
Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to
the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds
units registered in its, his or her own name, the holder must contact the transfer agent directly and instruct it to do so. Public shareholders may elect to redeem all or a portion of their public shares even if they vote for the Extension Proposal.
Through the Deposit Withdrawal at Custodian (DWAC) system, this electronic delivery process can be accomplished by the
shareholder, whether or not it is a record holder or its shares are held in street name, by contacting the transfer agent or its broker and requesting delivery of its shares through the DWAC system. Delivering shares physically may take
significantly longer. In order to obtain a physical share certificate, a shareholders broker and/or clearing broker, DTC, and the Companys transfer agent will need to act together to facilitate this request. There is a nominal cost
associated with the
above-referenced
tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge a tendering broker fee and
the broker would determine whether or not to pass this cost on to the redeeming holder. It is the Companys understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. The
Company does not have any control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical share certificate. Such shareholders will have less time to make their investment decision than those
shareholders that deliver their shares through the DWAC system. Shareholders who request physical share certificates and wish to redeem may be unable to meet the deadline for tendering their shares before exercising their redemption rights and thus
will be unable to redeem their shares.
Certificates that have not been tendered in accordance with these procedures prior to the vote on
the Extension will not be redeemed for cash held in the Trust Account. In the event that a public shareholder tenders its shares and decides prior to the vote at the Extraordinary General Meeting that it does not want to redeem its shares, the
shareholder may withdraw the tender. If you delivered your shares for redemption to the Companys transfer agent and decide prior to the vote at the Extraordinary General Meeting not to redeem your shares, you may request that the
Companys transfer agent return the shares (physically or electronically). You may make
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such request by contacting the Companys transfer agent at the address listed above. In the event that a public shareholder tenders shares and the Extension is not approved, these shares
will not be redeemed and the physical certificates representing these shares will be returned to the shareholder promptly following the determination that the Extension will not be approved. The Company anticipates that a public shareholder who
tenders shares for redemption in connection with the vote to approve the Extension would receive payment of the redemption price for such shares soon after the completion of the Extension. The transfer agent will hold the certificates of public
shareholders that make the election until such shares are redeemed for cash or returned to such shareholders.
If properly demanded, the
Company will redeem each public share for a
per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust
Account and not previously released to the Company (less taxes payable, and up to $100,000 of interest to pay dissolution expenses), divided by the number of
then-issued
and outstanding Class A Ordinary
Shares. Based upon the amount held in the Trust Account as of December 31, 2022, which was $206,946,000 and estimated interest income and taxes
post-December
31, 2022, the Company estimates that the
per-share
price at which public shares may be redeemed from cash held in the Trust Account will be approximately $10.35 at the time of the Extraordinary General Meeting. The closing price of a Class A Ordinary
Share on March 10, 2023, was $10.43. The Company cannot assure shareholders that they will be able to sell their Class A Ordinary Shares in the open market, even if the market price per share is higher than the redemption price stated
above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares.
If you exercise your
redemption rights, you will be exchanging your Class A Ordinary Shares for cash and will no longer own such shares. You will be entitled to receive cash for these shares only if you properly demand redemption and tender your share
certificate(s) (if any) and other redemption forms to the Companys transfer agent prior to the vote on the Extension Proposal. The Company anticipates that a public shareholder who tenders shares for redemption in connection with the vote to
approve the Extension Proposal would receive payment of the redemption price for such shares soon after the completion of the Extension.
United States
Federal Income Tax Considerations for Shareholders Exercising Redemption Rights
The following discussion is a summary of certain
U.S. federal income tax considerations for U.S. Holders (as defined below) that elect to have their public shares redeemed for cash if the Extension Proposal is approved.
This section applies only to U.S. Holders that hold their public shares as capital assets for U.S. federal income
tax purposes (generally, property held for investment).
This discussion is limited to U.S. federal income tax considerations and
does not address any estate or gift tax considerations or considerations arising under the tax laws of any state, local or
non-U.S. jurisdiction.
This discussion does not describe all of the
U.S. federal income tax consequences that may be relevant to you in light of your particular circumstances, including the alternative minimum tax, the Medicare tax on certain investment income and the different consequences that may apply if
you are subject to special rules under U.S. federal income tax law that apply to certain types of investors, such as:
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If a partnership (or any entity or arrangement treated
as a partnership for U.S. federal income tax purposes) holds public shares, the tax treatment of such partnership and a person treated as a partner of such partnership will generally depend on the status of the partner and the activities of the
partnership. Partnerships holding any public shares and persons that are treated as partners of such partnerships should consult their tax advisors as to the particular U.S. federal income tax consequences to them of the exercise of redemption
rights with respect to their public shares.
This discussion is based on the Code, proposed, temporary and final Treasury Regulations
promulgated thereunder, and judicial and administrative interpretations thereof, all as of the date hereof. All of the foregoing is subject to change, which change could apply retroactively and could affect the tax considerations described herein.
The Company has not sought, and does not intend to seek, any rulings from the IRS as to any U.S. federal income tax considerations
described herein. There can be no assurance that the IRS will not take positions inconsistent with the considerations discussed below or that any such positions would not be sustained by a court.
THIS DISCUSSION IS ONLY A SUMMARY OF CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS ASSOCIATED WITH THE EXERCISE OF REDEMPTION RIGHTS
WITH RESPECT TO THE PUBLIC SHARES. EACH HOLDER SHOULD CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH HOLDER OF AN EXERCISE OF REDEMPTION RIGHTS, INCLUDING THE APPLICABILITY AND EFFECTS OF U.S. FEDERAL
NON-INCOME,
STATE AND LOCAL AND
NON-U.S. TAX
LAWS.
U.S. Holders
As used herein,
a U.S. Holder is a beneficial owner of a public share who or that is, for U.S. federal income tax purposes:
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Tax Effects of Exercising Redemption Rights
Generally.
Subject to the discussion
below under the section entitled
PFIC Considerations
, the U.S. federal income tax consequences to a U.S. Holder of public shares that exercises its redemption rights with respect to its public shares to
receive cash in exchange for all or a portion of its public shares will depend on whether the redemption qualifies as a sale of public shares under Section 302 of the Code. If the redemption qualifies as a sale of public shares by a
U.S. Holder, the tax consequences to such U.S. Holder are as described below under the section entitled
Taxation of Redemption Treated as a Sale
. If the redemption does not qualify as a sale of public shares,
a U.S. Holder will be treated as receiving a corporate distribution with the tax consequences to such U.S. Holder as described below under the section entitled
Taxation of Redemption Treated as a
Distribution
.
Whether a redemption of public shares qualifies for sale treatment will depend largely on the total amount of
shares in GTAC held by the redeemed U.S. Holder before and after the redemption (including any shares constructively owned by the U.S. Holder as a result of owning warrants) relative to all of the shares outstanding before and after the
redemption. The redemption of public shares generally will be qualified as a sale of public shares (rather than a corporate distribution) if the redemption (1) is substantially disproportionate with respect to the U.S. Holder,
(2) results in a complete termination of the U.S. Holders interest in GTAC or (3) is not essentially equivalent to a dividend with respect to the U.S. Holder. These tests are explained more fully
below.
In determining whether any of the foregoing tests result in a redemption qualifying for sale treatment, a U.S. Holder takes
into account not only public shares actually owned by the U.S. Holder, but also public shares that are constructively owned by it under certain attribution rules set forth in the Code. A U.S. Holder may constructively own, in addition to
shares owned directly, shares owned by certain related individuals and entities in which the U.S. Holder has an interest or that have an interest in such U.S. Holder, as well as any shares that the U.S. Holder has a right to acquire
by exercise of an option, which would generally include public shares which could be acquired pursuant to the exercise of warrants.
In
order to meet the substantially disproportionate test, the percentage of GTACs outstanding voting shares actually and constructively owned by the U.S. Holder immediately following the redemption of shares of public shares must, among
other requirements, be less than eighty percent (80%) of the percentage of GTACs outstanding voting shares actually and constructively owned by the U.S. Holder immediately before the redemption (taking into account redemptions by other
holders of public shares). For this purpose, voting shares generally means shares that participate in the election of the board of directors. Since the public shares do not participate in the election of the board of directors prior to the initial
business combination, the public shares may not be treated as voting shares for this purpose. Consequently, this substantially disproportionate test may not be applicable.
There will be a complete termination of a U.S. Holders interest if either (1) all of the shares in GTAC actually and
constructively owned by the U.S. Holder are redeemed or (2) all of the shares in GTAC actually owned by the U.S. Holder are redeemed and the U.S. Holder is eligible to waive, and effectively waives in accordance with specific
rules, the attribution of shares owned by certain family members and the U.S. Holder does not constructively own any other shares of GTAC shares (including any shares constructively owned by the U.S. Holder as a result of owning warrants).
The redemption of public shares will not be essentially equivalent to a dividend if the redemption results in a meaningful reduction of the U.S. Holders proportionate interest in GTAC. Whether the redemption will result in a
meaningful reduction in a U.S. Holders proportionate interest in GTAC will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of
a small minority shareholder in a publicly held corporation where such shareholder exercises no control over corporate affairs may constitute such a meaningful reduction.
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If none of the foregoing tests is satisfied, then the redemption of public shares will be
treated as a corporate distribution to the redeemed U.S. Holder and the tax effects to such a U.S. Holder will be as described below under the section entitled
Taxation of Redemption Treated as a
Distribution
. After the application of those rules, any remaining tax basis of the U.S. Holder in the redeemed public shares will be added to the U.S. Holders adjusted tax basis in its remaining shares, or, if it has none,
to the U.S. Holders adjusted tax basis in its warrants or possibly in other shares in GTAC constructively owned by the U.S. Holder.
Taxation of Redemption Treated as a Distribution.
If the redemption of a U.S. Holders public shares is treated as a corporate distribution, as discussed above under the
section entitled
Generally
, the amount of cash received in the redemption generally will constitute a dividend for U.S. federal income tax purposes to the extent paid from GTACs current or accumulated
earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of GTACs current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but
not below zero) the U.S. Holders adjusted tax basis in its shares of public shares on a
per-share
basis. Any remaining excess will be treated as gain realized on the sale of public shares and will
be treated as described below under the section entitled
Taxation of Redemption Treated as a Sale
.
Taxation of
Redemption Treated as a Sale
Subject to the discussion below under the section entitled
PFIC
Considerations
, if the redemption of a U.S. Holders public shares is treated as a sale, as discussed above under the section entitled
Generally
, a U.S. Holder generally will recognize capital
gain or loss in an amount equal to the difference between the amount of cash received in the redemption and the U.S. Holders adjusted tax basis in the public shares redeemed. Any such capital gain or loss generally will be
long-term
capital gain or loss if the U.S. holders holding period for the public shares so disposed of exceeds one year.
Long-term
capital gains recognized by
non-corporate
U.S. Holders generally will be eligible to be taxed at reduced rates. However, it is unclear whether the redemption rights included in the public shares suspends the running of the holding period of a
U.S. Holder while the U.S. Holder holds such public shares. The deductibility of capital losses is subject to limitations.
U.S. Holders who hold different blocks of public shares (including as a result of holding different blocks of public shares purchased or
acquired on different dates or at different prices) should consult their tax advisors to determine how the above rules apply to them.
PFIC
Considerations
Definition of a PFIC
A foreign (
i.e.
,
non-U.S.)
corporation will be classified as a passive foreign investment
company (PFIC) for U.S. federal income tax purposes if either (i) at least 75% of its gross income in a taxable year, including its pro rata share of the gross income of any corporation in which it is considered to own at least
25% of the shares by value, is passive income or (ii) at least 50% of its assets in a taxable year (generally determined based on fair market value and averaged quarterly over the year), including its pro rata share of the assets of any
corporation in which it is considered to own at least 25% of the shares by value, are held for the production of, or produce, passive income. Passive income generally includes dividends, interest, rents and royalties (other than rents or royalties
derived from the active conduct of a trade or business received from unrelated persons) and gains from the disposition of passive assets. The determination of whether a foreign corporation is a PFIC is made annually. Pursuant to a startup
exception, a foreign corporation will not be a PFIC for the first taxable year the foreign corporation has gross income (the startup year) if (1) no predecessor of the foreign corporation was a PFIC; (2) the foreign
corporation satisfies the IRS that it will not be a PFIC for either of the first two taxable years following the startup year; and (3) the foreign corporation is not in fact a PFIC for either of those years.
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PFIC Status of GTAC
Based upon the composition of its income and assets, and upon a review of its financial statements, GTAC believes it was a PFIC for its most
recent taxable year ended on December 31, 2022 and likely will be a PFIC for the current taxable year.
Effects of PFIC Rules on the Redemption
If GTAC has been classified as a PFIC at any time during a U.S. Holders holding period in its public shares, and the
U.S. Holder has not timely made (a) a QEF Election (as defined below) for the first taxable year in which the U.S. Holder owned such public shares or in which GTAC was a PFIC, whichever is later (or a QEF Election along with a purging
election), or an (b) an MTM Election (as defined below) with respect to such public shares, any gain recognized by the U.S. Holder on the redemption of such public shares would be taxed based on a complex set of computational rules
designed to offset the tax deferral with respect to the undistributed earnings of GTAC. Under these rules:
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QEF Election and
Mark-to-Mark
Election
The impact of the PFIC rules on the exercise of the redemption rights by a U.S. Holder will depend on whether the U.S. Holder has
made a timely and effective election to treat GTAC as a qualified electing fund under Section 1295 of the Code for the taxable year that is the first year in the U.S. Holders holding period of public shares during which
GTAC qualified as a PFIC (a QEF Election) or, if in a later taxable year, the U.S. Holder made a QEF Election along with a purging election. A purging election creates a deemed sale of the U.S. Holders public shares at
their then fair market value and requires the U.S. Holder to recognize gain pursuant to the purging election subject to the special PFIC tax and interest charge rules described above. As a result of any such purging election, the
U.S. Holder would increase the adjusted tax basis in its public shares by the amount of the gain recognized and, solely for purposes of the PFIC rules, would have a new holding period in its public shares. U.S. Holders are urged to consult
their tax advisors as to the application of the rules governing purging elections to their particular circumstances.
A
U.S. Holders ability to make a timely and effective QEF Election (or a QEF Election along with a purging election) with respect to GTAC is contingent upon, among other things, the provision by GTAC of a PFIC Annual Information
Statement to such U.S. Holder. GTAC will endeavor to provide PFIC Annual Information Statements, upon written request, to U.S. Holders of public shares with respect to each current and future taxable year for which GTAC determines it
is or has been a PFIC. There is no assurance, however, that GTAC will timely provide such information. A U.S. Holder that has made a timely and effective QEF Election (or a QEF Election along with a purging election) generally would not be
subject to the adverse PFIC rules discussed above but instead would include annually in gross income its pro rata share of the ordinary earnings and net capital gain of GTAC, whether or not such amounts are actually distributed.
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The impact of the PFIC rules on the exercise of the redemption rights by a U.S. Holder
may also depend on whether the U.S. Holder has made a
mark-to-market
election under Section 1296 of the Code. U.S. Holders who hold (actually or
constructively) stock or shares of a foreign corporation that is classified as a PFIC may annually elect to mark such stock or shares to its market value if such stock or shares is marketable stock, generally, stock or shares that are
regularly traded on a national securities exchange that is registered with the SEC, including Nasdaq (an MTM Election). No assurance can be given that the public shares are considered to be marketable stock for purposes of the MTM
Election or whether the other requirements of this election are satisfied. If MTM Election is available and a U.S. Holder has made such election, such U.S. Holder generally will not be subject to the adverse PFIC rules discussed above
under the section entitled
Effects of PFIC Rules on Redemption
but instead, in general, will include as ordinary income each year the excess, if any, of the fair market value of its public shares at the end of its
taxable year over its adjusted basis in its public shares. The U.S. Holder also will recognize an ordinary loss in respect of the excess, if any, of its adjusted basis in its public shares over the fair market value of public shares at the end
of its taxable year (but only to the extent of the net amount of previously included income as a result of the MTM Election). The U.S. Holders basis in its public shares will be adjusted to reflect any such income or loss amounts, and any
further gain recognized on the redemption of its public shares will be treated as ordinary income. However, if the MTM Election is not made by a U.S. Holder with respect to the first taxable year of its holding period for the PFIC stock, then
the adverse PFIC rules discussed above under the section entitled
Effects of PFIC Rules on Redemption
may apply to the redemption of public shares under certain circumstances.
Information Reporting and Backup Withholding
Payments of cash to a U.S. Holder as a result of the redemption of the public shares may be subject to information reporting to the IRS
and possible U.S. backup withholding. Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification number and makes other required certifications, or who is otherwise exempt from backup
withholding and establishes such exempt status.
Backup withholding is not an additional tax. Amounts withheld as backup withholding may
be credited against a U.S. Holders U.S. federal income tax liability, and the U.S. Holder generally may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for
refund with the IRS and furnishing any required information.
Resolution to be Voted Upon
The full text of the resolution to be proposed is as follows:
RESOLVED, as a special resolution, that the Second Amended and Restated Memorandum and Articles of Association of Global Technology
Acquisition Corp. I, in the form attached to the proxy statement as Annex A and incorporated by reference therein, be adopted immediately by the deletion in their entirety of the Amended and Restated Memorandum and Articles of Association of Global
Technology Acquisition Corp. I and the substitution in their place of the Second Amended and Restated Memorandum and Articles of Association.
Required Vote
Approval of the Extension
Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of holders of at least
two-thirds
of the Ordinary Shares who, being present in person (including virtually) or
represented by proxy and entitled to vote thereon and who do so at the Extraordinary General Meeting. Abstentions and broker
non-votes,
while considered present for the purposes of establishing a quorum, will
not count as votes cast at the Extraordinary General Meeting. If the Extension is not approved and the Company does not consummate an initial business combination by April 25, 2023, or by the applicable deadline as may be extended, the Company
will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds
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therefor, redeem 100% of the public shares, at a
per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account,
including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable, and up to $100,000 of interest to pay dissolution expenses) divided by the total number of
then-issued
and outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidating distributions, if any),
subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Board, liquidate and dissolve, subject in each case to the Companys
obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law.
The Initial
Shareholders are expected to vote all Ordinary Shares owned by them in favor of the Extension. On the record date, the Initial Shareholders beneficially owned and were entitled to vote an aggregate 5,000,000 Ordinary Shares all of which are
Class B Ordinary Shares, constituting 20% of the Companys issued and outstanding Ordinary Shares. See the section entitled
Beneficial Ownership of Securities
for additional information regarding the holders of
Class B Ordinary Shares and their respective ownership thereof.
In addition, subject to applicable securities laws (including with
respect to material nonpublic information), the Sponsor, the Companys directors, officers, advisors or any of their respective affiliates may (i) purchase public shares from institutional and other investors (including those who vote, or
indicate an intention to vote, against any of the proposals presented at the Extraordinary General Meeting, or elect to redeem, or indicate an intention to redeem, public shares), (ii) enter into transactions with such investors and others to
provide them with incentives to not redeem their public shares, or (iii) execute agreements to purchase such public shares from such investors or enter into
non-redemption
agreements in the future. In the
event that the Sponsor, the Companys directors, officers, advisors or any of their respective affiliates purchase public shares in situations in which the tender offer rules restrictions on purchases would apply, they (a) would purchase
the public shares at a price no higher than the price offered through the Companys redemption process (i.e., approximately $10.35 per share, based on the amounts held in the Trust Account as of December 31, 2022); (b) would represent in
writing that such public shares will not be voted in favor of approving the Extension; and (c) would waive in writing any redemption rights with respect to the public shares so purchased.
To the extent any such purchases by the Sponsor, the Companys directors, officers, advisors or any of their respective affiliates are
made in situations in which the tender offer rules restrictions on purchases apply, the Company will disclose in a Current Report on Form
8-K
prior to the Extraordinary General Meeting the following:
(i) the number of public shares purchased outside of the redemption offer, along with the purchase price(s) for such public shares; (ii) the purpose of any such purchases; (iii) the impact, if any, of the purchases on the likelihood
that the Extension will be approved; (iv) the identities of the securityholders who sold to the Sponsor, the Companys directors, officers, advisors or any of their respective affiliates (if not purchased on the open market) or the nature
of the securityholders (e.g., 5% security holders) who sold such public shares; and (v) the number of Ordinary Shares for which the Company has received redemption requests pursuant to its redemption offer.
The purpose of such share purchases and other transactions would be to increase the likelihood of (i) otherwise limiting the number of
public shares electing to redeem and (ii) the Companys net tangible assets (as determined in accordance with Rule 3a51(g)(l) of the Exchange Act) being at least $5,000,001.
If such transactions are effected, the consequence could be to cause the Extension to be effectuated in circumstances where such effectuation
could not otherwise occur. Consistent with SEC guidance, purchases of shares by the persons described above would not be permitted to be voted for the Extension at the Extraordinary General Meeting and could decrease the chances that the Extension
would be approved. In addition, if such purchases are made, the public float of the Companys securities and the number of beneficial holders of the Companys securities may be reduced, possibly making it difficult to maintain
or obtain the quotation, listing or trading of the Companys securities on a national securities exchange.
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Interests of the Sponsor and the Companys Directors and Officers
When you consider the recommendation of the Board, you should keep in mind that the Sponsor and the Companys officers and directors have
interests that may be different from, or in addition to, your interests as a shareholder. These interests include, among other things:
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Recommendation
As discussed above, after careful consideration of all relevant factors, the Board has determined that the Extension Proposal is in the best
interests of the Company and its shareholders. The Board has approved and declared advisable the adoption of the Extension Proposal.
THE COMPANYS BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE EXTENSION PROPOSAL. THE COMPANYS BOARD EXPRESSES NO
OPINION AS TO WHETHER YOU SHOULD REDEEM YOUR PUBLIC SHARES.
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PROPOSAL NO. 2THE ADJOURNMENT PROPOSAL
Overview
The Adjournment Proposal, if
adopted, will allow the Companys Board to adjourn the Extraordinary General Meeting to a later date or dates to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection
with, the approval of the Extension Proposal. The Adjournment Proposal will only be presented at the Extraordinary General Meeting if, based on the tabulated votes, there are not sufficient votes at the time of the Extraordinary General Meeting to
approve the Extension Proposal, in which case the Adjournment Proposal will be the only proposal presented at the Extraordinary General Meeting.
Consequences if the Adjournment Proposal is Not Approved
If the Adjournment Proposal is not approved by the Companys shareholders, the Board may not be able to adjourn the Extraordinary General
Meeting to a later date in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Proposal.
Resolution to be Voted Upon
The full
text of the resolution to be proposed is as follows:
RESOLVED, as an ordinary resolution, that the adjournment of the extraordinary
general meeting to a time and place be confirmed by the chairman of the extraordinary general meeting be approved.
Vote Required for Approval
The Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a
majority of the Ordinary Shares who, being present in person (including virtually) or represented by proxy and entitled to vote thereon and who vote at the Extraordinary General Meeting. Abstentions and broker
non-votes,
while considered present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary General Meeting and will have no effect on vote of the Adjournment Proposal.
Recommendation of the Board
As
discussed above, after careful consideration of all relevant factors, the Board has determined that the Adjournment Proposal is in the best interests of the Company and its shareholders. Therefore, if there are insufficient votes for, or otherwise
in connection with, the approval of the Extension Proposal, the Board will approve and declare advisable adoption of the Adjournment Proposal.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ADJOURNMENT PROPOSAL.
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BENEFICIAL OWNERSHIP OF SECURITIES
The following table sets forth information available to the Company as of March 1, 2023, with respect to the Companys Ordinary
Shares held by:
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Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a
security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or will become exercisable within 60 days. Except as described in the footnotes below and
subject to applicable community property laws and similar laws, the Company believes that each person listed below has sole voting and investment power with respect to such shares.
In the table below, percentage ownership is based on 25,000,000 Ordinary Shares outstanding as of March 1, 2023, including 20,000,000
Class A Ordinary Shares and 5,000,000 Class B Ordinary Shares. Voting power represents the combined voting power of Ordinary Shares owned beneficially by such person. On all matters to be voted upon, the holders of the Ordinary Shares vote
together as a single class. The table below does not include any Ordinary Shares underlying the Companys outstanding warrants because such securities are not exercisable within 60 days of March 1, 2023.
Class A Ordinary Shares | Class B Ordinary Shares | Approximate Percentage of Outstanding Ordinary Shares | ||||||||||||||||||
| Number of Shares Beneficially Owned | Approximate Percentage of Class | Number of Shares Beneficially Owned | Approximate Percentage of Class | ||||||||||||||||
| | | 4,880,000 | 97.6 | % | 19.52 | % | |||||||||||||
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| | | 40,000 | 0.8 | % | 0.16 | % | |||||||||||||
| | | 40,000 | 0.8 | % | 0.16 | % | |||||||||||||
| | | 40,000 | 0.8 | % | 0.16 | % | |||||||||||||
| | | 120,000 | 2.4 | % | 0.48 | % | |||||||||||||
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| 1,535,000 | 7.7 | % | | | 6.14 | % | |||||||||||||
| 1,370,338 | 6.9 | % | | | 5.48 | % | |||||||||||||
| 1,183,545 | 5.9 | % | | | 4.73 | % | |||||||||||||
| 1,200,000 | 6.0 | % | | | 4.80 | % | |||||||||||||
| 1,065,367 | 5.3 | % | | | 4.26 | % |
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The Companys Initial Shareholders beneficially own approximately 20.0% of the issued and outstanding ordinary shares and have the right
to elect all of the Companys directors prior to the Companys initial Business Combination as a result of holding all of the Class B Ordinary Shares. Holders of the Companys public shares will not have the right to appoint any
directors to the Companys Board prior to the Companys initial Business Combination. In addition, because of their ownership block, the Companys Initial Shareholders may be able to effectively influence the outcome of all other
matters requiring approval by the Companys shareholders,
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including amendments to the Companys amended and restated memorandum and articles of association and approval of significant corporate transactions.
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If the Extension Proposal is approved and the Extension is implemented, the Company intends to hold an extraordinary general meeting of
shareholders for the purpose of approving its initial business combination and related transactions. The Companys next annual general meeting of shareholders would be held at a future date to be determined by the post
business-combination
company.
If the Extension Proposal is not approved, and the Company does not
consummate an initial business combination by April 25, 2023, or by the applicable deadline as may be extended, then the Company will cease all operations except for the purpose of winding up and there will be no annual general meetings.
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DELIVERY OF DOCUMENTS TO SHAREHOLDERS
For shareholders receiving printed proxy materials, unless the Company has received contrary instructions, the Company may send a single copy
of this proxy statement to any household at which two or more shareholders reside if the Company believes the shareholders are members of the same family. This process, known as householding, reduces the volume of duplicate information
received at any one household and helps to reduce the Companys expenses. However, if shareholders prefer to receive multiple sets of the Companys disclosure documents at the same address this year or in future years, the shareholders
should follow the instructions described below. Similarly, if an address is shared with another shareholder and together both of the shareholders would like to receive only a single set of the Companys disclosure documents, the shareholders
should follow these instructions:
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WHERE YOU CAN FIND MORE INFORMATION
The Company files reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read the
Companys SEC filings, including this proxy statement, over the Internet at the SECs website at
www.sec.gov
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If you
would like additional copies of this proxy statement or if you have questions about the proposals to be presented at the Extraordinary General Meeting, you should contact the Company at the following address and telephone number:
Global Technology Acquisition Corp. I
19 W 24th Street
10th Floor
New York, New York 10010
Telephone: (917) 338-7786
You may also obtain these documents by requesting them in writing or by telephone from the Companys proxy solicitation agent at the
following address and telephone number:
Morrow Sodali LLC
333 Ludlow Street, 5th Floor
Stamford, Connecticut 06902
Telephone: (800)
662-5200
(banks and brokers can call collect at (203)
658-9400)
Email:
GTAC.info@investor.morrowsodali.com
If you are a shareholder of the Company and would like to request documents, please do so by, (one week prior to the Extraordinary General
Meeting), in order to receive them before the Extraordinary General Meeting. If you request any documents from the Company, the Company will mail them to you by first class mail, or another equally prompt means.
* * *
The Board does not know
of any other matters to be presented at the Extraordinary General Meeting. If any additional matters are properly presented at the Extraordinary General Meeting, the persons named in the enclosed proxy card will have discretion to vote the shares
they represent in accordance with their own judgment on such matters.
It is important that your shares be represented at the
Extraordinary General Meeting, regardless of the number of shares that you hold. You are, therefore, urged to execute and return, at your earliest convenience, the enclosed proxy card in the envelope that has also been provided.
THE BOARD OF DIRECTORS
March
24, 2023
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THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS
EXEMPTED COMPANY LIMITED BY SHARES
AMENDED AND RESTATED
MEMORANDUM AND ARTICLES OF ASSOCIATION
OF
GLOBAL TECHNOLOGY
ACQUISITION CORP. I
(ADOPTED BY SPECIAL RESOLUTION DATED [
●
] 2023 AND EFFECTIVE ON [
●
]
2023)
A-1
THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS
EXEMPTED COMPANY LIMITED BY SHARES
AMENDED AND RESTATED
MEMORANDUM AND ARTICLES OF ASSOCIATION
OF
GLOBAL TECHNOLOGY
ACQUISITION CORP. I
(ADOPTED BY SPECIAL RESOLUTION DATED [
●
] 2023 AND EFFECTIVE ON [
●
] 2023)
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The above information was disclosed in a filing to the SEC. To see the filing, click here.
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