ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) | |||
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Trading Symbol(s) |
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one-half of one redeemable warrant |
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Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
Emerging growth company |
Auditor PCAOB ID Number: |
Auditor Name: |
Auditor Location: |
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• | “Class A Ordinary Shares” are to the Class A ordinary shares, par value $0.0001 per share, of the Company; |
• | “Class B Ordinary Shares” are to the Class B ordinary shares, par value $0.0001 per share, of the Company; |
• | “Business Combination” are to the Company’s prospective merger with an alternative business; |
• | “Completion Window” are to the period following the completion of our Initial Public Offering at the end of which, if we have not completed our initial Business Combination, we will 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 us to pay our taxes , if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and certain conditions and as further described herein. The Completion Window ends April 25, 2023 or 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 $2,000,000 for each three month extension, into the Trust Account, or as extended by the Company’s shareholders in accordance with our amended and restated memorandum and articles of association; |
• | “Initial Shareholders” are to the Sponsor, Gabriel Silva, Robert Perdue and Juan Villalonga; |
• | “Founder Shares” are to the Class B Ordinary Shares initially issued to our Sponsor in a private placement prior to our Initial Public Offering and the Class A Ordinary Shares that will be issued upon the automatic conversion of the Class B Ordinary Shares at the time of our initial Business Combination or earlier at the option of the holders thereof (for the avoidance of doubt, such Class A Ordinary Shares will not be “public shares”); |
• | “Initial Public Offering” are to the Company’s initial public offering of Units; |
• | “Ordinary Shares” are to the Class A Ordinary Shares and the Class B Ordinary Shares; |
• | “Private Placement Warrants” are to the warrants issued to our Sponsor in a private placement simultaneously with the closing of our Initial Public Offering and upon conversion of working capital loans, if any; |
• | “public shares” are to the Class A Ordinary Shares sold as part of the Units in our Initial Public Offering (whether purchased in our Initial Public Offering or thereafter in the open market); |
• | “public shareholders” are to the holders of our public shares, including our Sponsor and management team to the extent our Sponsor and/or members of our management team purchase public shares, provided that our Sponsor’s and each member of our management team’s status as a “public shareholder” will only exist with respect to such public shares; |
• | “Sponsor” are to Global Technology Acquisition I Sponsor LP, a Cayman Island exempted limited partnership; |
• | “Trust Account” are to the trust account established for the benefit of the Company’s public shareholders maintained by Continental Stock Transfer & Trust Company, acting as trustee, in which proceeds from the Initial Public Offering and sale of Private Placement Warrants are held; |
• | “Units” are to the units sold in the Initial Public Offering, consisting of Class A Ordinary Shares and warrants to purchase one-half of one Class A Ordinary Share; and |
• | “we,” “us,” “our,” “the Company” or “our company” are to Global Technology Acquisition Corp. I, a Cayman Islands exempted company, or where applicable, members of our management team. |
• | our ability to select an appropriate target business or businesses; |
• | our ability to complete our initial Business Combination; |
• | our expectations around the performance of a prospective target business or businesses; |
• | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial Business Combination; |
• | our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial Business Combination; |
• | our potential ability to obtain additional financing to complete our initial Business Combination; |
• | our pool of prospective target businesses; |
• | our ability to consummate an initial Business Combination due to the uncertainty resulting from the recent COVID-19 pandemic; |
• | the ability of our officers and directors to generate a number of potential Business Combination opportunities; |
• | our public securities’ potential liquidity and trading; |
• | the lack of a market for our securities; |
• | the use of proceeds not held in the Trust Account or available to us from interest income on the Trust Account balance; |
• | the Trust Account not being subject to claims of third parties; or |
• | our future financial performance. |
Item 1. |
Business |
• | subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial Business Combination; and |
• | cause us to depend on the marketing and sale of a single product or limited number of products or services. |
• | we issue Ordinary Shares that will be equal to or in excess of 20% of the number of our Ordinary Shares then-outstanding (other than in a public offering); |
• | any of our directors, officers or substantial security holder (as defined by the Nasdaq rules) has a 5% or greater interest, directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of Ordinary Shares could result in an increase in issued and outstanding Ordinary Shares or voting power of 1% or more (or 5% or more if the related party involved is classified as such solely because such person is a substantial security holder); or |
• | the issuance or potential issuance of Ordinary Shares will result in our undergoing a change of control. |
• | the timing of the transaction, including in the event we determine shareholder approval would require additional time and there is either not enough time to seek shareholder approval or doing so would place the company at a disadvantage in the transaction or result in other additional burdens on the company; |
• | the expected cost of holding a shareholder vote; |
• | the risk that the shareholders would fail to approve the proposed Business Combination; |
• | other time and budget constraints of the company; and |
• | additional legal complexities of a proposed Business Combination that would be time-consuming and burdensome to present to shareholders. |
• | conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and |
• | file proxy materials with the SEC. |
• | conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and |
• | file tender offer documents with the SEC prior to completing our initial Business Combination which contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. |
Redemptions in connection with Our Initial Business Combination |
Other Permitted Purchases of Public Shares by Our Affiliates |
Redemption if We Fail to Complete an Initial Business Combination | ||||
Impact to remaining shareholders |
The redemptions in connection with our initial Business Combination will reduce the book value per share for our remaining shareholders, who will bear the burden of the deferred underwriting commissions and taxes payable. | If the permitted purchases described above are made, there would be no impact to our remaining shareholders because the purchase price would not be paid by us. | The redemption of our public shares if we fail to complete our initial Business Combination will reduce the book value per share for the shares held by our sponsor, who will be our only remaining shareholder after such redemptions. |
Item 1A. |
Risk Factors |
• | our ability to select an appropriate target business or businesses; |
• | our ability to complete our initial Business Combination; |
• | our expectations around the performance of a prospective target business or businesses; |
• | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial Business Combination; |
• | our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial Business Combination; |
• | our potential ability to obtain additional financing to complete our initial Business Combination; |
• | our pool of prospective target businesses; |
• | our ability to consummate an initial Business Combination due to the uncertainty resulting from the recent COVID-19 pandemic; |
• | the ability of our officers and directors to generate a number of potential Business Combination opportunities; |
• | our public securities’ potential liquidity and trading; |
• | the lack of a market for our securities; |
• | the use of proceeds not held in the Trust Account or available to us from interest income on the Trust Account balance; |
• | the Trust Account not being subject to claims of third parties; or |
• | our future financial performance. |
• | default and foreclosure on our assets if our operating revenues after an initial Business Combination are insufficient to repay our debt obligations; |
• | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
• | our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand; |
• | our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding; |
• | our inability to pay dividends on our Class A Ordinary Shares; |
• | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A Ordinary Shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; |
• | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
• | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and |
• | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. |
• | solely dependent upon the performance of a single business, property or asset; or |
• | dependent upon the development or market acceptance of a single or limited number of products, processes or services. |
• | a limited availability of market quotations for our securities; |
• | reduced liquidity for our securities; |
• | a determination that our Class A Ordinary Shares are a “penny stock” which will require brokers trading in our Class A Ordinary Shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; |
• | a limited amount of news and analyst coverage; and |
• | a decreased ability to issue additional securities or obtain additional financing in the future. |
• | restrictions on the nature of our investments; and |
• | restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial Business Combination |
• | registration as an investment company with the SEC; |
• | adoption of a specific form of corporate structure; and |
• | reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently not subject to. |
• | may significantly dilute the equity interest of investors in the Initial Public Offering, which dilution would increase if the anti-dilution provisions in the Class B Ordinary Shares resulted in the issuance of Class A Ordinary Shares on a greater than one-to-one |
• | may subordinate the rights of holders of Class A Ordinary Shares if preference shares are issued with rights senior to those afforded our Class A Ordinary Shares; |
• | could cause a change in control if a substantial number of Class A Ordinary Shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; |
• | may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; |
• | may adversely affect prevailing market prices for our Units, Class A Ordinary Shares and/or warrants; and |
• | may not result in adjustment to the exercise price of our warrants. |
• | we have a board that includes a majority of “independent directors,” as defined under the rules of the Nasdaq; and |
• | we have a compensation committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities. |
• | costs and difficulties inherent in managing cross-border business operations; |
• | rules and regulations regarding currency redemption; |
• | complex corporate withholding taxes on individuals; |
• | laws governing the manner in which future Business Combinations may be effected; |
• | exchange listing and/or delisting requirements; |
• | tariffs and trade barriers; |
• | regulations related to customs and import/export matters; |
• | local or regional economic policies and market conditions; |
• | unexpected changes in regulatory requirements; |
• | longer payment cycles; |
• | tax issues, such as tax law changes and variations in tax laws as compared to the U.S.; |
• | currency fluctuations and exchange controls; |
• | rates of inflation; |
• | challenges in collecting accounts receivable; |
• | cultural and language differences; |
• | employment regulations; |
• | underdeveloped or unpredictable legal or regulatory systems; |
• | corruption; |
• | protection of intellectual property; |
• | social unrest, crime, strikes, riots and civil disturbances; |
• | regime changes and political upheaval; |
• | terrorist attacks, natural disasters and wars; and |
• | deterioration of political relations with the U.S. |
Item 1B. |
Unresolved Staff Comments |
Item 2. |
Properties |
Item 3. |
Legal Proceedings |
Item 4. |
Mine Safety Disclosures |
Item 5. |
Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities |
Item 6. |
[Reserved]. |
Item 7. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
• | may significantly dilute the equity interest of investors in the Initial Public Offering, which dilution would increase if the anti-dilution provisions in the Class B Ordinary Shares resulted in the issuance of Class A Ordinary Shares on a greater than one-to-one |
• | may subordinate the rights of holders of Class A Ordinary Shares if preference shares are issued with rights senior to those afforded our Class A Ordinary Shares; |
• | could cause a change in control if a substantial number of our Class A Ordinary Shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; |
• | may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; |
• | may adversely affect prevailing market prices for our Units, Class A Ordinary Shares and/or warrants; and may not result in adjustment to the exercise price of our warrants |
• | default and foreclosure on our assets if our operating revenues after an initial Business Combination are insufficient to repay our debt obligations; |
• | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
• | our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand; |
• | our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding; |
• | our inability to pay dividends on our Class A Ordinary Shares; |
• | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A Ordinary Shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; |
• | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
• | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and |
• | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. |
• | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
• | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
• | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
December 31, 2021 |
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Class A |
Class B |
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Numerator: |
||||||||
Basic and diluted net income per Ordinary Share: |
||||||||
Allocation of income – basic and diluted |
$ | 2,050,000 | $ | 2,296,000 | ||||
Denominator: |
||||||||
Basic and diluted weighted average Ordinary Shares: |
4,986,000 | 4,452,000 | ||||||
Basic and diluted net income per Ordinary Share |
$ | 0.46 | $ | 0.46 |
• | our ability to complete our initial Business Combination; |
• | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial Business Combination; |
• | our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial Business Combination, as a result of which they would then receive expense reimbursements; |
• | our potential ability to obtain additional financing to complete our initial Business Combination; |
• | our pool of prospective target businesses; |
• | the ability of our officers and directors to generate a number of potential acquisition opportunities; |
• | our public securities’ potential liquidity and trading; |
• | the lack of a market for our securities; |
• | the use of proceeds not held in the Trust Account or available to us from interest income on the Trust Account balance; or |
• | our financial performance. |
Gross proceeds of Initial Public Offering |
$ | 200,000,000 | ||
Less: Proceeds allocated to Public Warrants |
(7,900,000 | ) | ||
Offering costs |
(11,234,000 | ) | ||
Plus: Accretion of carrying value to redemption value |
23,134,000 | |||
|
|
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Class A Ordinary Shares subject to redemption |
$ | 204,000,000 | ||
|
|
Item 7A. |
Quantitative and Qualitative Disclosures about Market Risk |
Item 8. |
Financial Statements and Supplementary Data |
Item 9. |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. |
Item 9A. |
Controls and Procedures. |
Item 9B. |
Other Information |
Item 9C. |
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections |
Item 10. |
Directors, Executive Officers and Corporate Governance |
Name |
Age |
Title | ||
Fabrice Grinda | 47 | Executive Chairman and Director | ||
Arnau Porto Dolc | 36 | Chief Executive Officer and Director | ||
Claudia Gast | 38 | Chief Financial Officer, Secretary and Director | ||
Jeffrey Weinstein | 32 | Chief Strategy Officer | ||
Robert Perdue | 55 | Director | ||
Gabriel Silva | 42 | Director | ||
Juan Villalonga | 68 | Director | ||
Michael Zeisser | 56 | Director |
• | meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems; |
• | monitoring the independence of the independent registered public accounting firm; |
• | verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; |
• | inquiring and discussing with management our compliance with applicable laws and regulations; |
• | pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed; |
• | appointing or replacing the independent registered public accounting firm; |
• | determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; |
• | establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; |
• | monitoring compliance on a quarterly basis with the terms of our Initial Public Offering and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance with the terms of our Initial Public Offering; and |
• | reviewing and approving all payments made to our existing shareholders, executive officers or directors and their respective affiliates. Any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval. |
• | should have demonstrated notable or significant achievements in business, education or public service; |
• | should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and |
• | should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders. |
• | reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; |
• | reviewing and approving the compensation of all of our other Section 16 executive officers; |
• | reviewing our executive compensation policies and plans; |
• | implementing and administering our incentive compensation equity-based remuneration plans; |
• | assisting management in complying with our proxy statement and annual report disclosure requirements; |
• | approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; |
• | producing a report on executive compensation to be included in our annual proxy statement; and |
• | reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. |
Item 11. |
Executive Compensation |
Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
• | each person known by us to be the beneficial owner of more than 5% of our outstanding Ordinary Shares; |
• | each of our executive officers and directors that beneficially owns our Ordinary Shares; and |
• | all our executive officers and directors as a group. |
Class A Ordinary Shares |
Class B Ordinary Shares |
Approximate |
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Name and Address of Beneficial Owner (1) |
Number of Shares Beneficially Owned |
Approximate Percentage of Class |
Number of Shares Beneficially Owned |
Approximate Percentage of Class |
Percentage of Outstanding Ordinary Shares |
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Global Technology Acquisition I Sponsor LP (our Sponsor)(2)(3) |
— | — | 4,880,000 | 97.6 | % | 19.52 | % | |||||||||||||
Arnau Porto Dolc (3) |
— | — | — | — | — | |||||||||||||||
Fabrice Grinda (3) |
— | — | — | — | — | |||||||||||||||
Claudia Gast (3) |
— | — | — | — | — | |||||||||||||||
Jeffery Weinstein (3) |
— | — | — | — | — | |||||||||||||||
Michael Zeisser (4) |
— | — | — | — | — | |||||||||||||||
Robert Perdue (4) |
— | — | 40,000 | 0.8 | % | 0.16 | % | |||||||||||||
Gabriel Silva (4) |
— | — | 40,000 | 0.8 | % | 0.16 | % | |||||||||||||
Juan Villalonga (4) |
— | — | 40,000 | 0.8 | % | 0.16 | % | |||||||||||||
All directors and executive officers as a group (8 individuals) (2) |
— | — | 120,000 | 2.4 | % | 0.48 | % | |||||||||||||
Other 5% Stockholders |
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Sculptor Capital LP (5) |
1,400,000 | 7.0 | % | — | — | 5.6 | % | |||||||||||||
683 Capital Management, LLC (6) |
1,535,000 | 7.7 | % | — | — | 6.1 | % | |||||||||||||
Saba Capital Management, L.P. (7) |
1,370,338 | 6.9 | % | — | — | 5.5 | % | |||||||||||||
Maverick Capital, Ltd. (8) |
1,200,000 | 6.0 | % | — | — | 4.8 | % |
(1) | Unless otherwise noted, the business address of each of our shareholders is 19 West 24th St., 10th Floor, New York, New York 10010. |
(2) | Interests shown consist solely of Founder Shares, classified as Class B Ordinary Shares. Such shares are convertible into Class A Ordinary Shares on a one-for-one |
(3) | The shares reported in the table above are held in the name of our Sponsor. Global Technology Acquisition I Sponsor GP Ltd. is the general partner of our Sponsor and has voting and investment discretion with respect to the Ordinary Shares held of record by our Sponsor. Arnau Porto, Fabrice Grinda, Claudia Gast and Jeffery Weinstein are the directors of Global Technology Acquisition I Sponsor GP Ltd. Each director has one vote, and the approval of three of the four directors is required to approve an action of Global Technology Acquisition I Sponsor GP Ltd. Under the so-called “rule of three,” if voting and dispositive decisions regarding an entity’s securities are made by two or more individuals, and a voting and dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity’s securities. This is the situation with regard to Global Technology Acquisition I Sponsor GP Ltd. Based upon the foregoing analysis, no individual director of Global Technology Acquisition I Sponsor GP Ltd. exercises voting or dispositive control over any of the securities held by Global Technology Acquisition I Sponsor GP Ltd. even those in which he or she directly holds a pecuniary interest. Accordingly, none of them will be deemed to have or share beneficial ownership of such shares. Arnau Porto, Fabrice Grinda, Claudia Gast and Jeffery Weinstein, individually and together with their controlled affiliates, including FJ Labs, along with Martial Eagle Fund LP and Martial Eagle Special Opportunities Fund I LP (each of Martial Eagle Fund LP and Martial Eagle Special Opportunities Fund I LP (together, “Martial Eagle”) is managed by Erez Kalir), collectively, own 75% of the interests of the Sponsor holding our Class B Ordinary Shares. Moreover, Arnau Porto, Fabrice Grinda, Claudia Gast and Jeffery Weinstein, individually and together with their controlled affiliates, including FJ Labs, collectively, own 73% of the interests of the Sponsor holding the Private Placement Warrants and have provided 36% of capital for the purchase of our Private Placement Warrants (not assuming the exercise of the underwriters’ overallotment option) and Martial Eagle owns 12% of the interests of the Sponsor holding the Private Placement Warrants and have provided 37% of capital for the purchase of our Private Placement Warrants (not assuming the exercise of the underwriters’ overallotment option). Additionally, each of our officers, directors and strategic advisors is, directly or indirectly, a member of our Sponsor or have direct or indirect economic interests in our Sponsor, and each of them disclaims any beneficial ownership of any shares held by our Sponsor except to the extent of his or her ultimate pecuniary interest. |
(4) | Each of our independent directors is, directly or indirectly, a member of our Sponsor or has direct or indirect economic interests in our Sponsor, and each of them disclaims any beneficial ownership of any shares held by our Sponsor except to the extent of his or her ultimate pecuniary interest. |
(5) | According to a Schedule 13G filed on October 28, 2021, Sculptor Capital LP acquired 1,400,000 Class A Ordinary Shares. The business address for the reporting persons is 9 West 57th Street, New York, New York 10019. |
(6) | According to a Schedule 13G filed on November 1, 2021, 683 Capital Management, LLC acquired 1,400,000 Class A Ordinary Shares. The business address for the reporting persons is 3 Columbus Circle, Suite 2205, New York, NY 10019. |
(7) | According to a Schedule 13G filed on January 31, 2022, Saba Capital management, L.P. acquired 1,370,338 Class A Ordinary Shares. The business address for the reporting persons is 405 Lexington Avenue, 58th Floor, New York, New York 10174. |
(8) | According to a Schedule 13G filed on February 14, 2022, Maverick Capital, Ltd. acquired 1,200,000 Class A Ordinary Shares. The business address for the reporting persons is 9 1900 N. Pearl Street, 20th Floor, Dallas, Texas 75201. |
Item 13. |
Certain Relationships and Related Transactions, and Director Independence |
Item 14 . |
Principal Accountant Fees and Services. |
Page |
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F-1 |
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F-2 |
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F-3 |
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F-4 |
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F-5 |
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F-6 |
* | Filed herewith. |
** | Furnished herewith. |
(1) | Incorporated by reference to the Company’s Form S-1, filed with the SEC on July 12, 2021. |
(2) | Incorporated by reference to the Company’s Form S-1/A, filed with the SEC on October 4, 2021. |
(3) | Incorporated by reference to the Company’s Form 8-K, filed with the SEC on October 25, 2021. |
Item 16. Form 10-K Summary |
ASSETS |
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Current assets - |
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Cash |
$ | |||
Prepaid expenses and other assets |
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Total current assets |
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Non-current asset – Cash held in Trust Account |
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Total assets |
$ | |||
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LIABILITIES AND SHAREHOLDERS’ DEFICIT |
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Current liabilities - |
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Accounts payable |
$ | |||
Accrued liabilities |
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|||
Total current liabilities |
||||
Other liabilities – |
||||
Warrant liability |
||||
Deferred underwriting compensation |
||||
|
|
|||
Total liabilities |
||||
Commitments and contingencies |
||||
Class A ordinary shares subject to possible redemption; |
||||
Shareholders’ deficit: |
||||
Preferred shares, $ |
||||
Class A ordinary shares, $ - |
||||
Class B ordinary shares, $ |
||||
Additional paid-in-capital |
||||
Accumulated deficit |
( |
) | ||
|
|
|||
Total shareholders’ deficit |
( |
) | ||
|
|
|||
Total liabilities and shareholders’ deficit |
$ | |||
|
|
For the period from February 9, 2021 (inception) to December 31, 2021 |
||||
General and administrative expenses |
$ | |||
|
|
|||
Loss from operations |
( |
) | ||
Other income (expense): |
||||
Interest income on Trust Account |
||||
Warrant liability issuance costs |
( |
) | ||
Change in fair value of warrant liability |
||||
|
|
|||
Income before provision for income tax |
||||
Provision for income tax |
||||
|
|
|||
Net income |
$ | |||
|
|
|||
Weighted average Class A ordinary shares outstanding—basic and diluted |
||||
|
|
|||
Net income per Class A ordinary share – basic and diluted |
$ | |||
|
|
|||
Weighted average Class B ordinary shares outstanding – basic and diluted |
||||
|
|
|||
Net loss per Class B ordinary share – basic and diluted |
$ | |||
|
|
Class B Ordinary Shares(1)(2) |
Additional Paid-in Capital |
Accumulated Deficit |
Total Shareholders’ Deficit |
|||||||||||||||||
Shares |
Amount |
|||||||||||||||||||
Balance, February 9, 2021 (inception) |
$ | $ | $ | $ | ||||||||||||||||
Issuance of Class B ordinary shares to Sponsor at approximately $ |
— | |||||||||||||||||||
Forfeiture of Class B ordinary shares by Sponsor underwriters’ partial exercise of its over -allotment option. |
( |
) | ||||||||||||||||||
Proceeds from sale of |
— | — | ||||||||||||||||||
Accretion for Class A ordinary shares subject to redemption to redemption amount |
( |
) | ( |
) | ( |
) | ||||||||||||||
Net income |
— | — | — | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance, December 31, 2021 |
$ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
For the period from February 9, 2021 (inception) to December 31, 2021 |
||||
Cash flows from operating activities: |
||||
Net income |
$ | |||
Adjustments to reconcile net loss to net cash used in operating activities: |
||||
Payment by founders of formation costs |
||||
Interest income retained in Trust Account |
( |
) | ||
Warrant liability issuance costs |
||||
Change in fair value of warrant liability |
( |
) | ||
Changes in operating assets and liabilities: |
||||
Increase in prepaid expenses |
( |
) | ||
Increase in accounts payable (excluding offering costs of $ |
||||
Increase in accrued liabilities |
||||
|
|
|||
Net cash used in operating activities |
( |
) | ||
|
|
|||
Cash flows from investing activities: |
||||
Cash deposited in Trust Account |
( |
) | ||
|
|
|||
Net cash used in investing activities |
( |
) | ||
|
|
|||
Cash flows from financing activities: |
||||
Proceeds from Note payable to Sponsor |
|
|
| |
Proceeds from sale of Units to the public |
||||
Proceeds from sale of Private Placement Warrants |
||||
Payment of underwriting discounts |
( |
) | ||
Payment of offering costs |
( |
) | ||
Payment of Note payable to Sponsor |
( |
) | ||
|
|
|||
Net cash provided by financing activities |
||||
|
|
|||
Net increase in cash |
||||
Cash at beginning of period |
||||
|
|
|||
Cash at end of period |
$ | |||
|
|
|||
Supplemental disclosure of non-cash financing activities: |
||||
Deferred underwriters’ compensation |
$ | |||
|
|
|||
Offering costs included in accounts payable |
$ | |||
|
|
December 31, 2021 |
||||||||
Class A |
Class B |
|||||||
Numerator: |
||||||||
Basic and diluted net income per ordinary share: |
||||||||
Allocation of income – basic and diluted |
$ | $ | ||||||
Denominator: |
||||||||
Basic and diluted weighted average ordinary shares: |
||||||||
Basic and diluted net income per ordinary share |
$ | $ |
• | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
• | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
• | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
Gross proceeds of Public Offering |
$ | |||
Less: Proceeds allocated to Public Warrants |
( |
) | ||
Offering costs |
( |
) | ||
Plus: Accretion of carrying value to redemption value |
||||
|
|
|||
Class A ordinary shares subject to redemption |
$ | |||
|
|
Description |
Carrying value at December 30, 202 1 |
Gross Unrealized Holding Gains |
Quoted Price Prices in Active Markets (Level 1) |
|||||||||
Assets: |
||||||||||||
Money market funds |
$ | $ | — | $ |
Description |
December 31, 2021 |
Quoted Prices in Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
||||||||||||
Warrant Liabilities: |
||||||||||||||||
Public Warrants |
$ | $ | $ | $ | ||||||||||||
Private Placement Warrants |
$ | $ | $ | $ | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Warrant liability at December 31, 2021 |
$ | $ | $ | $ | ||||||||||||
|
|
|
|
|
|
|
|
At October 25, 2021 (Initial Measurement) |
||||
Stock price |
$ | |||
Strike price |
$ | |||
Term (in years) |
||||
Volatility |
% | |||
Risk-free rate |
% | |||
Dividend yield |
% | |||
Probability of acquisition |
% | |||
Fair value of warrants |
$ |
Description |
October 25, 2021 |
Quoted Prices in Active Markets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
||||||||||||
Warrant Liabilities : |
||||||||||||||||
Public Warrants |
$ | $ | $ | $ | ||||||||||||
Private Placement Warrants |
$ | $ | $ | |
$ | |||||||||||
Warrant liability at October 25, 2021 |
$ | $ | ||||||||||||||
Warrant Liabilities |
Public Warrants |
Private Placement |
||||||||||
Fair value at January 1, 2021 |
||||||||||||
Initial measurement on October 25, 2021 |
$ | $ | $ | |||||||||
Change in valuation inputs or other assumptions |
( |
) | ( |
) | ( |
) | ||||||
Fair value as of December 31, 2021 |
$ | $ | $ | |||||||||
March 16, 2022 | Global Technology Acquisition Corp. I | |||||
By: | /s/ Arnau Porto Dolc | |||||
Name: | Arnau Porto Dolc | |||||
Title: | Chief Executive Officer | |||||
(Principal Executive Officer) |
Name |
Position |
Date | ||
/s/ Arnau Porto Dolc |
Chief Executive Officer and Director | March 16, 2022 | ||
Arnau Porto Dolc | (Principal Executive Officer) |
|||
/s/ Claudia Gast |
Chief Financial Officer, Secretary and Director | March 16, 2022 | ||
Claudia Gast | (Principal Financial and Accounting Officer) |
|||
/s/ Fabrice Grinda |
Executive Chairman and Director | March 16, 2022 | ||
Fabrice Grinda | ||||
/s/ Michael Zeisser |
Director | March 16, 2022 | ||
Michael Zeisser | ||||
/s/ Robert Perdue |
Director | March 16, 2022 | ||
Robert Perdue | ||||
/s/ Gabriel Silva |
Director | March 16, 2022 | ||
Gabriel Silva | ||||
/s/ Juan Villalonga |
Director | March 16, 2022 | ||
Juan Villalonga |