Form 424B4 Global Technology Acquisition
Filed in accordance with Rule 424 (b) (4)
Registration number 333-257861 and 333-260400
Global Technology Acquisition Corp. I
Global Technology Acquisition Corp. I is a Cayman Islands incorporated exempt check company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or business combination similar with one or more companies or entities, which we call our initial business combination. We have not selected any business combination target and we have not, or anyone on our behalf, entered into substantive discussions, directly or indirectly, with a business combination target. We will not be limited to any particular industry or geographic region in our identification and acquisition of a target company.
This is an initial public offering of our securities. Each unit has an offering price of $ 10.00 and consists of one Class A common share and one redeemable half warrant. Each whole warrant entitles its holder to purchase one Class A common share at a price of $ 11.50 whole share, subject to the adjustments, terms and limits described herein. The warrants may be exercised no later than 30 days after the completion of our initial business combination and 12 months from the closing of this offering, and will expire five years after the completion of our initial business combination or more. early upon redemption or liquidation, as described in this prospectus. Subject to the terms described in this prospectus, we may redeem the Warrants after the Warrants are exercisable. The Underwriters have an option of 45 days from the date of this prospectus to purchase up to 2,625,000 additional Units to cover over-allotments, if any.
We will offer our public shareholders the option of repurchasing all or part of their Class A common shares upon completion of our initial business combination, at a price per share, payable in cash, equal to the total amount then on deposit in the trust account described below, calculated from two business days before the completion of our initial business combination, including interest earned on funds held in the trust account (net of taxes payable), divided by the number of then outstanding Class A common securities which have been sold under the units of this offering, which we collectively refer to as our public shares, subject to the limitations described herein. If we have not completed our initial business combination within 18 months of closing this offer (or up to 24 months from closing this offer if, under certain conditions, we extend the time period to complete a business combination as further described in this prospectus), we will redeem 100% of the public shares at a price per share, payable in cash, equal to the total amount then deposited in the trust account, including interest earned on funds held in the trust account (net of taxes payable and less up to $ 100,000 of interest to pay dissolution costs), divided by the number of public shares then outstanding, subject to applicable laws and certain conditions described herein.
Our sponsor, Global Technology Acquisition I Sponsor LP, has committed to purchase 9,500,000 warrants (or 10,550,000 warrants if the underwriters over-allotment option is exercised in full), each exercisable for purchase one Class A common share at $ 11.50 the whole share, subject to adjustment, at a price of $ 1.00 per warrant ($ 9,500,000 in total, or $ 10,550,000 if the (over-allotment option is fully exercised), within the framework of a private placement to take place at the same time as the closing of this placement.
Our original shareholders currently hold 5,031,250 Class B common shares, of which up to 656,250 are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised. Class B common shares will automatically convert into Class A common shares upon our initial business combination or earlier at the option of their holders, as described herein. Prior to our initial business combination, only holders of our Class B common shares will be entitled to vote on the appointment of directors. On any other matter put to the vote of our shareholders, holders of Class B common shares and holders of Class A common shares vote together as one class, except as required by law or applicable NASDAQ Global rules. Market, or “NASDAQ”, then in effect.
Currently, there is no public market for our securities. We will apply to list our units on NASDAQ under the symbol “GTACU”. We anticipate that the Class A common shares and the warrants comprising the Units will begin to trade separately on NASDAQ under the symbols “GTAC” and “GTACW”, respectively, on the 52nd day following the date of this prospectus (or, if that date is not a business day, the next business day) unless the Underwriters authorize separate trading earlier and we have satisfied certain conditions. We cannot guarantee that our securities will be approved for listing on the NASDAQ.
We are an “emerging growth company” and a “small reporting company” under applicable federal securities laws and will be subject to reduced public company reporting requirements.
Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined whether this prospectus is true or complete. Any statement to the contrary is a criminal offense.
|Public offer price||$||10:00 a.m.||$||175,000,000|
|Subscription discounts and commissions(1)||$||0.55||$||9,625,000|
|Product, before expenses, to us||$||9.45||$||165,375,000|
Includes $ 0.35 per Unit, or $ 6,125,000 in total (or $ 7,043,750 in aggregate if the Underwriters’ Over-Allotment Option is exercised in full), payable to the Underwriters for the deferred subscription commissions to be placed in a trust account located in the United States as described herein and communicated to the Underwriters only upon completion of an initial business combination. See also “Subscription” for a description of the compensation payable to the Underwriters.
Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $ 178,500,000, or $ 205,275,000 if the underwriters’ over-allotment option is exercised in full (10 , $ 20 per unit in both cases), will be deposited into a US-based trust account at Citibank NA, NY with Continental Stock Transfer & Trust Company acting as trustee, and $ 2.5 million will be available to pay the fees and expenses related to this offer and for the working capital following this offer.
The underwriters offer the units for sale on a firm commitment basis. The Underwriters expect to deliver the Units to the purchasers on or about October 25, 2021.
Goldman Sachs & Co. LLC
20 October 2021