|
Massachusetts
|
| |
83-2860149
|
|
|
(State or Other Jurisdiction of
Incorporation or Organization) |
| |
(I.R.S. Employer Identification No.)
|
|
| Large accelerated filer | | | ☐ | | | Accelerated filer | | | ☒ | |
| Non-accelerated filer | | | ☐ | | | Smaller reporting company | | | ☒ | |
| | | | | | | Emerging growth company | | | ☒ | |
CALCULATION OF REGISTRATION FEE
|
| ||||||||||||||||||||||||
Title of Each Class of Securities to be Registered
|
| |
Amount
to be Registered(1) |
| |
Proposed
Maximum Offering Price Per Share |
| |
Proposed
Maximum Aggregate Offering Price |
| |
Amount of
Registration Fee(2) |
| ||||||||||||
Primary Offering | | | | | | ||||||||||||||||||||
Common stock, par value $0.0001 per share (“common stock”)
|
| | | | 5,500,000 | | | | | $ | 9.26(3) | | | | | $ | 50,930,000(3) | | | | | $ | 6,173 | | |
Common stock underlying warrants
|
| | | | 8,693,334(4) | | | | | $ | 11.50(5) | | | | | $ | 99,973,341 | | | | | $ | 12,117 | | |
Secondary Offering | | | | | | ||||||||||||||||||||
Common stock
|
| | | | 6,082,646(6) | | | | | $ | 9.26(3) | | | | | $ | 56,325,302(3) | | | | | $ | 6,827 | | |
Common stock underlying warrants
|
| | | | 8,693,334 | | | | | $ | 9.26(3) | | | | | $ | 80,500,273 | | | | | $ | 9,757 | | |
Warrants to purchase common stock
|
| | | | 8,693,334(7) | | | | | | — | | | | | | — | | | | | | —(8) | | |
Total
|
| | | | | | | | | | | | | | | $ | 287,728,916 | | | | | $ | 34,874 | | |
|
| | | | | ii | | | |
| | | | | iii | | | |
| | | | | iv | | | |
| | | | | 1 | | | |
| | | | | 2 | | | |
| | | | | 4 | | | |
| | | | | 13 | | | |
| | | | | 14 | | | |
| | | | | 20 | | | |
| | | | | 21 | | | |
| | | | | 25 | | | |
| | | | | 30 | | | |
| | | | | 30 | | | |
| | | | | 31 | | | |
| | | | | 31 | | |
| | |
Shares of Common
Stock Beneficially Owned(1) |
| |
Warrants
Beneficially Owned |
| |
Shares of
Common Stock Registered Hereby |
| |
Warrants
Registered Hereby |
| |
Shares of Common Stock
Beneficially Owned After Sale of All Shares of Common Stock Offered Hereby(1) |
| |
Warrants Owned After
Sale of All Warrants Offered Hereby |
| ||||||||||||||||||||||||||||||
| | |
Shares
|
| |
Percentage
|
| |
Shares
|
| |
Percentage
|
| ||||||||||||||||||||||||||||||||||||
Named Executive Officers and Directors:
|
| | | | | | | | | ||||||||||||||||||||||||||||||||||||||||
GTY Investors, LLC(2)
|
| | | | 13,448,821 | | | | | | 38.2% | | | | | | 8,193,334 | | | | | | — | | | | | | 8,193,334 | | | | | | 13,448,821 | | | | | | 23.7% | | | | | | — | | |
William D. Green(2)
|
| | | | 13,448,821 | | | | | | 38.2% | | | | | | 8,193,334 | | | | | | — | | | | | | 8,193,334 | | | | | | 13,448,821 | | | | | | 23.7% | | | | | | — | | |
Joseph M. Tucci(2)
|
| | | | 13,448,821 | | | | | | 38.2% | | | | | | 8,193,334 | | | | | | — | | | | | | 8,193,334 | | | | | | 13,448,821 | | | | | | 23.7% | | | | | | — | | |
Harry L. You(2)
|
| | | | 13,448,821 | | | | | | 38.2% | | | | | | 8,193,334 | | | | | | — | | | | | | 8,193,334 | | | | | | 13,448,821 | | | | | | 23.7% | | | | | | — | | |
Greater than 5% Stockholders | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||
Andreas Bechtolsheim(3)
|
| | | | 4,851,102(4) | | | | | | 9.9% | | | | | | — | | | | | | 500,000(5) | | | | | | — | | | | | | 4,500,000 | | | | | | 9.3% | | | | | | — | | |
| | |
Shares of Common
Stock Beneficially Owned(1) |
| |
Warrants
Beneficially Owned |
| |
Shares of
Common Stock Registered Hereby |
| |
Warrants
Registered Hereby |
| |
Shares of Common Stock
Beneficially Owned After Sale of All Shares of Common Stock Offered Hereby(1) |
| |
Warrants Owned
After Sale of All Warrants Offered Hereby |
| ||||||||||||||||||||||||||||||
| | |
Shares
|
| |
Percentage
|
| |
Shares
|
| |
Percentage
|
| ||||||||||||||||||||||||||||||||||||
Arthur Loeb(2)
|
| | | | 47,812 | | | | | | * | | | | | | — | | | | | | 7,500 | | | | | | — | | | | | | 40,312 | | | | | | * | | | | | | — | | |
AT&T Savings Group Investment Trust(3)
|
| | | | 10,345 | | | | | | * | | | | | | — | | | | | | 10,345 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Bay Pond Partners, L.P.(4)
|
| | | | 643,141 | | | | | | 1.3% | | | | | | — | | | | | | 643,141 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Corp. Fondo del Seguro del Estado(5)
|
| | | | 6,986 | | | | | | * | | | | | | — | | | | | | 6,986 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Daniel J. O’Donovan Trust(6)
|
| | | | 50,000 | | | | | | * | | | | | | — | | | | | | 50,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Diverse Partners, LP(7)
|
| | | | 37,500 | | | | | | * | | | | | | — | | | | | | 37,500 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Elisabeth Levin(8)
|
| | | | 47,812 | | | | | | * | | | | | | — | | | | | | 7,500 | | | | | | — | | | | | | 40,312 | | | | | | * | | | | | | — | | |
First Data Corporation(9)
|
| | | | 1,500,000 | | | | | | 3.1% | | | | | | — | | | | | | 1,500,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Franklin Templeton Investment Funds – Franklin
Technology Fund(10) |
| | | | 1,000,000 | | | | | | 2.1% | | | | | | — | | | | | | 1,000,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Hazelbrook Investors (Bermuda) L.P. (11)
|
| | | | 135,079 | | | | | | * | | | | | | — | | | | | | 135,079 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Hazelbrook Partners, L.P. (12)
|
| | | | 110,741 | | | | | | * | | | | | | — | | | | | | 110,741 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
HP 3422 Investments LLC(13)
|
| | | | 30,000 | | | | | | * | | | | | | — | | | | | | 30,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Ithan Creek Master Investors (Cayman)
L.P.(14) |
| | | | 215,218 | | | | | | * | | | | | | — | | | | | | 215,218 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Janus Henderson Capital Funds plc on behalf of
its Series Janus Henderson Opportunistic Alpha Fund(15) |
| | | | 9,564 | | | | | | * | | | | | | — | | | | | | 54 | | | | | | — | | | | | | 9,510 | | | | | | * | | | | | | — | | |
Janus Henderson Capital Funds plc on behalf of
its Series Janus Henderson Venture Fund(16) |
| | | | 18,321 | | | | | | * | | | | | | — | | | | | | 103 | | | | | | — | | | | | | 18,218 | | | | | | * | | | | | | — | | |
Janus Henderson Contrarian Fund(17)
|
| | | | 1,191,290 | | | | | | 2.5% | | | | | | — | | | | | | 6,702 | | | | | | — | | | | | | 1,184,588 | | | | | | 2.4% | | | | | | — | | |
Janus Henderson Venture Fund(18)
|
| | | | 463,244 | | | | | | * | | | | | | — | | | | | | 2,606 | | | | | | — | | | | | | 460,638 | | | | | | * | | | | | | — | | |
Lamb Family Trust of 4/12/1982(19)
|
| | | | 76,400 | | | | | | * | | | | | | — | | | | | | 76,400 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Michael Duffy(20)
|
| | | | 267,037 | | | | | | * | | | | | | — | | | | | | 267,037 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
New Hampshire Retirement System(21)
|
| | | | 32,426 | | | | | | * | | | | | | — | | | | | | 32,426 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Nineteen77 Global Multi-Strategy Alpha Master
Limited(22) |
| | | | 847,500 | | | | | | 2.7% | | | | | | 500,000 | | | | | | 847,500 | | | | | | 500,000 | | | | | | — | | | | | | — | | | | | | — | | |
Paul Maritz(23)
|
| | | | 400,000 | | | | | | * | | | | | | — | | | | | | 400,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
SBC Master Pension Trust(24)
|
| | | | 25,907 | | | | | | * | | | | | | — | | | | | | 25,907 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
United of Omaha Small Company Fund(25)
|
| | | | 26,789 | | | | | | * | | | | | | — | | | | | | 26,789 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Wellington Trust Company, National Association
Multiple Collective Investment Funds Trust II Small Cap 2000 Portfolio(26) |
| | | | 50,942 | | | | | | * | | | | | | — | | | | | | 50,942 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Wellington Trust Company, National Association
Multiple Collective Investment Funds Trust, Small Cap 2000 Portfolio(27) |
| | | | 67,613 | | | | | | * | | | | | | — | | | | | | 67,613 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Wellington Trust Company, National Association
Multiple Common Trust Funds Trust, Small Cap 2000 Portfolio(28) |
| | | | 24,557 | | | | | | * | | | | | | — | | | | | | 24,557 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | |
Amount
|
| |||
SEC registration fee
|
| | | $ | 34,874 | | |
FINRA filing fee
|
| | | | * | | |
Printing and engraving expenses
|
| | | | * | | |
Legal fees and expenses
|
| | | | * | | |
Accounting fees and expenses
|
| | | | * | | |
Transfer agent and registrar fees and expenses
|
| | | | * | | |
Miscellaneous
|
| | | | * | | |
Total
|
| | | $ | * | | |
|
| | | | GTY Technology Holdings Inc. | |
| | | | /s/ Harry You | |
| | | | Name: Harry You | |
| | | | Title: Chief Financial Officer | |
Signature
|
| |
Capacity in Which Signed
|
| |
Date
|
|
/s/ Stephen Rohleder
Stephen Rohleder
|
| | Chief Executive Officer and Chairman (Principal Executive Officer) |
| |
February 27, 2019
|
|
/s/ Harry You
Harry You
|
| | Chief Financial Officer and Director (Principal Financial and Accounting Officer) |
| |
February 27, 2019
|
|
/s/ Paul Dacier
Paul Dacier
|
| | Director | | |
February 27, 2019
|
|
/s/ Randy Cowen
Randy Cowen
|
| | Director | | |
February 27, 2019
|
|
/s/ William D. Green
William D. Green
|
| | Director | | |
February 27, 2019
|
|
/s/ Joseph M. Tucci
Joseph M. Tucci
|
| | Director | | |
February 27, 2019
|
|
/s/ Charles Wert
Charles Wert
|
| | Director | | |
February 27, 2019
|
|
[Letterhead of Winston & Strawn LLP]
February 27, 2019
GTY Technology Holdings Inc.
1180 North Town Center Drive
Suite 100
Las Vegas, Nevada 89144
Re: | Form S-3 Registration Statement |
Ladies and Gentlemen:
We have acted as special counsel to GTY Technology Holdings Inc., a Massachusetts corporation (the “Company”), in connection with the preparation of the Company’s registration statement on Form S-3 to be filed with the U.S. Securities and Exchange Commission (the “Commission”) on or about the date hereof (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”).
The Registration Statement relates to, among other things, the issuance from time to time by the Company of up to 8,693,334 shares of common stock upon the exercise of 8,693,334 private placement warrants of the Company (“Warrants”), each exercisable for one share of common stock, par value $0.0001 per share, of the Company (“Common Stock”).
This opinion letter is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Securities Act.
In rendering the opinions set forth below, we examined and relied upon such certificates, corporate records, agreements, instruments and other documents, and examined such matters of law, that we considered necessary or appropriate as a basis for the opinions. In rendering the opinions set forth below, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of (i) the restated articles of organization of the Company, as in effect on the date hereof, (ii) the Registration Statement, (iii) resolutions of the Board of Directors of the Company relating to, among other matters, the issuance of the Warrants and the filing of the Registration Statement, (iv) the Warrant Agreement, dated October 26, 2016, between the Company and Continental Stock Transfer & Trust Company, as Warrant Agent, and (v) such other documents as we have deemed necessary or appropriate as a basis for the opinions set forth below. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, the authenticity of the originals of such latter documents, that all parties to such documents had the power, corporate or other, to enter into and perform all obligations thereunder and all such documents have been duly authorized by all requisite action, corporate or other, and duly executed and delivered by all parties thereto. As to any facts material to the opinions expressed herein that we did not independently establish or verify, we have relied upon oral or written statements and representations of officers and other representatives of the Company and others.
February 27, 2019 Page 2 |
Based upon the foregoing and subject to the assumptions, qualifications and limitations set forth herein, we are of the opinion that the Warrants are legal, valid and binding agreements of the Company, enforceable against the Company in accordance with their terms.
The opinions expressed herein are based upon and limited to the laws of the State of New York. We express no opinion herein as to any other laws, statutes, regulations or ordinances. The opinions expressed herein that are based on the laws of the State of New York are limited to the laws generally applicable in transactions of the type covered by the Registration Statement.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the prospectus included in the Registration Statement. In giving such consent, we do not thereby admit that we are experts within the meaning of the Securities Act or the rules and regulations of the Commission or that this consent is required by Section 7 of the Securities Act.
Very truly yours, | ||
/s/ Winston & Strawn LLP |
Exhibit 5.2
225 Franklin Street, 26th Floor
Boston, Massachusetts 02110
FORM OF OPINION
[Month, day], 2019
GTY Technology Holdings, Inc.
1180 North Town Center Drive, Suite 100
Las Vegas, Nevada 89144
Re: GTY Technology Holdings, Inc. Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special Massachusetts counsel to GTY Technology Holdings Inc., a Massachusetts company (the “Company”), in connection with the Company’s Registration Statement on Form S-3, filed with the United States Securities and Exchange Commission (the “Commission”) on February [X], 2019, under the Securities Act of 1933, as amended (the “Securities Act”) (such Registration Statement, as amended or supplemented, is hereinafter referred to as the “Registration Statement”), relating to the registration under the Securities Act and the proposed issuance and sale from time to time pursuant to Rules 415 and 416 under the Securities Act of (A) up to 20,275,980 shares of the Company’s common stock, $0.0001 par value (the “Common Stock”), including (i) 5,500,000 shares of Common Stock that may be offered by the Company from time to time (the “Primary Shares”), (ii) 6,082,646 shares of Common Stock that may be offered by the Selling Securityholders (the “Secondary Shares”) and (iii) 8,693,334 issuable upon the exercise of the Company’s Private Placement Warrants (the “Warrant Shares”) and (B) up to 8,693,334 Private Placement Warrants. The registration of the Common Stock and the Private Placement Warrants is in connection with, among other things, certain transactions described in the Company’s registration statement on Form S-4 filed January 11, 2019 relating to, among other things, the issuance of shares of Common Stock and warrants to acquire shares of Common Stock in connection with a business combination effected under certain transaction agreements (“Transaction Agreements”) and subscription for Common Stock under certain subscription agreements (“Subscription Agreements”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Registration Statement.
This opinion letter is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Securities Act.
In rendering the opinions set forth below, we have examined originals or copies, certified or otherwise identified to our satisfaction, of: (i) the Registration Statement; (ii) the Amended Articles of Organization of the Company adopted February 15, 2019 (“Articles of Organization”), (iii) the Bylaws of the Company adopted February 15, 2019 (“Bylaws”), (iv) the Company’s registration statement on Form S-4 filed with the SEC on January 11, 2019, (v) the Warrant Agreement, dated October 26, 2016, by and between GTY Technology Holdings Inc. (Cayman) and Continental Stock Transfer & Trust Company (the “Warrant Agreement”); (vi) board resolutions of the Company adopted on February 15, 2019 approving the issuance of Common Stock pursuant to the Transaction Agreements and under the Subscription Agreements, (vii) board resolutions of the Company adopted on February 15, 2019 approving the filing of one or more registration statements on Form S-3 relating to the registration, offering and sale of shares of Common Stock and warrants and (viii) board resolutions of the Company adopted [Month, day], 2019 approving the registration, offering and sale of 5,500,000 shares of Common Stock in a primary offering.
TCF Law Group, PLLC
We also have examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinions set forth below.
In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photo copies, and the authenticity of the originals of such copies. In making our examination of executed documents, we have assumed that the parties thereto had the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties of such documents and the validity and binding effect thereof on such parties. As to any facts material to the opinions expressed herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and others and of public officials.
In addition to the foregoing, for the purpose of rendering our opinions as expressed herein, we have assumed without independent investigation that:
(i) | at the time any shares of Common Stock or Private Placement Warrants are sold pursuant to the Registration Statement (the “Relevant Time”), the Registration Statement and any supplements and amendments thereto (including post-effective amendments) will be effective and will comply with all applicable laws; |
(ii) | at the Relevant Time, a prospectus supplement will have been prepared and filed with the Commission describing the shares of Common Stock and Private Placement Warrants offered thereby and all related documentation and will comply with all applicable laws; |
(iii) | at the Relevant Time, all corporate and other action taken by the Company to duly authorize each proposed issuance of shares of Common Stock, Private Place Warrants, and Warrant Shares remain in full force and effect; |
(iv) | all shares of Common Stock and all Private Placement Warrants will be issued and sold in the manner stated in the Registration Statement and the applicable prospectus supplement; |
(v) | upon issuance of any Common Stock or Private Placement Warrants, the sum of the number of shares of Common Stock issued and outstanding plus the number of shares issuable upon the exercise of such Private Placement Warrants will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under its Articles of Organization and other relevant documents; and |
- 2 - |
TCF Law Group, PLLC
(vi) | at the Relevant Time, a definitive purchase, underwriting or similar agreement and any other necessary agreement with respect to any Common Stock and Private Placement Warrants offered or issued will have been duly authorized by all necessary corporate or other action of the Company and duly executed and delivered by the Company and the other parties thereto. |
Based upon and subject to the foregoing, it is our opinion that:
1. | The issuance of the Primary Shares, Secondary Shares and Warrant Shares has been duly authorized; and |
2. | When the Primary Shares, Secondary Shares, or Warrant Shares have been duly executed (in the case of certificated shares) and delivered and paid for as contemplated in the Registration Statement such Primary Shares, Secondary Shares, or Warrant Shares, as applicable, will be validly issued, fully paid and non-assessable; |
The opinions expressed herein are based upon and limited to the laws of the Commonwealth of Massachusetts (including the statutory provisions, the applicable provisions of the Massachusetts Constitution and reported judicial decisions interpreting the foregoing). We express no opinion herein as to any other laws, statutes, regulations or ordinances.
We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the heading “Legal Matters” in the prospectus forming part of the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission.
Very truly yours, | |||
TCF Law Group, PLLC | |||
By: | |||
A Member |
- 3 - |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement of GTY Technology Holdings, Inc. on Form S-3, of our report dated March 14, 2018 relating to the balance sheet of GTY Technology Holding, Inc. as of December 31, 2017 and 2016, and the related statements of operations, changes in stockholders’ equity and cash flows for the year ended December 31, 2017 and for the period from August 11, 2016 (date of inception) through December 31, 2016, and to the reference to our Firm under the caption “Experts” in the Registration Statement.
/s/ WithumSmith+Brown, PC
Whippany, New Jersey
February 26, 2019
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement of GTY Technology Holdings, Inc. on Form S-3, of our report dated November 21, 2018 relating to the consolidated balance sheets of Bonfire Interactive Ltd. and Subsidiary as of September 30, 2018 and December 31, 2017, and the related consolidated statements of operations, changes in temporary equity and stockholders’ deficit and cash flows for the nine months ended September 30, 2018 and the year ended December 31, 2017, and to the reference to our Firm under the caption “Experts” in the Registration Statement.
/s/ WithumSmith+Brown, PC | |
Whippany, New Jersey | |
February 26, 2019 |
Exhibit 23.3
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement of GTY Technology Holdings, Inc. on Form S-3, of our report dated November 21, 2018 relating to the consolidated balance sheets of Citybase Inc. and Subsidiary as of September 30, 2018 and December 31, 2017, and the related consolidated statements of operations, changes in temporary equity and stockholders’ deficit and cash flows for the nine months ended September 30, 2018 and the year ended December 31, 2017, and to the reference to our Firm under the caption “Experts” in the Registration Statement.
/s/ WithumSmith+Brown, PC | |
Whippany, New Jersey | |
February 26, 2019 |
Exhibit 23.4
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement of GTY Technology Holdings, Inc. on Form S-3, of our report dated November 21, 2018 relating to the balance sheets of eCivis, Inc. as of September 30, 2018 and December 31, 2017, and the related statements of operations, comprehensive income (loss), changes in stockholders’ deficit and cash flows for the nine months ended September 30, 2018 and the year ended December 31, 2017, and to the reference to our Firm under the caption “Experts” in the Registration Statement.
/s/ WithumSmith+Brown, PC | |
Whippany, New Jersey | |
February 26, 2019 |
Exhibit 23.5
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement of GTY Technology Holdings, Inc. on Form S-3, of our report dated November 21, 2018 relating to the balance sheet of Open Counter Enterprises, Inc. as of September 30, 2018, and the related statements of operations, changes in stockholders’ deficit and cash flows for the nine months ended September 30, 2018, and to the reference to our Firm under the caption “Experts” in the Registration Statement.
/s/ WithumSmith+Brown, PC | |
Whippany, New Jersey | |
February 26, 2019 |
Exhibit 23.6
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement of GTY Technology Holdings, Inc. on Form S-3, of our report dated November 21, 2018 relating to the combined balance sheets of Questica Inc. and Questica USCDN Inc. as of September 30, 2018 and December 31, 2017, and the related combined statements of operations, comprehensive income, changes in stockholders’ equity and cash flows for the nine months ended September 30, 2018 and the year ended December 31, 2017, and to the reference to our Firm under the caption “Experts” in the Registration Statement.
/s/ WithumSmith+Brown, PC | |
Whippany, New Jersey | |
February 26, 2019 |
Exhibit 23.7
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement of GTY Technology Holdings, Inc. on Form S-3. of our report dated November 21, 2018 relating to the balance sheet of Sherpa Government Solutions, LLC as of September 30, 2018, and the related statements of operations, changes in members’ capital and cash flows for the nine months ended September 30, 2018, and to the reference to our Firm under the caption “Experts” in the Registration Statement.
/s/ WithumSmith+Brown, PC | |
Whippany, New Jersey | |
February 26, 2019 |
"]#YO$^#F!C(<4VB%()PH5OZE(:!D B0UX! )<+Q!TY , D$L)GI7W[E0_)
M F*%,;9%ISO2ZQX(9X4';Z +9!W=@,8S@D%Z8'RC%?5Q+T/J 0D[!'L#L,>
M[&>OG FH %7_6&P9++E,@; C&?]0QN4+ LH-:)L@9P#C IA.D/ P0 9!@ @K
MMB0-BQM[(+,K0T'\$0, _(#ANV? _[L1X@X4&.#X LD# *B0$$F4?/OOFYNX
M%5T0G&->Y_^(AP6N#R'/*Z0?= 8 !J!>#K$/MP, - -W;" W: ,L, )*0
M/F IBT4'1%-B!?$,A80%"@!6]]-]9D80ZW)Q!I%. - )$>$)V-8!7(00%C@$
M!M$% ' Y!1$,],,%! $.)*0!(7<09@ BU"### !+4A= ^ $!A$/8 ,*$I$$
M]$<0Y60(!J$/$$"# [$' + +!Z%(.>80^D #PS$!..80!@0 -780[" %'Y!8
MB_4$PQ$)D08%O= /%D!;!^$) , !!"@0ZA ! / +"!$W'Y N$1$++S <76!R
M!-$/SR8#JO\# &)P$*" ;7- 9/.06Q40"/I0$.60!1; >04Q<0]P2@2Q#2QP
M 'FQ2> U"Q+A!9-D$,24" .A#Z3##@T@!P3!#?X0 AA0"P5!#"C8A0XQ2,/!
M"Q#1!L,A M$V#060BCD3#Z+ ,IQ DG0!%O !'YX"2 %"@2P1Q#,.1 ;!
M#Z4!! ^ 1D^% %] $?6 "%_T35V !Y+P!DV@)3! < +A#Z> ;03 #/SP8*S@
M X)2"]O@(N8@"&GG &) "9:0"56 UJP:PAQ"70F!)@0"920!!&P!.)@$/N@
M".( B=0 J!(']'4PN)( F;( IKD@IPF!"+L#\4@0[-@ A=, (F@ ,K( 5O
M( H+\P_EX E?V0F($ M$-A#ST J.\ FR,&SZ8 II< 30IP2;()$*<0^O0 , GHQQ#:L BO@ J))1#O$ ND( N)D F?@ G^8 [,
M$ JOT F4H F/D(K_< V48 9B =Z$ GG1!'Q=A#/<$5F"!%ZP)0)<0\4:&1Y
M,IT)<9P'<03#@0%CN!#YH#T H(SN(IW4_SF>!&&=!A$-V 8 ZSA58X #SED0
MN]"1!+%8Y%F?_V">!L$TP_$)#*$$:W '[TD01]"#FN8L]Q *")J@"KJ@#-J@
M#OJ@$!JA$CJA%%JA%GJA&)JA&AH*!!H1^#EE2* <]H.&7&!"9# 6 0U#
MWC*?SB(/XQ"C,CJC-%JC-GJC.)JC.KJC/-JC/OJC0!JD0CJDX_!J$O&A4_:#
MPP$"N8!)?/@**[ $F]('X9@(@= )5TH&!3 !A#@0]&F?XXFD!H$*W@D #? #
M2, %,E ![ ) [&483@!