424B3 1 tm233784d1_424b3.htm 424B3

 

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-265748

 

Prospectus Supplement No. 8

(to Prospectus dated August 5, 2022)

 

Global Business Travel Group, Inc.

 

Shares of Class A Common Stock

 

This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated August 5, 2022, with respect to our Registration Statement on Form S-1 (File No. 333-265748) (as supplemented to date, the “Prospectus”), with the information contained in the attached Current Reports on Form 8-K filed by the Company with the Securities and Exchange Commission.

 

This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement. Capitalized terms used but not defined in this prospectus supplement will have the meanings given to them in the Prospectus.

 

Our shares of Class A Common Stock are traded on the NYSE under the symbol “GBTG”. On January 17, 2023, the closing price of the Class A Common Stock was $6.41 per share.

 

Investing in our securities involves risks. You should carefully read the discussion in “Risk Factors” beginning on page 8 of the Prospectus and in any applicable prospectus supplement.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

 

 

 

The date of this prospectus supplement is January 18, 2023.

 

 

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

  

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported): January 5, 2023

 

Global Business Travel Group, Inc.

(Exact name of Registrant as specified in its charter)

 

Delaware   001-39576   98-0598290
(State or other jurisdiction of
incorporation or organization)
  (Commission
File Number)
  (I.R.S. Employer
Identification No.)

 

666 3rd Avenue, 4th Floor

New York, New York 10017
(Address of principal executive offices) (Zip Code)

 

(480) 909-1740
(Registrant’s telephone number, including area code)

 

Not applicable
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading symbol(s)   Name of each exchange on which
registered
Class A common stock, par value of $0.0001 per share   GBTG   The New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On January 5, 2023, American Express Global Business Travel, operated by Global Business Travel Group, Inc. (the “Company”), appointed Andrew Crawley, the Company’s Chief Commercial Officer, to the office of President, effective immediately. As President, Mr. Crawley will continue to report to Paul Abbott, the Company’s Chief Executive Officer.

 

Mr. Crawley served as the Company’s Chief Commercial Officer from April 2020 through January 2023. Mr. Crawley is also a non-executive director of Travelopia, a KKR portfolio company. Previously, Mr. Crawley served as CEO and Chairman of the board of directors of International Airlines Group (“IAG”) Loyalty. In addition, Mr. Crawley was a member of the IAG Management Committee from January 2016 to March 2020. Prior to joining IAG Loyalty, Mr. Crawley served as CEO of IAG Cargo. Prior to joining IAG Cargo, Mr. Crawley served as Chief Commercial Officer and Executive Board Member at British Airways plc (“British Airways”). Mr. Crawley also served as Chairman of British Airways Holidays, Chairman of OpenSkies (British Airways’ wholly-owned French airline subsidiary) and a board member of Avios Group Ltd. Mr. Crawley started his travel career in British Airways in 1992 and worked in a variety of sales, marketing and operational roles in the UK, Europe and Asia, ultimately serving on the board of the company. Prior to joining British Airways, Mr. Crawley spent two years in advertising. Mr. Crawley received his BSc degree from London University (QMC). Mr. Crawley also completed the Advanced Management Program at Harvard Business School.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  Global Business Travel Group, Inc.

 

  By: /s/ Eric J. Bock
    Name: Eric J. Bock
    Title: Chief Legal Officer, Global Head of M&A and Compliance and Corporate Secretary

 

Date: January 5, 2023

 

 

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of Earliest Event Reported): January 9, 2023 (January 6, 2023)

 

Global Business Travel Group, Inc.

(Exact name of Registrant as specified in its charter)

 

Delaware   001-39576   98-0598290
(State or other jurisdiction of
incorporation or organization)
  (Commission
File Number)
  (I.R.S. Employer
Identification No.)

 

666 3rd Avenue, 4th Floor

New York, New York 10017
(Address of principal executive offices) (Zip Code)

 

(480) 909-1740
(Registrant’s telephone number, including area code)

 

Not applicable
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading symbol(s)   Name of each exchange on which
registered
Class A common stock, par value of $0.0001 per share   GBTG   The New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

Item 5.07.Submission of Matters to a Vote of Security Holders.

 

Global Business Travel Group, Inc. (the “Company”) held its special meeting of stockholders on January 6, 2023 (the “Special Meeting”). The following proposal was submitted to the stockholders at the Special Meeting:

 

To approve a stock option exchange program for certain eligible employees, including certain of the Company’s executive officers, to exchange certain outstanding stock options for new restricted stock units.

 

The proposal is described in detail in the in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on December 15, 2022.

 

The number of shares of common stock entitled to vote at the Special Meeting was 462,202,024, consisting of 67,753,543 shares of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and 394,448,481 shares of the Company’s Class B common stock, par value $0.0001 per share (together with the Class A Common Stock, the “common stock”). Each share of common stock was entitled to one vote per share.

 

The number of shares of common stock present or represented by valid proxy at the Special Meeting was 432,425,145. The proposal submitted to a vote of the Company’s stockholders at the Special Meeting was approved by the Company’s stockholders. The results of the voting included 422,660,040 votes for, 1,547,747 votes against and 8,217,358 votes abstained. There were no broker non-votes regarding this proposal.

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

  Global Business Travel Group, Inc.
   
  By: /s/ Eric J. Bock
    Name: Eric J. Bock
    Title: Chief Legal Officer, Global Head of M&A and Compliance and Corporate Secretary

 

Date: January 9, 2023