| | |
Per Unit
|
| |
Total
|
| ||||||
Public offering price | | | | $ | 10.00 | | | | | $ | 175,000,000 | | |
Underwriting discounts and commissions(1) | | | | $ | 0.55 | | | | | $ | 9,625,000 | | |
Proceeds, before expenses, to us | | | | $ | 9.45 | | | | | $ | 165,375,000 | | |
| Citigroup | | |
Goldman Sachs & Co. LLC
|
|
| | | | | 1 | | | |
| | | | | 40 | | | |
| | | | | 80 | | | |
| | | | | 81 | | | |
| | | | | 84 | | | |
| | | | | 85 | | | |
| | | | | 87 | | | |
| | | | | 89 | | | |
| | | | | 94 | | | |
| | | | | 125 | | | |
| | | | | 135 | | | |
| | | | | 138 | | | |
| | | | | 140 | | | |
| | | | | 164 | | | |
| | | | | 178 | | | |
| | | | | 185 | | | |
| | | | | 185 | | | |
| | | | | 185 | | |
| | |
June 30, 2021
|
| |||||||||
| | |
Actual
|
| |
As Adjusted(1)
|
| ||||||
| | |
(unaudited)
|
| | | | | | | |||
Balance Sheet Data: | | | | | | | | | | | | | |
Working capital (deficit)
|
| | | $ | (394,000) | | | | | $ | 157,543,000 | | |
Total assets
|
| | | $ | 426,000 | | | | | $ | 180,371,000 | | |
Total liabilities(2)
|
| | | $ | 455,000 | | | | | $ | 22,828,000 | | |
Ordinary shares subject to possible redemption
|
| | | $ | — | | | | | $ | 178,500,000 | | |
Shareholder’s deficit
|
| | | $ | (29,000) | | | | | $ | (20,957,000) | | |
| | |
Without Over-
allotment Option |
| |
Over-allotment
Option Exercised |
| ||||||
Gross proceeds | | | | | | | | | | | | | |
Gross proceeds from units offered to public(1)
|
| | | $ | 175,000,000 | | | | | $ | 201,250,000 | | |
Gross proceeds from private placement warrants offered in the private placement
|
| | | | 9,500,000 | | | | | | 10,550,000 | | |
Total gross proceeds
|
| | | $ | 184,500,000 | | | | | $ | 211,800,000 | | |
Estimated offering expenses(2) | | | | | | | | | | | | | |
Underwriting commissions (2.0% of gross proceeds from units offered to public, excluding deferred portion)(3)
|
| | | $ | 3,500,000 | | | | | $ | 4,025,000 | | |
Legal fees and expenses
|
| | | | 300,000 | | | | | | 300,000 | | |
Printing and engraving expenses
|
| | | | 35,000 | | | | | | 35,000 | | |
Accounting fees and expenses
|
| | | | 50,000 | | | | | | 50,000 | | |
Travel and roadshow
|
| | | | 20,000 | | | | | | 20,000 | | |
SEC/FINRA Expenses
|
| | | | 70,000 | | | | | | 70,000 | | |
NASDAQ listing and filing fees
|
| | | | 75,000 | | | | | | 75,000 | | |
Miscellaneous
|
| | | | 50,000 | | | | | | 50,000 | | |
Total estimated offering expenses (other than underwriting commissions)
|
| | | $ | 600,000 | | | | | $ | 600,000 | | |
Proceeds after estimated offering expenses
|
| | | $ | 180,400,000 | | | | | $ | 207,175,000 | | |
Held in trust account(3)
|
| | | $ | 178,500,000 | | | | | $ | 205,275,000 | | |
% of public offering size
|
| | | | 102% | | | | | | 102% | | |
Not held in trust account
|
| | | $ | 1,900,000 | | | | | $ | 1,900,000 | | |
| | |
Amount
|
| |
% of Total
|
| ||||||
Legal, accounting, due diligence, travel and other expenses in connection with any
business combination(6) |
| | | | 300,000 | | | | | | 16% | | |
Legal and accounting fees related to regulatory reporting obligations
|
| | | | 260,000 | | | | | | 14% | | |
Director and Officer liability insurance premiums
|
| | | | 500,000 | | | | | | 26% | | |
Expenses for office space, utilities, administrative and other support services
|
| | | | 650,000 | | | | | | 34% | | |
NASDAQ listing fees
|
| | | | 55,000 | | | | | | 3% | | |
Working capital to cover miscellaneous expenses (including franchise taxes net of anticipated interest income)
|
| | | | 135,000 | | | | | | 7% | | |
Total
|
| | | $ | 1,900,000 | | | | | | 100.0% | | |
| | |
Without
Over-allotment |
| |
With
Over-allotment |
| ||||||||||||||||||
Public offering price
|
| | | | | | | | | $ | 10.00 | | | | | | | | | | | $ | 10.00 | | |
Net tangible book deficit before this offering
|
| | | | (0.09) | | | | | | | | | | | | (0.08) | | | | | | | | |
Increase attributable to public shareholders
|
| | | | (4.70) | | | | | | | | | | | | (4.70) | | | | | | | | |
Pro forma net tangible book value after this offering and the sale of the private placement warrants
|
| | | | | | | | | $ | (4.79) | | | | | | | | | | | $ | (4.78) | | |
Dilution to public shareholders
|
| | | | | | | | | $ | 14.79 | | | | | | | | | | | $ | 14.78 | | |
Percentage of dilution to public shareholders
|
| | | | | | | | | | 147.9% | | | | | | | | | | | | 147.8% | | |
| | |
Shares Purchased
|
| |
Total Contribution
|
| |
Average Price
Per Share |
| | | | |||||||||||||||||||||
| | |
Number
|
| |
Percentage
|
| |
Amount
|
| |
Percentage
|
| | ||||||||||||||||||||
Class B Ordinary Shares(1)
|
| | | | 4,375,000 | | | | | | 20.0% | | | | | $ | 25,000 | | | | | | 0.0143% | | | | | $ | 0.00571 | | | | ||
Public Shareholders
|
| | | | 17,500,000 | | | | | | 80.0% | | | | | | 175,000,000 | | | | | | 99.9857% | | | | | $ | 10.00 | | | | ||
| | | |
|
21,875,000
|
| | | |
|
100.0%
|
| | | |
$
|
175,025,000
|
| | | |
|
100.000%
|
| | | | | | | | |
| | |
Without Over-
allotment |
| |
With Over-
allotment |
| ||||||
Numerator
|
| | | | | | | | | | | | |
Net tangible book before this offering
|
| | | $ | (394,000) | | | | | $ | (394,000) | | |
Net proceeds from this offering and sale of the private placement warrants(1)
|
| | | | 180,400,000 | | | | | | 207,175,000 | | |
Plus: Offering costs paid in advance, excluded from tangible book value before this offering
|
| | | | 365,000 | | | | | | 365,000 | | |
Less: Deferred underwriting commissions
|
| | | | (6,125,000) | | | | | | (7,044,000) | | |
Less: Warrant liability
|
| | | | (16,703,000) | | | | | | (18,863,000) | | |
Less: Class A ordinary shares subject to possible
redemption(2) |
| | | | (178,500,000) | | | | | | (205,275,000) | | |
| | | | $ | (20,957,000) | | | | | $ | (24,036,000) | | |
Denominator:
|
| | | | | | | | | | | | |
Ordinary shares outstanding prior to this offering
|
| | | | 5,031,250 | | | | | | 5,031,250 | | |
Ordinary shares forfeited if over-allotment is not exercised
|
| | | | (656,250) | | | | | | — | | |
Ordinary shares included in the units offered
|
| | | | 17,500,000 | | | | | | 20,125,000 | | |
Less: Class A ordinary shares subject to redemption
|
| | | | (17,500,000) | | | | | | 20,125,000 | | |
| | | | | 4,375,000 | | | | | | 5,031,250 | | |
| | |
June 30, 2021
|
| |||||||||
| | |
Actual
|
| |
As Adjusted(1)
|
| ||||||
| | |
(unaudited)
|
| | | | | | | |||
Note payable to related party(2)
|
| | | $ | 170,000 | | | | | $ | — | | |
Deferred underwriting commissions
|
| | | | — | | | | | | 6,125,000 | | |
Warrant liability(3)
|
| | | | — | | | | | | 16,703,000 | | |
Class A ordinary shares subject to possible redemption, -0- and 17,500,000 shares, actual and as adjusted, respectively(4)
|
| | | | — | | | | | | 178,500,000 | | |
Shareholders’ equity: | | | | | | | | | | | | | |
Preference shares, $0.0001 par value; 1,000,000 shares authorized, none issued and outstanding, actual and as adjusted
|
| | | | — | | | | | | — | | |
Class A Ordinary shares, $0.0001 par value, 200,000,000 shares authorized, -0- and -0- shares issued and outstanding (excluding -0- and 17,500,000 shares subject to possible redemption), actual and as adjusted, respectively -0-(4)
|
| | | | — | | | | | | — | | |
Class B ordinary shares, $0.0001 par value, 20,000,000 shares authorized, actual
and as adjusted; 5,031,250 and 4,375,000 issued and outstanding, actual and as adjusted, respectively, rounded to $1,000 and $-0-(1) |
| | | | 1,000 | | | | | | — | | |
Additional paid-in capital
|
| | | | 24,000 | | | | | | — | | |
Accumulated deficit
|
| | | | (54,000) | | | | | | (20,957,000) | | |
Total shareholders’ equity
|
| | |
$
|
(29,000)
|
| | | |
$
|
(20,957,000)
|
| |
Total capitalization
|
| | | $ | 141,000 | | | | | $ | 180,371,000 | | |
| | | |
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. | |
| | | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
|
Escrow of offering proceeds
|
| | $178,500,000 of the net proceeds of this offering and the sale of the private placement warrants will be deposited into a U.S.-based trust account at Citibank NA, NY with Continental Stock Transfer & Trust Company acting as trustee. | | | $152,337,500 of the offering proceeds, would be required to be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker- dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in the account. | |
|
Investment of net proceeds
|
| | $178,500,000 of the net proceeds of this offering and the sale of the private placement warrants held in trust will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. | | | Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the U.S. | |
|
Receipt of interest on escrowed funds
|
| | Interest income (if any) on proceeds from the trust account to be paid to shareholders is reduced by (i) any income taxes paid or payable and (ii) in the event of our liquidation for failure to complete our initial business combination within the allotted time, | | | Interest income on funds in escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow were released to us in connection with our completion of a business combination. | |
| | | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| | | | up to $100,000 of net interest that may be released to us should we have no or insufficient working capital to fund the costs and expenses of our dissolution and liquidation. | | | | |
|
Limitation on fair value or net assets of target business
|
| | The NASDAQ rules require that our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of our assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the income earned on the trust account) at the time of signing the agreement to enter into the initial business combination. If our securities are not then listed on the NASDAQ for whatever reason, we would no longer be required to meet the foregoing 80% of net asset test. | | | The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds. | |
|
Trading of securities issued
|
| |
The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless the underwriters inform us of their decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the over-allotment option.
The units will automatically separate into their component parts and will not be traded after completion of our initial business combination.
|
| | No trading of the units or the underlying Class A ordinary shares and warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account. | |
| | | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
|
Exercise of the warrants
|
| | The warrants cannot be exercised until the later of 30 days after the completion of our initial business combination and twelve months from the closing of this offering. | | | The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account. | |
|
Election to remain an investor
|
| | We will provide our public shareholders with the opportunity to redeem their public shares for cash at a per share price equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares, upon the completion of our initial business combination, subject to the limitations described herein. We may not be required by applicable law or stock exchange listing requirement to hold a shareholder vote. If we are not required by applicable law or stock exchange listing requirement and do not otherwise decide to hold a shareholder vote, we will, pursuant to our amended and restated memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, we hold a shareholder vote, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the | | | A prospectus containing information pertaining to the business combination required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of a post-effective amendment to the company’s registration statement, to decide if he, she or it elects to remain a shareholder of the company or require the return of his, her or its investment. If the company has not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account are automatically returned to the shareholder. Unless a sufficient number of investors elect to remain investors, all funds on deposit in the escrow account must be returned to all of the investors and none of the securities are issued. | |
| | | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| | | | ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at a general meeting. Additionally, each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all. Our amended and restated memorandum and articles of association require that at least five days’ notice will be given of any such general meeting. | | | | |
|
Business combination deadline
|
| | If we have not completed our initial business combination within 18 months from the closing of this offering (or up to 24 months from the closing of this offering at the election of the Company in two separate three month extensions subject to satisfaction of certain conditions, including the deposit of up to $1,750,000, or $2,012,500 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in either case) 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), we 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, 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 income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining | | | If an acquisition has not been completed within 18 months after the effective date of the company’s registration statement, funds held in the trust or escrow account are returned to investors. | |
| | | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| | | | shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. | | | | |
|
Release of funds
|
| |
Except for the withdrawal of interest income (if any) to pay our income taxes, if any, none of the funds held in trust will be released from the trust account until the earliest of:
(i) the completion of our initial business combination,
(ii) the redemption of our public shares if we have not completed our initial business combination within 18 months from the closing of this offering, subject to applicable law, and
(iii) the redemption of our public shares properly submitted in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing of this offering (or up to 24 months from the closing of this offering at the election of the Company in two separate three months extension subject to satisfaction of certain conditions, including the deposit of up to $1,750,000, or $2,012,500 if the underwriters’ over-allotment option is exercised in full ($0.10 per unit in either case) 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) or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares.
|
| |
The proceeds held in the escrow account are not released until the earlier of the completion of a business combination or the failure to effect a business combination within the allotted time.
|
|
Name
|
| |
Age
|
| |
Position
|
|
Fabrice Grinda
|
| |
47
|
| | Executive Chairman | |
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 | |
Name
|
| |
Entity
|
| |
Entity’s Business
|
| |
Affiliation
|
|
Fabrice Grinda | | | Wallapop Spain, S.L. | | | Consumer-to-consumer marketplace platform | | | Director | |
| | | Trendly, Inc. | | | Luxury accessory resale platform | | | Director | |
| | | Mealco, Inc. | | |
Food and beverage platform
|
| | Director | |
| | | Properly Inc. | | |
Canadian real estate sales platform
|
| | Director | |
| | | Seafair Inc. | | |
Shipping labor marketplace company
|
| | Director | |
| | | FJ Labs Inc. | | | Venture capital firm | | | Managing Partner | |
| | | Umamicart, Inc. | | | Online grocery platform | | | Director | |
Arnau Porto Dolc | | | Greentrail Capital Limited | | | Technology hedge fund | | | Director | |
| | | Greentrail Partners LLP | | | Investment management | | | Portfolio Manager | |
| | | Firstland BV | | | Consulting business | | | Director | |
| | |
Whitesand Hotel Management S.L.
|
| |
Hotel management company
|
| | Director | |
Claudia Gast | | | GHC Capital | | |
Parent company affiliated with family office
|
| | Director | |
| | | Greentrail Management LLC | | | Investment management | | | Partner | |
Jeffrey Weinstein | | | FJ Labs Inc. | | | Venture capital firm | | | Principal | |
| | |
TVLX Viagens e Turismo S/A
|
| | Online travel agency | | | Director | |
Juan Villalonga | | |
Lutetia Technology Partners
|
| | Technology hedge fund | | | Partner | |
| | | Aiola (Israel) | | | Sales automation platform | | | Advisor to the Board of Directors | |
| | | Lutetia Capital | | | Global hedge fund | | | Advisor to the Board of Directors | |
| | | SparkBeyond Ltd. | | | AI data analytics company | | | Strategic Advisor | |
Name
|
| |
Entity
|
| |
Entity’s Business
|
| |
Affiliation
|
|
Robert Perdue | | | Impact, Inc. | | |
Business management automation platform
|
| | Director | |
| | |
Lutetia Technology Partners
|
| | Technology hedge fund | | | Partner | |
| | | Aiola (Israel) | | | Sales automation platform | | | Advisor to the Board of Directors | |
| | | VATBox Ltd. | | |
AI tax compliance platform
|
| | Director | |
Michael Zeisser | | | LendingClub Corporation | | |
Peer-to-peer lending company
|
| | Director | |
| | | OfferUp Inc. | | | Online mobile-first C2C marketplace | | | Director | |
| | | Atlas Obscura Inc. | | | Online magazine and travel company | | | Director | |
| | | Fever Labs, Inc. | | | Social event discovery platform | | | Director | |
| | | Dash Radio Inc. | | | Digital radio broadcasting platform | | | Director | |
| | | PuppySpot Group, LLC | | | Pet adoption platform | | | Director | |
| | | FMZ Ventures | | |
Growth equity investment firm
|
| | Managing Partner | |
| | | | | | | | |
Approximate Percentage of Issued and
Outstanding Ordinary Shares |
| |||||||||
Name and Address of Beneficial Owner(1)
|
| |
Number of Shares
Beneficially Owned(2) |
| |
Before
Offering |
| |
After
Offering |
| |||||||||
Global Technology Acquisition I Sponsor LP (our sponsor)
|
| | | | 4,911,250(3) | | | | | | 97.6% | | | | | | 19.5% | | |
Arnau Porto(3)
|
| | | | — | | | | | | — | | | | | | — | | |
Fabrice Grinda(3)
|
| | | | — | | | | | | — | | | | | | — | | |
Claudia Gast(3)
|
| | | | — | | | | | | — | | | | | | — | | |
Jeffrey Weinstein(3)
|
| | | | — | | | | | | — | | | | | | — | | |
Michael Zeisser(4)
|
| | | | — | | | | | | — | | | | | | — | | |
Robert Perdue(4)
|
| | | | 40,000 | | | | | | 0.8% | | | | | | 0.2% | | |
Gabriel Silva(4)
|
| | | | 40,000 | | | | | | 0.8% | | | | | | 0.2% | | |
Juan Villalonga(4)
|
| | | | 40,000 | | | | | | 0.8% | | | | | | 0.2% | | |
All officers and directors as a group (eight individuals)
|
| | | | 120,000 | | | | | | 2.4% | | | | | | 0.6% | | |
| | |
Fair Market Value of Class A Ordinary Shares
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||
Redemption Date
(period to expiration of warrants) |
| |
<10.00
|
| |
11.00
|
| |
12.00
|
| |
13.00
|
| |
14.00
|
| |
15.00
|
| |
16.00
|
| |
17.00
|
| |
>18.00
|
| |||||||||||||||||||||||||||
60 months
|
| | | | 0.261 | | | | | | 0.281 | | | | | | 0.297 | | | | | | 0.311 | | | | | | 0.324 | | | | | | 0.337 | | | | | | 0.348 | | | | | | 0.358 | | | | | | 0.361 | | |
57 months
|
| | | | 0.257 | | | | | | 0.277 | | | | | | 0.294 | | | | | | 0.310 | | | | | | 0.324 | | | | | | 0.337 | | | | | | 0.348 | | | | | | 0.358 | | | | | | 0.361 | | |
54 months
|
| | | | 0.252 | | | | | | 0.272 | | | | | | 0.291 | | | | | | 0.307 | | | | | | 0.322 | | | | | | 0.335 | | | | | | 0.347 | | | | | | 0.357 | | | | | | 0.361 | | |
51 months
|
| | | | 0.246 | | | | | | 0.268 | | | | | | 0.287 | | | | | | 0.304 | | | | | | 0.320 | | | | | | 0.333 | | | | | | 0.346 | | | | | | 0.357 | | | | | | 0.361 | | |
48 months
|
| | | | 0.241 | | | | | | 0.263 | | | | | | 0.283 | | | | | | 0.301 | | | | | | 0.317 | | | | | | 0.332 | | | | | | 0.344 | | | | | | 0.356 | | | | | | 0.361 | | |
45 months
|
| | | | 0.235 | | | | | | 0.258 | | | | | | 0.279 | | | | | | 0.298 | | | | | | 0.315 | | | | | | 0.330 | | | | | | 0.343 | | | | | | 0.356 | | | | | | 0.361 | | |
42 months
|
| | | | 0.228 | | | | | | 0.252 | | | | | | 0.274 | | | | | | 0.294 | | | | | | 0.312 | | | | | | 0.328 | | | | | | 0.342 | | | | | | 0.355 | | | | | | 0.361 | | |
39 months
|
| | | | 0.221 | | | | | | 0.246 | | | | | | 0.269 | | | | | | 0.290 | | | | | | 0.309 | | | | | | 0.325 | | | | | | 0.340 | | | | | | 0.354 | | | | | | 0.361 | | |
36 months
|
| | | | 0.213 | | | | | | 0.239 | | | | | | 0.263 | | | | | | 0.285 | | | | | | 0.305 | | | | | | 0.323 | | | | | | 0.339 | | | | | | 0.353 | | | | | | 0.361 | | |
33 months
|
| | | | 0.205 | | | | | | 0.232 | | | | | | 0.257 | | | | | | 0.280 | | | | | | 0.301 | | | | | | 0.320 | | | | | | 0.337 | | | | | | 0.352 | | | | | | 0.361 | | |
30 months
|
| | | | 0.196 | | | | | | 0.224 | | | | | | 0.250 | | | | | | 0.274 | | | | | | 0.297 | | | | | | 0.316 | | | | | | 0.335 | | | | | | 0.351 | | | | | | 0.361 | | |
27 months
|
| | | | 0.185 | | | | | | 0.214 | | | | | | 0.242 | | | | | | 0.268 | | | | | | 0.291 | | | | | | 0.313 | | | | | | 0.332 | | | | | | 0.350 | | | | | | 0.361 | | |
24 months
|
| | | | 0.173 | | | | | | 0.204 | | | | | | 0.233 | | | | | | 0.260 | | | | | | 0.285 | | | | | | 0.308 | | | | | | 0.329 | | | | | | 0.348 | | | | | | 0.361 | | |
21 months
|
| | | | 0.161 | | | | | | 0.193 | | | | | | 0.223 | | | | | | 0.252 | | | | | | 0.279 | | | | | | 0.304 | | | | | | 0.326 | | | | | | 0.347 | | | | | | 0.361 | | |
18 months
|
| | | | 0.146 | | | | | | 0.179 | | | | | | 0.211 | | | | | | 0.242 | | | | | | 0.271 | | | | | | 0.298 | | | | | | 0.322 | | | | | | 0.345 | | | | | | 0.361 | | |
15 months
|
| | | | 0.130 | | | | | | 0.164 | | | | | | 0.197 | | | | | | 0.230 | | | | | | 0.262 | | | | | | 0.291 | | | | | | 0.317 | | | | | | 0.342 | | | | | | 0.361 | | |
12 months
|
| | | | 0.111 | | | | | | 0.146 | | | | | | 0.181 | | | | | | 0.216 | | | | | | 0.250 | | | | | | 0.282 | | | | | | 0.312 | | | | | | 0.339 | | | | | | 0.361 | | |
9 months
|
| | | | 0.090 | | | | | | 0.125 | | | | | | 0.162 | | | | | | 0.199 | | | | | | 0.237 | | | | | | 0.272 | | | | | | 0.305 | | | | | | 0.336 | | | | | | 0.361 | | |
| | |
Fair Market Value of Class A Ordinary Shares
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||
Redemption Date
(period to expiration of warrants) |
| |
<10.00
|
| |
11.00
|
| |
12.00
|
| |
13.00
|
| |
14.00
|
| |
15.00
|
| |
16.00
|
| |
17.00
|
| |
>18.00
|
| |||||||||||||||||||||||||||
6 months
|
| | | | 0.065 | | | | | | 0.099 | | | | | | 0.137 | | | | | | 0.178 | | | | | | 0.219 | | | | | | 0.259 | | | | | | 0.296 | | | | | | 0.331 | | | | | | 0.361 | | |
3 months
|
| | | | 0.034 | | | | | | 0.065 | | | | | | 0.104 | | | | | | 0.150 | | | | | | 0.197 | | | | | | 0.243 | | | | | | 0.286 | | | | | | 0.326 | | | | | | 0.361 | | |
0 months
|
| | | | — | | | | | | — | | | | | | 0.042 | | | | | | 0.115 | | | | | | 0.179 | | | | | | 0.233 | | | | | | 0.281 | | | | | | 0.323 | | | | | | 0.361 | | |
Underwriters
|
| |
Number of Units
|
| |||
Citigroup Global Markets Inc.
|
| | | | 8,750,000 | | |
Goldman Sachs & Co. LLC
|
| | | | 8,750,000 | | |
| | | | | 17,500,000 | | |
| | |
Paid By Global Technology
Acquisition Corp. I |
| |||||||||
| | |
No Exercise
|
| |
Full Exercise
|
| ||||||
Per Unit(1)
|
| | | $ | 0.55 | | | | | $ | 0.55 | | |
Total(1) | | | | $ | 9,625,000 | | | | | $ | 11,068,750 | | |
| | |
Page
|
| |||
| | | | F-2 | | | |
Financial Statements: | | | | | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
| | | | F-7 | | |
| | |
June 30,
2021 |
| |
February 10,
2021 |
| ||||||
| | |
(unaudited)
|
| |
(audited)
|
| ||||||
ASSETS | | | | | | | | | | | | | |
Cash
|
| | | $ | 61,000 | | | | | $ | — | | |
Deferred offering costs
|
| | | | 365,000 | | | | | | 20,000 | | |
Total assets
|
| | | $ | 426,000 | | | | | $ | 20,000 | | |
LIABILITIES AND SHAREHOLDER’S EQUITY | | | | | | | | | | | | | |
Current liabilities: | | | | ||||||||||
Accounts payable and accrued offering costs
|
| | | | 285,000 | | | | | | — | | |
Sponsor loan
|
| | | $ | 170,000 | | | | | $ | — | | |
Total liabilities
|
| | | | 455,000 | | | | | | — | | |
Commitments and contingencies | | | | | | | | | | | | | |
Shareholder’s equity: | | | | | | | | | | | | | |
Preferred shares, $0.0001 par value; 1,000,000 shares authorized, none issued or outstanding
|
| | | | — | | | | | | — | | |
Class A ordinary shares, $0.0001 par value, 200,000,000 authorized shares, none issued or outstanding
|
| | | | — | | | | | | — | | |
Class B ordinary shares, $0.0001 par value, 20,000,000 authorized shares, 5,031,250
shares issued and outstanding, as restated ($503, rounded to $1,000 and $-0-)(1)(2) |
| | | | 1,000 | | | | | | 1,000 | | |
Additional paid-in-capital
|
| | | | 24,000 | | | | | | 24,000 | | |
Accumulated deficit
|
| | | | (54,000) | | | | | | (5,000) | | |
Total shareholder’s equity (deficit)
|
| | | | (29,000) | | | | | | 20,000 | | |
Total liabilities and shareholder’s equity
|
| | | $ | 426,000 | | | | | $ | 20,000 | | |
| | |
For the
period from February 9, 2021 (inception) to June 30, 2021 |
| |
For the
period from February 9, 2021 (inception) to February 10, 2021 |
| ||||||
| | |
(unaudited)
|
| |
(audited)
|
| ||||||
General and administrative expenses
|
| | | $ | 54,000 | | | | | $ | 5,000 | | |
Net loss
|
| | | $ | (54,000) | | | | | $ | (5,000) | | |
Weighted average ordinary shares outstanding | | | | | | | | | | | | | |
Basic and diluted(1)(2)
|
| | | | 4,375,000 | | | | | | 4,375,000 | | |
Net loss per ordinary share: | | | | | | | | | | | | | |
Basic and diluted
|
| | | $ | (0.01) | | | | | $ | (0.00) | | |
| | |
Class B
Ordinary Shares(1)(2) |
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Total
Shareholder’s Equity |
| ||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||
Balance, February 9, 2021 (inception)
|
| | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of Class B ordinary shares to Sponsor
at approximately $0.004 per share(1)(2) |
| | | | 5,031,250 | | | | | | 1,000 | | | | | | 24,000 | | | | | | — | | | | | | 25,000 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (54,000) | | | | | | (54,000) | | |
Balance, June 30, 2021 (unaudited)
|
| | | | 5,031,250 | | | | | $ | 1000 | | | | | $ | 24,000 | | | | | $ | (54,000) | | | | | $ | (29,000) | | |
| | |
Class B
Ordinary Shares(1)(2) |
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Total
Shareholder’s Equity |
| ||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||
Balance, February 9, 2021 (inception)
|
| | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of Class B ordinary shares to Sponsor
at approximately $0.004 per share(1)(2) |
| | | | 5,031,250 | | | | | | 1,000 | | | | | | 24,000 | | | | | | — | | | | | | 25,000 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (5,000) | | | | | | (5,000) | | |
Balance, February 10, 2021 (audited)
|
| | | | 5,031,250 | | | | | $ | 1,000 | | | | | $ | 24,000 | | | | | $ | (5,000) | | | | | $ | 20,000 | | |
| | |
For the
period from February 9, 2021 (inception) to June 30, 2021 |
| |
For the
period from February 9, 2021 (inception) to February 10, 2021 |
| ||||||
| | |
(unaudited)
|
| |
(audited)
|
| ||||||
Cash flows from operating activities: | | | | | | | | | | | | | |
Net loss
|
| | | $ | (54,000) | | | | | $ | (5,000) | | |
Adjustments to reconcile net loss to net cash used in operations: | | | | | | | | | | | | | |
Increase in accounts payable and accruals
|
| | | | 4,000 | | | | | | — | | |
Payment by Founders of formation costs
|
| | | | 5,000 | | | | | | 5,000 | | |
Net cash used in operating activities
|
| | | | (45,000) | | | | | | — | | |
Cash from financing activities: | | | | | | | | | | | | | |
Proceeds from Sponsor Note
|
| | | | 170,000 | | | | | | — | | |
Payment of deferred offering costs
|
| | | | (64,000) | | | | | | — | | |
Net cash provided from financing activities
|
| | | | 106,000 | | | | | | — | | |
Net change in cash
|
| | | | 61,000 | | | | | | — | | |
Cash at beginning of period
|
| | | | — | | | | | | — | | |
Cash at end of period
|
| | | $ | 61,000 | | | | | $ | — | | |
Supplemental disclosure of non-cash financing activities: | | | | | | | | | | | | | |
Sale of 6,468,750 of Class B ordinary shares to Founders and deposited with counsel for formation and deferred offering costs
|
| | | $ | 25,000 | | | | | $ | 25,000 | | |
Payment by Founders of deferred offering costs
|
| | | $ | 20,000 | | | | | $ | 20,000 | | |
Deferred offering costs included in accrued liabilities
|
| | | $ | 281,000 | | | | | | — | | |
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