Global Technology Acquisition Corp. I *

Global Technology Acquisition Corp. I *

Jul 13, 2021 by sam.beattie

LIQUIDATION – 10/16/24 – LINK

  • The Company anticipates that the last day of trading in the Class A ordinary shares will be October 17, 2024.
    • The per-share redemption price will be approximately $11.50

The below-announced combination was terminated on 8/19/24.  It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.

  • Pursuant to the Termination Agreement, the Company has agreed to pay GTAC a termination fee of $3,200,000 within 30 days of the Effective Date.
    • If GTAC liquidates prior to entering into another definitive agreement to consummate an initial business combination, the Company has agreed to pay GTAC an additional termination fee of $1,496,584.89 within 30 days following the date GTAC provides written notice to the Company.

PROPOSED BUSINESS COMBINATION: Tyfon Culture Inc [Terminated]

ENTERPRISE VALUE: $434 million
ANTICIPATED SYMBOL: TFCI

Global Technology Acquisition Corp. I proposes to combine with Tyfon Culture Inc.

Founded in 2013 and headquartered in Suzhou, Jiangsu Province, China, Tyfon is a leading contemporary Chinese art trading platform for well-known contemporary Chinese paintings. Tyfon acts as an agent by matching the needs of contemporary Chinese paintings sellers (including artists and painting owners) with buyers.


TRANSACTION

  • The combined company will have an estimated post-transaction enterprise value of $434 million, based on a pre-money equity value for Tyfon of $428 million and assuming 57% redemptions by GTAC’s existing public shareholders and an anticipated $10 million PIPE investment.
    • Net proceeds raised from the Business Combination will be used to fund future growth opportunities.
  • The Merger Agreement provides that if the parties reasonably believe that the Closing will not occur prior to the October 25, 2024 expiration date of GTAC, GTAC will, upon written request of the Company, use commercially reasonable efforts to effect an extension of the expiration date to complete the Business Combination.
  • The proposed business combination is expected to close in the second half of 2024.

gtac overview


SPAC FUNDING

  • There is an anticipated $10 million PIPE investment.

LOCK-UP

  • Company and Sponsor
    • 180 days from the Closing Date

NOTABLE CONDITIONS TO CLOSING

  • The Business Combination is not subject to a minimum cash condition.

NOTABLE CONDITIONS TO TERMINATION

  • By either GTAC or the Company if the Closing shall not have occurred by December 31, 2024

ADVISORS

  • Company
    • K&L Gates LLP is serving as legal advisor.
    • CMD Global Partners, LLC is serving as financial advisor.
  • SPAC
    • Austin LLP is serving as legal advisor.

SPONSOR SALE AGREEMENT – 4/10/24 – LINK

  • The SPAC entered into a term sheet with HCF Opportunity II, LLC to purchase interest in the Sponsor Shares
  • Sale of Sponsor Shares and Private Placement Warrants 
    • As per the Term Sheet, the Definitive Agreement will stipulate that Sponsor will transfer 3,500,000 Sponsor Shares and 7,350,000 Private Placement Warrants to Buyer at Closing.
    • Sponsor will keep up to 3,150,000 Private Placement Warrants, subject to Buyer’s decisions regarding any changes related to the Initial Business Combination or otherwise, affecting all holders of Private Placement Warrants equally on a pro-rata basis.
      • Additionally, Sponsor will retain 1,300,000 Class A Ordinary Shares and 200,000 Class B Ordinary Shares (collectively, “Retained Shares”), with 1,250,000 Retained Shares being non-dilutable and 250,000 subject to Buyer’s decisions regarding changes related to the Initial Business Combination or otherwise.
    • Retained Shares include those held by certain current independent directors of the Company post-Closing.
    • Upon the Initial Business Combination, Sponsor must retain at least 30% of the combined warrants held by Buyer and Sponsor in total, and at least 30% of the combined Class A and Class B Ordinary Shares held by Buyer and Sponsor.
      • Additionally, the Term Sheet suggests that Buyer will direct the combined public company to pay up to $250,000 in cash consideration at the closing of the Initial Business Combination to entities with fees payable upon a successful Initial Business Combination.
  • On April 19, 2024 the purchase agreement was signed and the terms above are final.
    • Additionally, after the Closing, HCG Opportunity will elect to extend the Company’s investment period from April 25, 2024 to July 25, 2024 by deposit of $0.10 per Class A Share with redemption rights then outstanding for such three-month extension, into the Company’s trust account, pursuant to an existing automatic extension option that exists in the Company’s Amended and Restated Memorandum and Articles of Association.

EXTENSION – 4/20/23 – LINK

  • The SPAC approved the extension from April 25, 2023 to April 25, 2024.
    • 17,910,004 shares were redeemed at the meeting for $10.35 per share.
    • No contribution will be made into the trust account.

MANAGEMENT & BOARD


Executive Officers

Thomas D. Hennessy, 39 [Appointed]
Chief Executive Officer and Chairman

He has served as a Managing Partner of Growth Strategies of Hennessy Capital Group LLC, an alternative investment firm founded in 2013 that focuses on investing in industrial, infrastructure, real estate and sustainable technologies. Since August 2023, Mr. Hennessy has served as Chief Executive Officer and as a director of Compass Digital Acquisition Corp (Nasdaq: CDAQ), a special purpose acquisition company. Since July 2023, Mr. Hennessy has served as a director of TortoiseEcofin Acquisition Corporation III, a special purpose acquisition company, which in August 2023 entered and announced a definitive business combination agreement with One Energy Enterprises Inc., a vertically integrated industrial power solutions company, and the largest installer of on-site, behind-the-meter, megawatt-scale, wind energy in the United States. Since March 2023, Mr. Hennessy has served as Chairman and Chief Executive Officer of two, a special purpose acquisition company, which in March 2024 closed a business combination agreement with LatAm Logistic Properties S.A. (NYSE: LPA), a leading developer, owner, and manager of institutional quality, class A industrial and logistics real estate in Central and South America. Mr. Hennessy has previously served as a director of Jaguar Global Growth Corporation I, a special purpose acquisition company, which in October 2023 closed a business combination with Captivision Inc. (Nasdaq: CAPT), a leading designer and manufacturer of architectural media display glass. Mr. Hennessy has previously served as a director of 7GC & Co. Holdings Inc. (“7GC”), a special purpose company, which in December 2023 closed a business combination with Banzai International, Inc. (Nasdaq: BNZI), a leading marketing technology company that provides data-driven marketing and sales solutions. Previously, Mr. Hennessy served as Chairman, Co-Chief Executive Officer, and President of PropTech Acquisition Corporation (“PTAC”) which effected a business combination with Porch Group Inc. (Nasdaq: PRCH) in 2020 and subsequently served as an independent director of Porch Group Inc. Mr. Hennessy previously served as a Portfolio Manager of Abu Dhabi Investment Authority (ADIA) and prior to that as an Investment Associate for Sam Zell’s Equity International. Mr. Hennessy started his career in the Investment Bank at Credit Suisse. Mr. Hennessy holds a B.A. degree from Georgetown University and an MBA from the University of Chicago Booth School of Business.


Nicholas Geeza, 39 [Appointed]
Chief Financial Officer and Director

He has served as Head of Business Development of Hennessy Capital Growth Strategies, an alternative investment company, since April 2023 and as Chief Financial Officer of two (NYSE: TWOA), a special purpose acquisition company, since May 2023. Mr. Geeza previously served as Enterprise Sales Director for Capital Preferences, Ltd., a wealth technology platform focused on using behavioral economics to reveal client preferences and drive increased assets under management for global enterprise financial institutions, since March 2022. From November 2007 to March 2022, Mr. Geeza served as Senior Vice President in the Derivative Products Group at U.S Bank National Association, where he was responsible for developing and servicing client relationships in the National Corporate Banking Technology, Automotive and Insurance divisions. During his tenure, Mr. Geeza assisted in the development and successful implementation of a dynamic hedging platform, advised on compliance with U.S. GAAP accounting requirements, and negotiated International Swaps and Derivatives Association, Dodd-Frank, and collateral management documentation. Prior to U.S. Bank, Mr. Geeza worked at JP Morgan Chase & Co. in New York. Mr. Geeza graduated Cum Laude with a B.S. from Georgetown University and earned an MBA from the University of Chicago Booth School of Business.


Arnau Porto Dolc, 36 [Resigned]
Chief Executive Officer and Director

Arnau Porto Dolc, currently serves as the founder and CIO of Greentrail Capital, a London based investment firm focused globally on publicly listed technology companies and pre-IPO opportunities. Prior to founding Greentrail, Mr. Porto co-founded and co-ran Blueport Capital, a California-based investment partnership backed by the Robert Bass family office, and previously served as an investment analyst at Viking Global in New York. Mr. Porto started his career as institutional investor at Blackstone in London. He has since served as a senior advisor for DTCP digital infrastructure investments in Europe, and co-founded Jaguar and LaHaus in Colombia, and Portblue Hotels in Europe. Mr. Porto holds a bachelor’s degree in business administration and telecommunication engineering, as well as an MBA from Stanford Graduate School of Business.


Claudia Gast, 38 [Resigned]
Chief Financial Officer, Secretary and Director

Claudia Gast, has served as a member of the Executive team of AM General, a MacAndrews & Forbes portfolio company, where she completed the sale of the company to KPS. Mrs. Gast has aided and led the execution of multiple public and private buy—and sell—side transactions, including acquisitions, equity investments, divestitures and partnerships both domestically and internationally. Prior to AM General, Mrs. Gast served at GHC Capital where she led the acquisition of GWR Safety Systems and became the head of Strategy and M&A for the company, and, prior to that, worked at Procter & Gamble Company where she served in various financial & strategic roles of increasing responsibility across multiple regions. Mrs. Gast started her career at the Volkswagen group in finance. Mrs. Gast holds a bachelor’s degree in business administration and an MBA from the University of Chicago Booth School of Business.


Jeffrey Weinstein, 32 [Resigned]
Chief Strategy Officer

Jeffrey Weinstein, currently serves as a Principal at FJ Labs, where he co-heads the fund’s 600+ investments, which have included Alibaba, Flexport, Rappi, Betterment, Fanduel and Delivery Hero, and manages external fundraising efforts. Mr. Weinstein was previously a Senior Associate at Lux Capital, a $2.5 billion AUM venture capital firm that invests in emerging technologies in the physical and life sciences. Prior to that he worked at Dunbar Capital, a multi-strategy fund of hedge funds. Mr. Weinstein is a member of Class 24 of the Kauffman Fellows and has a BA in Philosophy, Politics and Economics from the University of Pennsylvania.


Board of Directors

M. Joseph Beck, 38 [Appointed]
Executive Chairman

Mr. Beck has served as director of Jaguar Global Growth Corporation I, a special purpose acquisition company targeting business operating primarily outside of the United States in the PropTech sector, since February 2021. From December 2020 to December 2023, he has served as a director of 7GC which closed a business combination with Banzai International, Inc. (Nasdaq: BNZI), a leading marketing technology company that provides data-driven marketing and sales solutions, in December 2023. From December 2020 to November 2022, he served as Co-Chief Executive Officer, Chief Financial Officer and director of PropTech Investment Corporation II (“PTIC”). From November 2019 to December 2020, he served as Co-Chief Executive Officer, Chief Financial Officer and director of PTAC. Mr. Beck has served as a Managing Partner of Growth Strategies of Hennessy Capital Group LLC since July 2019. From August 2012 to July 2019, Mr. Beck served as a Senior Investment Manager of ADIA. From July 2008 to August 2012, Mr. Beck served as an analyst in the Investment Banking Division of Goldman, Sachs & Co. Mr. Beck holds a B.A. degree from Yale University.


Garth Mitchell, 38 [Appointed]
Director Nominee

Mr. Mitchell was previously the Chief Financial Officer and Treasurer of Latch, Inc. from August 2019 to March 2022. Prior to joining Latch, Mr. Mitchell was a Senior Investment Analyst at Lucus Advisors from 2015 to 2019 focused on technology, media and telecom investments, the Director of Strategy and Business Development at Assembled Brands from 2014 to 2015, and a lead software and internet investment analyst at Millennium Partners from 2011 to 2014. Garth began his career in investment banking at Lazard. Mr. Mitchell holds a Bachelor of Arts in Economics from Morehouse College. Mr. Mitchell is qualified to serve as a director of the Company due to his experience as a public company chief financial officer and expertise in capital markets and public company accounting.


Gloria Fu, 53 [Appointed]
Director Nominee

Ms. Fu also served on the board of directors and as chair of the audit committee for Appreciate Holdings, Inc. (Nasdaq: SFR) from February 2024 until the completion of its sale to GA Technologies in March 2024. Ms. Fu previously served as an independent director and as a member of the audit and compensation committees of PropTech Investment Corporation II, a special purpose acquisition company, from December 2020. PropTech Investment Corporation II completed its business combination with SFR in November 2022. Ms. Fu is the Chair Emeritus for the operating board the International Luxury Hotel Association (“ILHA”), a leading trade association for luxury hospitality executives. She previously served as the East Coast Chapter chair for the ILHA. Ms. Fu is also on the board of directors and is a member of the audit and development committees for Visions, a New York based non-profit sponsoring programs for the blind. Ms. Fu brings over 20 years of investment management expertise, most recently at JPMorgan Asset Management, Inc., where she served as a Managing Director and portfolio manager from February 2004 to April 2019. Ms. Fu’s broad base of expertise includes strategy, financial analysis, and shareholder-related issues. Ms. Fu is also a subject matter expert in corporate governance issues. Ms. Fu was a founding member of JPMorgan Asset Management’s Proxy Committee for which she provided leadership and guidance on a broad range of topics including proxy contests, Say-on-Pay, and environmental, social and governance matters. From March 2002 to February 2004, Ms. Fu was a Vice President at JPMorgan Securities and a sell-side equity research analyst focused on the gaming and lodging industries. Ms. Fu is a Chartered Financial Analyst and holds a Bachelor of Sciences in Hotel Administration and Masters in Hospitality Administration from Cornell University.


Courtney Robinson, 39 [Appointed] [Resigned]
Director Nominee

She has served as a Founding Partner of Advance Venture Partners LLC, a growth stage venture capital firm, since October 2024, where she is responsible for the firm’s consumer investment practice. Ms. Robinson led the firm’s investments in Bellhops, a technology-enabled moving service; Brandable, a portfolio of consumer packaged goods brands; Curology, a personalized skincare provider; Openly, a next generation provider of home insurance; Modsy, an interior design marketplace; Rent the Runway, a subscription clothing business; and Sawyer, an education marketplace. She also served as a director of 7GC, a special purpose acquisition company that closed an initial business combination with Banzai International, Inc. (Nasdaq: BNZI), a leading marketing technology company that provides data-driven marketing and sales solutions, from December 2020 to November 2023 and PTAC, a special purpose acquisition company that closed an initial business combination with Porch.com, from November 2019 to December 2020. From December 2020 to November 2022, she served as a director of PTIC, a special purpose acquisition company that closed an initial business combination with RW National Holdings, LLC (d/b/a Appreciate), the parent holding company of Renters Warehouse, in November 2022. Between December 2011 and October 2014, Ms. Robinson was a Founding Principal at American Express Ventures, the investment arm of American Express (NYSE: AXP), and before that, served as Director of Business Development at Plum District, a local commerce marketplace, between February 2011 and December 2011. She began her career as a technology-focused investment banker at GCA Savvian Advisors LLC in 2006. Ms. Robinson holds a B.A. from Columbia University.


Javier Saade, 52 [Appointed]
Director Nominee

He has served as a Venture Partner at Fenway Summer Ventures, a venture capital firm, since 2016, Founder and Managing Partner of Impact Master Holdings since 2019, and Operating Partner at Presidio Investors, a private equity firm, since 2022. He also serves as Chairman of the Board of Directors of GP Funding, Inc., a private-equity backed financial services firm, since 2019. He served on the Board of Directors of SVF Investment Corp. (Nasdaq: SVFA) from January 2021 to March 2023 and on the Board of Directors of Porch Group (Nasdaq: PRCH) from December 2020 to March 2022. He also previously served on the Boards of Trustees of The Nature Conservancy, Pan American Development Foundation and Foundation for Puerto Rico and held seats on the Global Advisory Board of DocuSign, Inc. (Nasdaq: DOCU), Corporate Responsibility Board of Univision and Board of Advisors of Harvard’s Rock Center for Entrepreneurship. Previously, Mr. Saade was appointed by President Obama as Associate Administrator of the U.S. Small Business Administration and was its Chief of Investment and Innovation from 2013 to 2015. He also served on the Advisory Committee for Small and Emerging Companies at the SEC and on multiple White House councils working on economic policy. Prior to public service, he spent about 20 years in investing, operating and advisory roles at organizations that include McKinsey & Company, Booz Allen & Hamilton (NYSE: BAH), Bridgewater Associates, Abbott Laboratories (NYSE: ABT), GEM Group and Air America Media, a company he co-founded. He holds a B.S. in Industrial Management from Purdue University, an M.S. in Operations & Technology from the Illinois Institute of Technology and an M.B.A. from Harvard Business School, where he is currently an executive fellow.


Fabrice Grinda, 46 [Resigned]
Executive Chairman

Fabrice Grinda, currently serves as the Co-Founder and Managing Partner of FJ Labs, a venture firm and startup studio that invests in and builds online marketplaces. Prior to FJ Labs, Mr. Grinda was co-founder and co-Chief Executive Officer of OLX, one of the largest websites in the world with over 300 million unique visitors per month, and, prior to that, founded Zingy, a mobile media start-up which he grew to $200M in revenue and sold to Japanese media conglomerate For-Side in 2004. Mr. Grinda started his entrepreneurial journey in 1998, when he co-founded and was Chief Executive Officer of Aucland, one of the largest auction sites in Europe. Before beginning his entrepreneurial endeavors, Mr. Grinda worked as a management consultant for McKinsey & Company. Mr. Grinda holds a bachelor’s degree in Economics from Princeton University.


Robert Perdue, 54 [Resigned]
Director Nominee

Robert Perdue, currently serves as a Partner at Lutetia Technology and is a Strategic Advisor to three venture-backed artificial intelligence companies. Additionally, he serves on the Board of Directors of Impact, Inc., the leading SaaS platform for enterprise partnership automation. Mr. Perdue is the former Chief Operating Officer and Board Member of The Trade Desk, where he grew the company’s enterprise value from $20 million to over $15 billion. During his tenure from 2013 to 2019, The Trade Desk grew from a 20-person start-up with revenue of $1 million to over 1,100 employees with $677 million revenue in 2019. Mr. Perdue and the executive team completed an initial public offering of The Trade Desk in 2016. Over the next 3 years, The Trade Desk grew by 15x in the public markets, becoming the #1 performing technology initial public offering stock on the NASDAQ over the last five years. Prior to this, Mr. Perdue was Chief Operating Officer of EyeWonder, a video ad serving company, and an investment banker at The Jordan, Edmiston Group. He holds an MBA from Georgetown University.


Gabriel Silva, 41 [Resigned]
Director Nominee

Gabriel Silva, served as Chief Financial Officer of Nubank, where he helped to build and scale one of the world’s largest FinTech companies. Previously, Mr. Silva was a partner and Chief Financial Officer of Pravaler, Brazil’s leading provider of private student loans, and before that a Managing Director at York Capital, a New York-based hedge fund. He has lived in 6 different countries and holds an International Diploma from Sciences Po in Paris, and an MBA from Stanford. He is also a member of Fundação Estudar, a Brazilian education non-profit organization.


Juan Villalonga, 68 [Resigned]
Director Nominee

Juan Villalonga, currently serves as a Partner at Lutetia Technology Partners and a Strategic Advisor of SparkBeyond. In addition, he currently serves as an advisor to the board of directors of Aiola and Lutetia Capital. Mr. Villalonga has strong operational experience as the former Executive Chairman and Chief Executive Officer of Telefónica Group, a Spanish multinational telecommunications company and one of the largest telephone operators and mobile network providers in the world, which he grew from $12 billion to over $100 billion in market capitalization. In 2010, the Harvard Business Review ranked Mr. Villalonga as #33 on the list of the top 100 performing CEOs in the world. He is also the co-founder and partner at Hermes Growth Partners, a growth equity firm focused on technology investments, where he invested in successful private companies such as The Trade Desk and RingCentral, which are now leading public players. Prior to this he was as Partner at McKinsey & Company. Mr. Villalonga holds an MBA from IESE Barcelona and an LLB from the University of Deusto.


Michael Zeisser, 56 [Resigned]
Director Nominee

Michael Zeisser currently serves as the Managing Partner of FMZ Ventures, a growth equity investment fund focused on Experience Economy and marketplace ecosystems. Prior to founding FMZ Ventures, Mr. Zeisser was Chairman, U.S. Investments for Alibaba Group and led Alibaba’s strategic investments outside of Asia. Previously, Mr. Zeisser served as Senior Vice President of Liberty Media Corporation, where he acquired and oversaw companies in digital media, eCommerce and online gaming. Mr. Zeisser started his career at McKinsey & Co. in New York, where he was elected a partner and co-founded and led McKinsey’s Internet Practice. Mr. Zeisser has considerable governance experience, having served on numerous public and private boards including IAC, Trip Advisor, Time Inc., Lending Club, Shutterfly, XO Group/TheKnot, Lyft, Magic Leap, and OfferUp. Mr Zeisser graduated with honors from the J.L. Kellogg Graduate School of Management at Northwestern University, where he was a Procter & Gamble International Academic Scholar.