Form 425 - Prospectuses and communications, business combinations
28 11월 2023 - 6:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 27, 2023
Global Technology Acquisition Corp. I
(Exact name of registrant as specified in its charter)
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Cayman Islands |
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001-40948 |
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66-0969672 |
(State or other jurisdiction of
incorporation or organization) |
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(Commission
File Number) |
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(I.R.S. Employer Identification Number) |
CO Services Cayman Limited
P.O. Box 10008
Willow
House, Cricket Square
Grand Cayman, Cayman Islands KY1-1001
(Address of registrants principal executive offices, including zip code)
(917) 338-7786
(Registrants telephone number, including area code)
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:
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Title of each class |
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Trading Symbols |
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Name of each exchange
on which registered |
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-half of one redeemable warrant |
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GTACU |
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The NASDAQ Stock Market LLC |
Class A Ordinary Shares, $0.0001 par value, |
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GTAC |
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The NASDAQ Stock Market LLC |
Redeemable warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 |
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GTACW |
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The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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 3.02 Unregistered Sales of Equity Securities.
On November 22, 2023, Global Technology Acquisition Corp. I, a Cayman Islands exempted company (the Company), issued an aggregate of 1,300,000
shares of its Class A ordinary shares, par value $0.0001 per share (Class A Ordinary Shares), to Global Technology Acquisition I Sponsor LP (Sponsor), upon the conversion of an equal number of shares of Class B
ordinary shares, par value $0.0001 per share (Class B Ordinary Shares), of the Company (the Conversion). The 1,300,000 shares of Class A Ordinary Shares issued in connection with the Conversion are subject to the
same restrictions as applied to the shares of Class B Ordinary Shares before the Conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business
combination, as described in the prospectus for the Companys initial public offering. For the avoidance of doubt, such Class A Ordinary Shares issued in connection with the Conversion do not have any redemption rights and are not entitled
to liquidating distributions from the trust account if the Company does not consummate an initial business combination.
Following the Conversion, there
are 3,389,996 shares of Class A Ordinary Shares issued and outstanding and 3,700,000 Class B Ordinary Shares issued and outstanding. As a result of the Conversion, the Sponsor holds approximately 38.35% of the outstanding Class A
Ordinary Shares.
The issuance of the shares of Class A Ordinary Shares upon the Conversion has not been registered under the Securities Act of 1933,
as amended, in reliance on the exemption from registration provided by Section 3(a)(9) thereof.
SIGNATURE
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.
Dated: November 27, 2023
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Global Technology Acquisition Corp. I |
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By: |
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/s/ Arnau Porto Dolc |
Name: |
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Arnau Porto Dolc |
Title: |
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Chief Executive Officer |
Global Technology Acquis... (NASDAQ:GTACU)
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