Announcement • Aug 20
Tyfon Culture Holdings Limited cancelled the acquisition of Global Technology Acquisition Corp. I (NasdaqCM:GTAC) from HCG Opportunity II, LLC and others in a reverse merger transaction.
Tyfon Culture Holdings Limited entered into a definitive business combination agreement to acquire Global Technology Acquisition Corp. I (NasdaqCM:GTAC) from HCG Opportunity II, LLC and others for approximately $430 million in a reverse merger transaction on May 14, 2024. As of April 19, 2024, GTAC and Tyfon executed a non-binding LOI drafts and extensive negotiations, which provided for, among other things, a binding exclusivity period ending on June 18, 2024. Pursuant to the terms of the Merger Agreement, the aggregate consideration to be paid to existing Company shareholders in the Merger is the sum of $428.0 million plus 50% of “Shared Excess Purchaser Transaction Expenses” (not to exceed $2.0 million). The consideration will be paid entirely in stock, comprised of newly issued ordinary shares of GTAC, at a price of $10.00 per ordinary share. Tyfon Culture has cash balances of $54 million, revenue of $61 million, and EBITDA of $34 million as of December 31, 2023. Upon closing of the Business Combination, the combined company will be named Tyfon Culture Inc. and will continue to be listed on the Nasdaq Stock Market under the ticker symbol "TFCI." Upon closing of the Business Combination, the senior leadership of Tyfon will continue to manage the combined company, and two of the seven directors will initially be appointed by GTAC. In connection with the Closing, GTAC, the Sponsor, the Company Supporting Shareholders, the executive officers and directors of GTAC and the Company, and certain other shareholders of GTAC following the Closing will execute and deliver a Lock-Up Agreement (the “Lock-Up Agreement”), pursuant to which they each agree not to transfer any ordinary shares of GTAC until the date that is the 180th day after the Closing, subject to certain customary permitted transfer exceptions. The Business Combination has been unanimously approved by the Boards of Directors of both Tyfon and GTAC. The proposed business combination is expected to be completed in the fourth quarter of 2024, subject to, among other things, the approval of the Business Combination by GTAC’s shareholders, satisfaction of the conditions stated in the Merger Agreement and other customary closing conditions.
Joshua G. DuClos, Michael P. Heinz, Meng Ding, Liming Xu, Angela T. Richards, Ken Daly, Jamie M. Sadler, Eric M. Winwood, Cathryn Le Regulski, James Heyworth, Michael D. Mann and Leslie A. Shubert of Sidley Austin LLP serving as legal advisor to GTAC, Max Gu; Robert S. Matlin; Jonathan M. Barron of K&L Gates LLP is serving as legal advisor and CMD Global Partners, LLC is serving as financial advisor to Tyfon. GTAC engaged Ogier Global (Cayman) Limited acting as legal advisor and due diligent provider with respect to Cayman legal matters including related diligence; CohnReznick LLP to conduct financial, accounting and tax due diligence; Lockton Companies, LLC for insurance and benefits due diligence; Innovax Capital Limited for commercial due diligence and Houlihan Capital to provide a fairness opinion with respect to the terms of the Business Combination. UHY LLP acted as accountant to Tyfon and Marcum LLP acted as accountant to GTAC.
Tyfon Culture Holdings Limited cancelled the acquisition of Global Technology Acquisition Corp. I (NasdaqCM:GTAC) from HCG Opportunity II, LLC and others in a reverse merger transaction on August 18, 2024. Pursuant to the Termination Agreement, the Company has agreed to pay GTAC a termination fee of $3.2 million within 30 days of the Effective Date, and 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.
