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Transaction expected to close in the second half of 2024
ZEPHYR
COVE, Nev. and SUZHOU, China, May 24, 2024
/PRNewswire/ -- Global Technology Acquisition Corp. I (NASDAQ:
GTAC) ("GTAC"), a special purpose acquisition company, and
Tyfon Culture Holdings Limited ("Tyfon"), a well-recognized offline
to online ("O2O") Chinese art marketplace, today announced the
filing with the U.S. Securities and Exchange Commission (the "SEC")
of a registration statement on Form F-4 (the "Registration
Statement") relating to their previously announced proposed
business combination (the "Business Combination"). The Registration
Statement contains a preliminary proxy statement/prospectus of GTAC
that discloses important information about GTAC, Tyfon and the
Business Combination, including a business overview of Tyfon, terms
of the Business Combination, pro forma financial information of the
combined company, and risk factors. The Registration Statement has
not yet been declared effective by the SEC, and the information
contained therein is subject to change. The Registration Statement
can be viewed on the SEC's website at www.sec.gov. For the direct
link to the Form F-4 filing, visit:
https://www.sec.gov/ix?doc=/Archives/edgar/data/0001848821/000149315224021218/formf-4.htm
Upon the closing of the Business Combination, the combined
company will be named Tyfon Culture Inc. and will be listed on the
Nasdaq Stock Market under the ticker symbol "TFCI". The Business
Combination is expected to close in the second half of 2024,
subject to customary closing conditions, including regulatory and
shareholder approvals.
About Tyfon Culture Holdings Limited
Founded in 2013 and headquartered in Suzhou, Jiangsu Province, China, Tyfon is a leading contemporary Chinese
art marketplace. Tyfon combines an offline network of operations
with an innovative online technology marketplace to improve and
optimize a traditionally inefficient art buying experience. Tyfon
acts as an agent by matching the needs of contemporary Chinese
paintings sellers (including artists and painting owners) with
buyers. More information about Tyfon is available at
https://en.tyfon.com.cn/.
About Global Technology Acquisition Corp. I
Global Technology Acquisition Corp. I is a special purpose
acquisition company formed for the purpose of effecting a merger,
share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses. For
more information,
visit www.globaltechnologyacquisitioncorp.com.
Forward-Looking Statements
This press release includes "forward-looking statements" within
the meaning of the "safe harbor" provisions of the United States
Private Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as
"estimate," "plan," "project," "forecast," "intend," "will,"
"expect," "anticipate," "believe," "seek," "target" or other
similar expressions that predict or indicate future events or
trends or that are not statements of historical matters. These
forward-looking statements also include, but are not limited to,
statements regarding the effectiveness of the Registration
Statement or the timing thereof, expectations related to the terms
and timing of the Business Combination, and current or future
business operations, as applicable. These statements are based on
various assumptions, whether or not identified in this press
release, and on the current expectations of GTAC's and Tyfon's
management and are not predictions of actual performance.
These statements involve risks, uncertainties and other factors
that may cause actual results, levels of activity, performance or
achievements to be materially different from those expressed or
implied by these forward-looking statements. Although each of GTAC
and Tyfon believes that it has a reasonable basis for each
forward-looking statement contained in this press release, each of
GTAC and Tyfon cautions you that these statements are based on a
combination of facts and factors currently known and projections of
the future, which are inherently uncertain. In addition, there will
be risks and uncertainties described in the proxy
statement/prospectus included in the Registration Statement
relating to the Business Combination, which has been filed by
GTAC with the SEC, and other documents filed by GTAC from time
to time with the SEC. These filings may identify and address other
important risks and uncertainties that could cause actual events
and results to differ materially from those contained in the
forward-looking statements. Neither GTAC nor Tyfon can assure you
that the forward-looking statements in this press release will
prove to be accurate. These forward-looking statements are subject
to a number of risks and uncertainties, including, among others,
the inability of the GTAC and Tyfon to successfully or timely
consummate the Business Combination due to the failure to obtain
approval from GTAC's shareholders or to satisfy other closing
conditions in the Business Combination Agreement; the occurrence of
any event that could give rise to the termination of the Business
Combination Agreement; the ability to recognize the anticipated
benefits of the Business Combination; risks relating to the
uncertainty of the projected financial information with respect to
Tyfon; the amount of redemption requests made by GTAC's public
shareholders; costs related to the Business Combination; the risk
that the Business Combination disrupts current plans and operations
as a result of the announcement and consummation of the Business
Combination; the outcome of any potential litigation, government or
regulatory proceedings; the ability of GTAC and/or Tyfon to raise
capital, including the amount of such capital raise, and the terms
on which any capital is raise; economic and social development and
government policies in the PRC; the ability of Tyfon to anticipate
and respond to the changes in customer preferences and demands; the
ability of Tyfon to maintain and enlarge business relationships
with its customers; risks relating to the appraisal, certification,
verification and pricing of collectibles; the ability of Tyfon to
host successful offline exhibitions and promotions and maintain its
sales and marketing activities; Tyfon's exposure to concentration
risks in terms of revenue generation; Tyfon's exposure to
reputation risks and losses in the event of title claims, copyright
claims and other liabilities from sales of collectibles; the risk
of system disruptions or other hacking or phishing attacks on
Tyfon's system and security breaches; the risk of Tyfon's failure
to comply with the evolving laws, regulations and government
policies, including regarding privacy and data protection; Tyfon's
exposure to rapid changes in technology and the inability to keep
up with technological developments; the risk of the loss, damage or
theft of the collectibles; and other risks and uncertainties,
including those to be included under the heading "Risk
Factors" in the Registration Statement filed by GTAC with
the SEC on May 24, 2024 and those included under the heading
"Risk Factors" in the annual report on Form 10-K for year
ended December 31, 2023 of GTAC and in its subsequent
quarterly reports on Form 10-Q and other filings with the SEC.
There may be additional risks that neither GTAC nor Tyfon presently
know or that GTAC and Tyfon currently believe are immaterial that
could also cause actual results to differ from those contained in
the forward-looking statements. In light of the significant
uncertainties in these forward-looking statements, nothing in this
press release should be regarded as a representation by any person
that the forward-looking statements set forth herein will be
achieved or that any of the contemplated results of such
forward-looking statements will be achieved. The forward-looking
statements in this press release represent the views of GTAC and
Tyfon as of the date of this press release. Subsequent events and
developments may cause those views to change. However, while GTAC
and Tyfon may update these forward-looking statements in the
future, there is no current intention to do so and GTAC and Tyfon
disclaim any obligation to do so, except to the extent required by
applicable law. You should, therefore, not rely on these
forward-looking statements as representing the views of GTAC or
Tyfon as of any date subsequent to the date of this press
release.
No Offer or Solicitation
This press release is not an offer to sell or exchange, a
solicitation of an offer to buy, or a recommendation to purchase,
any securities in any jurisdiction, or the solicitation of any
vote, consent or approval in any jurisdiction in connection with
the Business Combination and related transactions, nor shall there
be any sale, issuance or transfer of any securities in any
jurisdiction where, or to any person to whom, such offer,
solicitation or sale may be unlawful under the laws of such
jurisdiction. This press release does not constitute either advice
or a recommendation regarding any securities. No offering of
securities shall be made except by means of a prospectus meeting
the requirements of the Securities Act of 1933, as amended, or an
exemption therefrom.
Additional Information
In connection with the Business Combination, GTAC has filed the
Registration Statement with the SEC, and after the Registration
Statement is declared effective, GTAC intends to mail the
definitive proxy statement/prospectus relating to the Business
Combination to its shareholders. This press release does not
contain all the information that should be considered concerning
the Business Combination and is not a substitute for the
registration statement, proxy statement or for any other document
that GTAC may file with the SEC in connection with the Business
Combination. TYFON'S AND GTAC'S SHAREHOLDERS AND OTHER INTERESTED
PERSONS ARE ADVISED TO READ THE preliminary proxy
statement/prospectus included in the REGISTRATION STATEMENT, THE
DEFINITIVE PROXY STATEMENT/PROSPECTUS, AND ANY AMENDMENTS OR
SUPPLEMENTS THERETO, AS WELL AS THE OTHER DOCUMENTS FILED IN
CONNECTION WITH THE BUSINESS COMBINATION, CAREFULLY AND IN THEIR
ENTIRETY, WHEN THEY BECOME AVAILABLE, AS THESE MATERIALS WILL
CONTAIN IMPORTANT INFORMATION ABOUT TYFON, GTAC AND THE BUSINESS
COMBINATION. Shareholders are able to obtain copies of the
preliminary proxy statement/prospectus, the definitive proxy
statement/prospectus, once available, and other documents filed
with the SEC without charge at the SEC's website at www.sec.gov, or
by directing a request to: GTAC, 195 US Hwy 50, Suite 309,
Zephyr Cove, NV 89448; Tel: (307)
203-7980.
Participants in the Solicitation
GTAC, Tyfon and their respective directors, executive officers
and other members of management and employees may, under SEC rules,
be deemed to be participants in the solicitations of proxies from
GTAC's shareholders in connection with the Business Combination.
Information regarding the persons who may, under SEC rules, be
deemed participants in the solicitation of GTAC's shareholders in
connection with the Business Combination is contained the
Registration Statement. Additional information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests, which may, in some cases, be
different than those of GTAC's shareholders generally, has also
been included in preliminary proxy statement/prospectus, and will
be included in the definitive proxy statement/prospectus, when
available. Shareholders, potential investors and other interested
persons should read the preliminary proxy statement/prospectus and
the definitive proxy statement/prospectus, when available,
carefully before making any voting or investment decisions. You may
obtain free copies of these documents from the sources indicated
above.
Investor Relations Contact:
Robin Yang
ICR, LLC
(646) 224-6971
Tyfon.IR@icrinc.com
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SOURCE Global Technology Acquisition Corp. I