S-4 1 tv510219-s4.htm FORM S-4 tv510219-s4 - none - 87.9272044s
As filed with the U.S. Securities and Exchange Commission on January 11, 2019.
Registration No. 333-    ​
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GTY GOVTECH, INC.
(Exact Name of Registrant as Specified in its Charter)
Massachusetts
6770
83-2860149
(State or other jurisdiction of
incorporation or organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer
Identification Number)
1180 North Town Center Drive,
Suite 100
Las Vegas, Nevada 89144
(702) 945-2898
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Harry L. You
Chief Financial Officer and President
1180 North Town Center Drive, Suite 100
Las Vegas, Nevada 89144
(702) 945-2898
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Joel L. Rubinstein
Jonathan P. Rochwarger
Elliott M. Smith
Winston & Strawn LLP
200 Park Avenue
New York, New York 10166
(212) 294-6700
Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and all other conditions to the business combination described in the enclosed Proxy Statement/Prospectus have been satisfied or waived.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of  “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒
Smaller reporting company ☒ 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 7(a)(2)(B) of the Securities Act. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction: Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered
Amount to be
Registered
Proposed
Maximum
Offering Price
Per Share
Proposed
Maximum
Aggregate
Offering Price
Amount of
Registration Fee
Shares of common stock, par value $0.0001 per share(1)(2)
41,644,700 $ 10.10(3) $ 420,611,470.00(3) $ 50,978.11
Shares of common stock underlying warrants(4)
18,400,000 $ 11.50(5) $ 211,600,000.00(5) $ 25,645.92
Total
$ 632,211,470.00 $ 76,624.03
(1)
All securities being registered will be issued by GTY Govtech, Inc. (“New GTY”), a Massachusetts corporation and wholly-owned subsidiary of GTY Technology Holdings Inc. (“GTY”), a publicly-traded Cayman Islands exempted company. In connection with the business combination described in the proxy statement/prospectus included in this registration statement (the ”business combination”), GTY will merge with and into GTY Technology Merger Sub, Inc. (“GTY Merger Sub”), a Delaware corporation and wholly-owned subsidiary of New GTY, with GTY surviving the merger (the ”GTY Merger”) and all of the issued and outstanding ordinary shares of GTY will be exchanged for an equal number of shares of common stock, par value $0.0001 per share, of New GTY (the ”New GTY common stock”), and, if the warrant amendment proposal described herein is not adopted, all of the outstanding warrants to purchase ordinary shares of GTY will become exercisable to purchase an equal number of shares of New GTY common stock. As a result of the GTY Merger and related transactions, (i) GTY will become a wholly-owned subsidiary of New GTY, (ii) New GTY will change its name to ”GTY Technology Holdings Inc.” and will become the public company and (iii) the current security holders of GTY will become security holders of New GTY. As described in the proxy statement/prospectus forming a part of this registration statement, on the effective date of the GTY Merger and pursuant to the terms of the articles of organization of New GTY, all ordinary shares of GTY will be exchanged for an equal number of shares of New GTY common stock and immediately before the exchange, each outstanding unit will be separated into its component Class A ordinary share and warrant.
(2)
Such shares include (i) 21,188,462 shares to be issued in exchange for GTY Class A ordinary shares initially issued in GTY’s initial public offering, (ii) 13,675,786 shares to be issued in exchange for GTY Class A ordinary shares issued upon the conversion of GTY Class B ordinary shares prior to closing of the business combination, and (iii) 6,780,452 shares that may be issuable in exchange for GTY Class A ordinary shares to be issued in private placements to be completed immediately prior to the closing of the business combination.
(3)
Estimated solely for the purposes of calculating the registration fee in accordance with Rule 457(f)(1) and Rule 457(c) under the Securities Act of 1933, as amended (the ”Securities Act”), calculated based on the average high and low prices for the Class A ordinary shares of GTY (the company to which New GTY will succeed after the business combination) on The Nasdaq Capital Market on January 4, 2019, which was $10.10.
(4)
Represents shares of common stock of New GTY issuable upon exercise of warrants included as part of the units issued in GTY’s initial public offering, which warrants will be assumed by New GTY pursuant to the GTY Merger (assuming the warrant amendment proposal described herein is not adopted). Pursuant to the terms of the warrants, each such warrant will automatically entitle the holder to purchase one share of New GTY common stock in lieu of one ordinary share of GTY at a price of  $11.50 per share 30 days after the consummation of the business combination.
(5)
Calculated pursuant to Rule 457(g) under the Securities Act, based on the exercise price of the warrants.
This registration statement shall hereafter become effective in accordance with the provisions of section 8(a) of the Securities Act of 1933.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. The registrant may not sell the securities described herein until the registration statement filed with the United States Securities and Exchange Commission becomes effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
PRELIMINARY PROXY STATEMENT/PROSPECTUS SUBJECT TO COMPLETION, DATED JANUARY 11, 2019
PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS AND EXTRAORDINARY GENERAL MEETING OF PUBLIC WARRANT HOLDERS OF
GTY TECHNOLOGY HOLDINGS INC.
PROSPECTUS FOR
60,044,700 SHARES OF COMMON STOCK OF GTY GOVTECH, INC.
The board of directors of GTY Technology Holdings Inc., a Cayman Islands exempted company (“GTY”), has approved the transactions contemplated by the following agreements:
(i) an Agreement and Plan of Merger (as amended, the “GTY Agreement”) with GTY Govtech, Inc., a newly formed Massachusetts corporation and a wholly-owned subsidiary of GTY (“New GTY”), and GTY Technology Merger Sub, Inc., a newly formed wholly-owned subsidiary of New GTY (“GTY Merger Sub”), which, among other things, provides for the merger of GTY Merger Sub with and into GTY (the “GTY Merger”), with GTY surviving the GTY Merger as a direct, wholly-owned subsidiary of New GTY (the “GTY Merger”) (the transactions contemplated by the GTY Agreement, the “GTY Transaction”);
(ii) an Arrangement Agreement (as amended, the “Bonfire Agreement”) with Bonfire Interactive Ltd. (“Bonfire”), 1176370 B.C. Unlimited Liability Company (“Callco”), 1176363 B.C. Ltd. (“Exchangeco”) and the Bonfire Holders’ Representative named therein which, among other things, provides for the acquisition by Callco and Exchangeco of the issued and outstanding shares of Bonfire, such that Bonfire will become an indirect, wholly-owned subsidiary of New GTY (the transactions contemplated by the Bonfire Agreement, the “Bonfire Transaction”);
(iii) an Agreement and Plan of Merger (as amended, the “CityBase Agreement”) with CityBase, Inc. (“CityBase”), New GTY, GTY CB Merger Sub, Inc. (“CityBase Merger Sub”) and Shareholder Representative Services LLC which, among other things, provides for the merger of CityBase Merger Sub with and into CityBase, with CityBase surviving the merger as a direct, wholly-owned subsidiary of New GTY (the transactions contemplated by the CityBase Agreement, the “CityBase Transaction”);
(iv) an Amended and Restated Agreement and Plan of Merger (as amended, the “eCivis Agreement”) with eCivis Inc. (“eCivis”), GTY EC Merger Sub, Inc. (“eCivis Merger Sub”) and the eCivis Holders’ Representative named therein, which, among other things, provides for the merger of eCivis Merger Sub with and into eCivis, with eCivis surviving the merger as a direct, wholly-owned subsidiary of New GTY (the transactions contemplated by the eCivis Agreement, the “eCivis Transaction”);
(v) an Amended and Restated Agreement and Plan of Merger (the “Open Counter Agreement”) with Open Counter Enterprises Inc. (“Open Counter”), GTY OC Merger Sub, Inc. (“Open Counter Merger Sub”) and Shareholder Representative Services LLC, which, among other things, provides for the merger Open Counter Merger Sub with and into Open Counter, with Open Counter surviving the merger as a direct, wholly-owned subsidiary of New GTY (the transactions contemplated by the Open Counter Agreement, the “Open Counter Transaction”);
(vi) a Share Purchase Agreement (as amended, the “Questica Agreement”) with Questica Inc. and Questica USCDN Inc. (together, “Questica”), Questica Exchangeco and each of the Questica Holders named therein, which, among other things, provides for the acquisition by 1176368 B.C. Ltd. (“Questica Exchangeco”), an indirect, wholly-owned subsidiary of GTY, of all of the issued and outstanding shares of Questica, such that Questica will become an indirect, wholly-owned subsidiary of New GTY (the transactions contemplated by the Questica Agreement, the “Questica Transaction”); and
(vii) a Unit Purchase Agreement (as amended, the “Sherpa Agreement”) with Sherpa Government Solutions LLC (“Sherpa”), the holders of the issued and outstanding shares of capital stock of Sherpa (“Sherpa Units”) named therein (the “Sherpa Holders”) and the Sherpa Holders’ Representative named therein, which, among other things, provides for the sale by the Sherpa Holders to GTY of all of the Sherpa Units owned by the Sherpa Holders such that Sherpa will become a direct, wholly-owned subsidiary of New GTY (the transactions contemplated by the Sherpa Agreement, the “Sherpa Transaction”).
Bonfire, CityBase, eCivis, Open Counter, Questica and Sherpa are collectively referred to herein as the “Targets.” The GTY Agreement, Bonfire Agreement, CityBase Agreement, eCivis Agreement, Open Counter Agreement, Questica Agreement and Sherpa Agreement, are collectively referred to herein as the “Transaction Documents.” The transactions contemplated by the Transaction Documents are collectively referred to herein as the “business combination.”
As described in this proxy statement/prospectus, GTY’s shareholders are being asked to consider and vote upon, among other things, the business combination. In connection with the business combination, GTY and the Targets will become direct or indirect wholly-owned subsidiaries of New GTY.
On the effective date of the GTY Merger, each currently issued and outstanding Class A ordinary share, par value $0.0001 per share, of GTY (the “Class A ordinary shares”) will be cancelled and will automatically convert into one share of common stock, par value $0.0001 per share, of New GTY (“New GTY common stock”), in accordance with the terms of the articles of organization of New GTY to be filed with the Secretary of State of the Commonwealth of Massachusetts (the “Proposed Charter”). In addition, on the effective date of the GTY Merger, each Class B ordinary share, par value $0.0001 per share, of GTY (the “Class B ordinary shares”) will automatically convert by operation of law into Class A ordinary shares in connection with the business combination, immediately following which, all such shares will be cancelled and will automatically convert into one share of New GTY common stock in accordance with the terms of the Proposed Charter.
This proxy statement/prospectus covers the following securities of New GTY to be issued in the GTY Merger: (i) 2,039,044 units (each unit consisting of one share of New GTY common stock and one-third of one warrant to purchase one share of New GTY common stock (assuming the warrant amendment proposal described herein is not adopted)), representing the units that were registered in our initial public offering, less those that have been separated into their underlying public shares (as defined herein) and public warrants (as defined herein); (ii) 43,299,418 shares of New GTY common stock, representing our currently issued and outstanding Class A ordinary shares and Class B ordinary shares and the shares of New GTY common stock that we may issue pursuant to the terms of the Transaction Documents, less the number of public shares that are represented by the aforementioned units; and (iii) 26,413,638 warrants to acquire shares of New GTY common stock, representing our currently issued and outstanding warrants less the number of public warrants that are represented by the aforementioned units (assuming the warrant amendment proposal is not adopted). If the warrant amendment proposal described herein is adopted, none of the aforementioned warrants will be issued in the GTY Merger.
GTY’s units, Class A ordinary shares and public warrants are currently listed on The Nasdaq Capital Market (“Nasdaq”) under the symbols “GTYHU,” “GTYH” and “GTYHW,” respectively. GTY has applied to list the New GTY common stock and public warrants effective upon the consummation of the business combination, on Nasdaq under the proposed symbols “GTYH” and “GTYHW,” respectively. If the warrant amendment proposal is adopted, GTY will withdraw its application to list the public warrants on Nasdaq.
This proxy statement/prospectus provides you with detailed information about the business combination and other matters to be considered at the extraordinary general meeting of shareholders and the extraordinary general meeting of public warrant holders. We urge you to carefully read this entire document and the documents incorporated herein by reference. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 47 of this proxy statement/prospectus.
This proxy statement/prospectus is dated           , 2019, and is first being mailed to GTY shareholders and public warrant holders on or about           , 2019.

GTY TECHNOLOGY HOLDINGS INC.
A Cayman Islands Exempted Company
(Company Number 314033)
1180 North Town Center Drive, Suite 100
Las Vegas, Nevada 89144
NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE
HELD ON [           ], 2019
TO THE SHAREHOLDERS OF GTY TECHNOLOGY HOLDINGS INC.:
NOTICE IS HEREBY GIVEN that an extraordinary general meeting of shareholders (the “general meeting”) of GTY Technology Holdings Inc., a Cayman Islands exempted company, company number 314033 (“GTY,” “we,” “us” or “our”), will be held at [    ] a.m. Eastern Time, on [           ], 2019, at the offices of Winston & Strawn LLP, at 200 Park Avenue, New York, New York 10166. You are cordially invited to attend the meeting, which will be held for the following purposes:
(a)
Proposal No. 1 — The GTY Merger Proposal — to consider and vote upon a proposal to approve by special resolution and adopt:
an Agreement and Plan of Merger (as amended, the “GTY Agreement”) with GTY GovTech, Inc., a newly formed Massachusetts corporation and a wholly-owned subsidiary of GTY (“New GTY”), and GTY Technology Merger Sub, Inc., a newly formed wholly-owned subsidiary of New GTY (“GTY Merger Sub”), which, among other things, provides for the merger of GTY Merger Sub with and into GTY (the “GTY Merger”), with GTY surviving the GTY Merger as a direct, wholly-owned subsidiary of New GTY (the “GTY Merger”) (the transactions contemplated by the GTY Agreement, the “GTY Transaction”) (we refer to this as the “GTY merger proposal”);
(b)
Proposal No. 2 — The Business Combination Proposal — to consider and vote upon a proposal to approve by ordinary resolution and adopt:
(i)
an Arrangement Agreement (as amended, the “Bonfire Agreement”) with Bonfire Interactive Ltd. (“Bonfire”), 1176370 B.C. Unlimited Liability Company (“Callco”), 1176363 B.C. Ltd. (“Exchangeco”) and the Bonfire Holders’ Representative named therein which, among other things, provides for the acquisition by Callco and Exchangeco of the issued and outstanding shares of Bonfire, such that Bonfire will become an indirect, wholly-owned subsidiary of New GTY (the transactions contemplated by the Bonfire Agreement, the “Bonfire Transaction”);
(ii)
an Agreement and Plan of Merger (as amended, the “CityBase Agreement”) with CityBase, Inc. (“CityBase”), New GTY, GTY CB Merger Sub, Inc. (“CityBase Merger Sub”) and Shareholder Representative Services LLC which, among other things, provides for the merger of CityBase Merger Sub with and into CityBase, with CityBase surviving the merger as a direct, wholly-owned subsidiary of New GTY (the transactions contemplated by the CityBase Agreement, the “CityBase Transaction”);
(iii)
an Amended and Restated Agreement and Plan of Merger (the “eCivis Agreement”) with eCivis Inc. (“eCivis”), GTY EC Merger Sub, Inc. (“eCivis Merger Sub”) and the eCivis Holders’ Representative named therein, which, among other things, provides for the merger of eCivis Merger Sub with and into eCivis, with eCivis surviving the merger as a direct, wholly-owned subsidiary of New GTY (the transactions contemplated by the eCivis Agreement, the “eCivis Transaction”);
(iv)
an Amended and Restated Agreement and Plan of Merger (the “Open Counter Agreement”) with Open Counter Enterprises Inc. (“Open Counter”), GTY OC Merger Sub, Inc. (“Open Counter Merger Sub”) and Shareholder Representative Services LLC, which, among other things, provides for the merger Open Counter Merger Sub with and into Open Counter, with Open Counter surviving the merger as a direct, wholly-owned subsidiary of New GTY (the transactions contemplated by the Open Counter Agreement, the “Open Counter Transaction”);

(v)
a Share Purchase Agreement (as amended, the “Questica Agreement”) with Questica Inc. and Questica USCDN Inc. (together, “Questica”), Questica Exchangeco and each of the Questica Holders named therein, which, among other things, provides for the acquisition by 1176368 B.C. Ltd. (“Questica Exchangeco”), an indirect, wholly-owned subsidiary of GTY, of all of the issued and outstanding shares of Questica, such that Questica will become an indirect, wholly-owned subsidiary of New GTY (the transactions contemplated by the Questica Agreement, the “Questica Transaction”); and
(vi)
a Unit Purchase Agreement (as amended, the “Sherpa Agreement” and together with the GTY Agreement, Bonfire Agreement, CityBase Agreement, eCivis Agreement, Open Counter Agreement and Questica Agreement, the “Transaction Documents”) with Sherpa Government Solutions LLC (“Sherpa” and together with Bonfire, CityBase, eCivis, Open Counter and Questica, the “Targets”), the holders of the issued and outstanding shares of capital stock of Sherpa (“Sherpa Units”) named therein (the “Sherpa Holders”) and the Sherpa Holders’ Representative named therein, which, among other things, provides for the sale by the Sherpa Holders to GTY of all of the Sherpa Units owned by the Sherpa Holders such that Sherpa will become a direct, wholly-owned subsidiary of New GTY (the transactions contemplated by the Sherpa Agreement, the “Sherpa Transaction” and together with the transactions contemplated by the other Transaction Documents, the “business combination”) (we refer to this as the “business combination proposal”);
(c)
The Organizational Documents Proposals — to consider and vote upon the following nine separate proposals (which we refer to, collectively, as the “organizational documents proposals”) to approve by special resolution, assuming the GTY merger proposal and the business combination proposal are approved and adopted, the following material differences between the current second amended and restated memorandum and articles of association of GTY (the “Existing Organizational Documents”) and the proposed new articles of organization (the “Proposed Charter”) and the proposed new bylaws (the “Proposed Bylaws” and together with the Proposed Charter, the “Proposed Organizational Documents”) of New GTY (which will change its name to GTY Technology Holdings Inc. immediately following the closing of the business combination):
(1)
Proposal No. 3 — Organizational Documents Proposal A — to approve the provision in the Proposed Charter changing the authorized share capital from $45,100 divided into 400,000,000 Class A ordinary shares, par value $0.0001 per share (“Class A ordinary shares”), 50,000,000 Class B ordinary shares, par value $0.0001 per share (“Class B ordinary shares”), and 1,000,000 preferred shares, par value $0.0001 per share (“preferred shares”), to authorized capital stock of 425,000,000 shares, consisting of  (x) 400,000,000 shares of common stock, par value $0.0001 per share (“New GTY common stock”), and (y) 25,000,000 shares of preferred stock (we refer to this as “organizational documents proposal A”);
(2)
Proposal No. 4 — Organizational Documents Proposal B — to approve the provision in the Proposed Bylaws providing that directors will be elected if  “for” votes exceed “against” votes in uncontested elections and by plurality vote in contested elections, rather than by an affirmative vote of a majority of the issued and outstanding shares entitled to vote and actually cast thereon as required under the Existing Organizational Documents;
(3)
Proposal No. 5 — Organizational Documents Proposal C — to approve the provision in the Proposed Bylaws providing that a director may only be removed for cause by the affirmative vote of a majority of the shares entitled to vote at an election of directors and only at a shareholder meeting called for the purpose of removing such director, rather than by an affirmative vote of a majority of the issued and outstanding shares entitled to vote and actually cast thereon or by the vote of all other directors as required under the Existing Organizational Documents;
(4)
Proposal No. 6 — Organizational Documents Proposal D — to approve the provisions in the Proposed Bylaws providing for certain advance notice procedures that shareholders must comply with in order to bring business before a shareholder meeting or to nominate candidates for election as directors;

(5)
Proposal No. 7 — Organizational Documents Proposal E — to approve the provision in the Proposed Charter providing that the Business Litigation Session of the Superior Court for Suffolk County, Massachusetts and United States District Court for the District of Massachusetts sitting in Boston, Massachusetts will be the sole and exclusive forum for certain shareholder litigation;
(6)
Proposal No. 8 — Organizational Documents Proposal F — to approve the provision in the Proposed Charter providing that amendments to the Proposed Charter will generally require the affirmative vote of a majority of shares generally entitled to vote on such matter or action by the board of directors pursuant to Subsection (c) of Section 10.03 of the Massachusetts Business Corporation Act (“MBCA”), rather than two-thirds of the issued and outstanding shares entitled to vote and actually cast thereon as generally required under the Existing Organizational Documents;
(7)
Proposal No. 9 — Organizational Documents Proposal G — to approve the provision in the Proposed Bylaws providing that the Proposed Bylaws may generally be amended by a majority vote of the directors or by a majority vote of shareholders at a shareholder meeting called for such purpose, rather than by two-thirds of the issued and outstanding shares entitled to vote and actually cast thereon as generally required under the Existing Organizational Documents;
(8)
Proposal No. 10 — Organizational Documents Proposal H — to approve the provision in the Proposed Bylaws providing that, subject to certain exceptions, shareholders who hold an aggregate of at least 40% of all votes entitled to be cast may call a special meeting of shareholders, rather than not less than 30% in par value of issued shares that carry the right to vote at general meetings as required under the Existing Organizational Documents;
(9)
Proposal No. 11 — Organizational Documents Proposal I — to approve all other differences between the Existing Organizational Documents of GTY with the Proposed Charter of New GTY as a result of the GTY Merger, including, among other things, (i) the name of the new public entity will be “GTY Technology Holdings Inc.”, and (ii) the lack of certain provisions related to GTY’s status as a blank check company that are not applicable to New GTY, all of which GTY’s board of directors believe are necessary to adequately address the needs of New GTY after the business combination (we refer to this as “organizational documents proposal I”);
(d)
Proposal No. 12 — The Stock Issuance Proposal — to consider and vote upon a proposal to approve by ordinary resolution, assuming the GTY merger proposal, business combination proposal and the organizational documents proposals are approved and adopted, for the purposes of complying with the applicable listing rules of The Nasdaq Stock Market (“Nasdaq”), the issuance of shares of New GTY common stock to the Bonfire Holders, the CityBase Holders, the eCivis Holders, the Open Counter Holders, the Questica Holders and the Sherpa Holders, PIPE investors and any Additional PIPE investors (as defined herein), in each case as described in the accompanying proxy statement/prospectus, as it may be amended, revised or supplemented from time to time (we refer to this proposal as the “stock issuance proposal”);
(e)
Proposal No. 13 — The Incentive Plan Proposal — to consider and vote upon a proposal to approve by ordinary resolution, assuming the GTY merger proposal, business combination proposal, the organizational documents proposals and the stock issuance proposal are approved and adopted, the GTY Technology Holdings Inc. 2019 Omnibus Incentive Plan, a copy of which is attached to the accompanying proxy statement/prospectus as Annex K (we refer to this proposal as the “incentive plan proposal” and, collectively with the GTY merger proposal, business combination proposal, the organizational documents proposals and the stock issuance proposal, the “condition precedent proposals”); and
(f)
Proposal No. 14 — The Adjournment Proposal — to consider and vote upon a proposal to approve by ordinary resolution the adjournment of the general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at

the time of the general meeting, any of the condition precedent proposals would not be duly approved and adopted by our shareholders or we determine that one or more of the closing conditions under the Transaction Documents is not satisfied or waived (we refer to this proposal as the “adjournment proposal”).
Only holders of record of GTY’s Class A ordinary shares and Class B ordinary shares (collectively, “ordinary shares”) at the close of business on [           ], 2019 are entitled to notice of and to vote and have their votes counted at the general meeting and any adjournment of the general meeting.
GTY is also holding an extraordinary general meeting of its public warrant holders to consider and vote upon a proposal (the “warrant amendment proposal”) to approve by ordinary resolution and adopt an amendment to the Warrant Agreement, dated as of October 26, 2016 (the “Warrant Agreement”), between GTY and Continental Stock Transfer & Trust Company, pursuant to which, upon the closing of the business combination, (i) public warrant holders who follow the procedures set forth in the accompanying proxy statement/prospectus will have the option to either (a) have their warrants survive the closing of the business combination and become exercisable for New GTY common stock in accordance with the terms of the Warrant Agreement, as amended, or (b) have their warrants exchanged at the closing for $2.00 per warrant in cash, subject to the limitations and proration as described in the accompanying proxy statement/​prospectus, (ii) any public warrant holder who does not elect to have their warrants exchanged for cash will have their warrants survive the closing of the business combination and become exercisable for New GTY common stock in accordance with the terms of the Warrant Agreement, as amended, and (iii) the private placement warrants will be exchanged at the closing for $0.75 per warrant in cash, subject to the limitations described in the accompanying proxy statement/prospectus.
We are providing the accompanying proxy statement/prospectus and accompanying proxy card to our shareholders in connection with the solicitation of proxies to be voted at the general meeting and at any adjournment of the general meeting. Whether or not you plan to attend the general meeting, we urge you to read the accompanying proxy statement/prospectus (and any documents incorporated into the accompanying proxy statement/prospectus by reference) carefully. Please pay particular attention to the section entitled “Risk Factors.”
After careful consideration, GTY’s board of directors has determined that each of the GTY merger proposal, business combination proposal, the organizational documents proposals, the stock issuance proposal, the incentive plan proposal and the adjournment proposal are in the best interests of GTY and its shareholders and recommends that you vote or give instruction to vote “FOR” each of those proposals.
In connection with such approval of the business combination proposal and the recommendation that GTY’s shareholders approve the business combination proposal, Stephen Rohleder and Charles Wert, members of GTY's board of directors, recused themselves from all discussions, deliberations and proceedings relating to the CityBase Transaction, its approval and the recommendation that GTY’s shareholders approve the business combination with respect to the CityBase Transaction due to Mr. Rohleder’s and Mr. Wert’s respective interests in the CityBase Transaction as investors in CityBase’s Series C Preferred Stock. See “The Business Combination Proposal — Interests of GTY’s Directors and Officers in the Business Combination.”
In addition to the foregoing, the existence of financial and personal interests of GTY’s directors may result in a conflict of interest on the part of one or more of the directors between what he or they may believe is in the best interests of GTY and its shareholders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. See the section entitled “The Business Combination Proposal — Interests of GTY’s Directors and Officers in the Business Combination” in the accompanying proxy statement/prospectus for a further discussion.
Under the Transaction Documents, the approval of each of the condition precedent proposals is a condition to the consummation of the business combination. The adoption of each condition precedent proposal is conditioned on the approval of all of the condition precedent proposals. The adjournment proposal is not conditioned on the approval of any other proposal. If our shareholders do not approve each of the condition precedent proposals, the business combination may not be consummated. The approval of the warrant amendment proposal is not a condition to the consummation of the business combination. None of the condition precedent proposals are conditioned on the approval of the warrant amendment proposal. The adoption of the warrant amendment proposal is conditioned on the approval of all of the condition precedent proposals.

In connection with our initial public offering, our “initial shareholders” (consisting of GTY Investors, LLC, a Delaware limited liability company (our “Sponsor”) and our officers and directors) entered into a letter agreement to vote their Class B ordinary shares purchased prior to our initial public offering (“founder shares”), as well as any Class A ordinary shares sold by us in our initial public offering (“public shares”) purchased by them during or after our initial public offering, in favor of the business combination proposal and we also expect them to vote their shares in favor of all other proposals being presented at the general meeting. As of the date hereof, our initial shareholders own 39.44% of our total outstanding ordinary shares.
Pursuant to GTY’s Existing Organizational Documents, a holder of public shares (“public shareholder”) may request that GTY repurchase (such repurchase referred to herein as a redemption) all or a portion of its public shares (which would become shares of New GTY common stock) for cash if the business combination is consummated. For the purposes of Articles 9 and 49.3 of the Existing Organizational Documents and the Cayman Islands Companies Law (2018 Revision), the exercise of redemption rights shall be treated as an election to have such public shares repurchased for cash and references in the accompanying proxy statement/prospectus shall be interpreted accordingly. You will be entitled to receive cash for any public shares to be redeemed only if you:
(i)
(a) hold public shares or (b) hold public shares through units and you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and
(ii)
prior to [    ] a.m., Eastern Time, on [           ], 2019, (a) submit a written request to Continental Stock Transfer & Trust Company, GTY’s transfer agent (the “transfer agent”), that GTY redeem your public shares for cash and (b) deliver your public shares to the transfer agent, physically or electronically through Depository Trust Company (“DTC”).
Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. No fractional public warrants will be issued upon separation of the units. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact the transfer agent directly and instruct it to do so. Public shareholders may elect to redeem all or a portion of their public shares even if they vote for the GTY merger proposal and the business combination proposal. If the business combination is not consummated, the public shares will not be redeemed for cash. If a public shareholder properly exercises its right to redeem its public shares and timely delivers its shares to the transfer agent, we will redeem each public share for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account established in connection with our initial public offering (the “trust account”), calculated as of two business days prior to the consummation of the business combination, including interest earned on the trust account (net of taxes payable), divided by the number of then outstanding public shares. For illustrative purposes, as of January 7, 2019, this would have amounted to approximately $10.27 per public share. If a public shareholder exercises its redemption rights, then it will be exchanging its redeemed public shares for cash and will no longer own such shares. See “Extraordinary General Meeting — Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.
Notwithstanding the foregoing, a holder of public shares, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 20% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the public shares, then any such shares in excess of that 20% limit would not be redeemed for cash.
Under the Transaction Documents, GTY will merge with and into GTY Merger Sub, with GTY surviving the merger. As a result of the GTY Merger and related transactions, GTY will become a wholly-owned subsidiary New GTY and the Targets will become direct or indirect wholly-owned subsidiaries of New GTY.

The consummation of the business combination is conditioned upon, among other things, (i) approval by GTY’s shareholders of the condition precedent proposals and (ii) the availability of at least $270 million of cash to GTY, after giving effect to the redemptions of public shares, which may be met by aggregating (x) amounts held in the trust account and (y) any other immediately available funds made available to GTY at the closing of the business combination, including through the issuance of debt or equity securities by GTY pursuant to definitive agreements entered into on or before January 18, 2019, so long as obtaining such funds pursuant to such agreements would not have a material adverse effect on the price of New GTY’s common stock or on the creditworthiness of New GTY and its subsidiaries taken as a whole (“Alternative Financing Sources”). Unless waived, if any of these conditions are not satisfied, the business combination may not be consummated. Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. See “The Business Combination Proposal — The Transaction Documents.”
In order to help meet the condition that we have at least $270 million of cash available upon the closing of the business combination, we have entered into subscription agreements with institutional and accredited investors (the “PIPE investors”) pursuant to which such investors have agreed to purchase, immediately prior to the closing of the business combination, an aggregate of 6,656,238 Class A ordinary shares at a price of  $10.00 per share, or an aggregate cash purchase price of  $66,562,380, subject to certain conditions, including the approval of the business combination. Our sponsor will surrender to GTY for cancellation at no cost 124,214 Class B ordinary shares and GTY will issue an additional 124,214 Class A ordinary shares in the aggregate to certain of such investors in consideration of their subscriptions. We may enter into subscription agreements with additional investors (“Additional PIPE investors”) to offset any potential redemptions in connection with the business combination.
Initially, we were required to complete our initial business combination by November 1, 2018, which was 24 months from the closing of our initial public offering. On October 30, 2018, our shareholders approved a proposal to amend our second amended and restated memorandum and articles of association to extend the date by which we have to consummate an initial business combination from November 1, 2018 to May 1, 2019. In connection with such proposal, our public shareholders had the right to elect to redeem their public shares for a per share price, payable in cash, based upon the aggregate amount then on deposit in the trust account. Our public shareholders holding 34,011,538 Class A ordinary shares out of a total of 55,200,000 Class A ordinary shares validly elected to redeem their public shares and, accordingly, after giving effect to such redemptions, the balance in GTY’s trust account was approximately $216.8 million.
All GTY shareholders are cordially invited to attend the general meeting in person. To ensure your representation at the general meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If you are a shareholder of record holding ordinary shares, you may also cast your vote in person at the general meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the general meeting and vote in person, obtain a proxy from your broker or bank. If you do not vote or do not instruct your broker or bank how to vote, it will have no effect on the proposals because such action would not count as a vote cast at the general meeting.
Your vote is important regardless of the number of shares you own. Whether you plan to attend the general meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.
Your attention is directed to the proxy statement/prospectus accompanying this notice (including the annexes thereto) for a more complete description of the proposed business combination and related transactions and each of the proposals. We urge you to read the accompanying proxy statement/prospectus carefully. If you have any questions or need assistance voting your ordinary shares, please contact Morrow Sodali LLC, our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing GTYH.info@morrowsodali.com. This notice of Extraordinary General Meeting of Shareholders and the proxy statement/prospectus are available at www.cstproxy.com/​gtytechnologyholdings/sm2019.

Thank you for your participation. We look forward to your continued support.
By Order of the Board of Directors,
           , 2019
William D. Green
Co-Chief Executive Officer
IF YOU RETURN YOUR PROXY CARD SIGNED AND WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (I) IF YOU HOLD CLASS A ORDINARY SHARES THROUGH UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING CLASS A ORDINARY SHARES AND PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (II) SUBMIT A WRITTEN REQUEST TO THE TRANSFER AGENT THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH, AND (III) DELIVER YOUR CLASS A ORDINARY SHARES TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY, USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “EXTRAORDINARY GENERAL MEETING — REDEMPTION RIGHTS” IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.
Neither the United States Securities and Exchange Commission nor any state securities commission has approved or disapproved of the transactions described in the accompanying proxy statement/prospectus, passed upon the merits or fairness of any of the Transaction Documents or the transactions contemplated thereby, or passed upon the adequacy or accuracy of the accompanying proxy statement/prospectus. Any representation to the contrary is a criminal offense.

GTY TECHNOLOGY HOLDINGS INC.
A Cayman Islands Exempted Company
(Company Number 314033)
1180 North Town Center Drive, Suite 100
Las Vegas, Nevada 89144
NOTICE OF EXTRAORDINARY GENERAL MEETING OF PUBLIC WARRANT HOLDERS TO BE HELD ON [           ], 2019
TO THE PUBLIC WARRANT HOLDERS OF GTY TECHNOLOGY HOLDINGS INC.:
NOTICE IS HEREBY GIVEN that an extraordinary general meeting of public warrant holders (the “warrant holder meeting”) of GTY Technology Holdings Inc., a Cayman Islands exempted company, company number 314033 (“GTY,” “we,” “us” or “our”), will be held at [    ] a.m. Eastern Time, on [           ], 2019, at the offices of Winston & Strawn LLP, at 200 Park Avenue, New York, New York 10166. You are cordially invited to attend the meeting, which will be held for the following purposes:
(a)
Warrant Holder Proposal No. 1 — The Warrant Amendment Proposal —  to consider and vote upon a proposal to approve by ordinary resolution and adopt an amendment to the Warrant Agreement, dated as of October 26, 2016 (the “Warrant Agreement”), between GTY and Continental Stock Transfer & Trust Company, pursuant to which, upon the closing of the business combination, (i) public warrant holders who follow the procedures set forth in the accompanying proxy statement/prospectus will have the option to either (a) have their warrants survive the closing of the business combination and become exercisable for New GTY common stock in accordance with the terms of the Warrant Agreement, as amended, or (b) have their warrants exchanged at the closing for $2.00 per warrant in cash, subject to the limitations and proration as described in the accompanying proxy statement/prospectus, (ii) any public warrant holder who does not elect to have their warrants exchanged for cash will have their warrants survive the closing of the business combination and become exercisable for New GTY common stock in accordance with the terms of the Warrant Agreement, as amended, and (iii) the private placement warrants will be exchanged at the closing for $0.75 per warrant in cash, subject to the limitations described in the accompanying proxy statement/prospectus; and
(b)
Warrant Holder Proposal No. 2 — The Warrant Holder Adjournment Proposal — to consider and vote upon a proposal to approve by ordinary resolution the adjournment of the warrant holder meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the warrant holder meeting, there are not sufficient votes to approve the warrant amendment proposal (the “warrant holder adjournment proposal”).
GTY is also holding an extraordinary general meeting of its shareholders to consider and vote upon a proposal to approve the business combination as well as a number of related proposals.
Only holders of record of public warrants at the close of business on [           ], 2019 are entitled to notice of and to vote and have their votes counted at the warrant holder meeting and any adjournment of the warrant holder meeting.
Approval of the warrant amendment proposal requires the affirmative vote of holders of 50% of GTY’s outstanding public warrants. Approval of the warrant amendment proposal is not a condition to the closing of the business combination. The adoption of the warrant amendment proposal is conditioned on the approval of all of the condition precedent proposals (as defined in the proxy statement/prospectus accompanying this notice) at GTY’s extraordinary general meeting of shareholders. The warrant holder adjournment proposal is not conditioned on the approval of any other proposal. If our shareholders do not approve each of the condition precedent proposals, the business combination may not be consummated.
We are providing the accompanying proxy statement/prospectus and accompanying proxy card to our public warrant holders in connection with the solicitation of proxies to be voted at the warrant holder meeting and at any adjournment of the warrant holder meeting. Whether or not you plan to attend the

warrant holder meeting, we urge you to read the accompanying proxy statement/prospectus (and any documents incorporated into the accompanying proxy statement/prospectus by reference) carefully. Please pay particular attention to the section entitled “Risk Factors.”
After careful consideration, GTY’s board of directors has determined that each of the warrant amendment proposal and the warrant holder adjournment proposal are in the best interests of GTY and its public warrant holders and recommends that you vote or give instruction to vote “FOR” each of those proposals.
The existence of financial and personal interests of GTY’s directors may result in a conflict of interest on the part of one or more of the directors between what he or they may believe is in the best interests of GTY and its warrant holders and what he or they may believe is best for himself or themselves in determining to recommend that warrant holders vote for the proposals. See the section entitled “The Business Combination Proposal — Interests of GTY’s Directors and Officers in the Business Combination” in the accompanying proxy statement/prospectus for a further discussion.
All GTY public warrant holders are cordially invited to attend the warrant holder meeting in person. To ensure your representation at the warrant holder meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If you are a warrant holder of record holding public warrants, you may also cast your vote in person at the warrant holder meeting. If your public warrants are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your public warrants or, if you wish to attend the warrant holder meeting and vote in person, obtain a proxy from your broker or bank. If you do not vote or do not instruct your broker or bank how to vote, it will have no effect on the proposals because such action would not count as a vote cast at the warrant holder meeting.
Your vote is important regardless of the number of public warrants you own. Whether you plan to attend the warrant holder meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the public warrants you beneficially own are properly counted.
Your attention is directed to the proxy statement/prospectus accompanying this notice (including the annexes thereto) for a more complete description of the proposed business combination and related transactions and each of the proposals. We urge you to read the accompanying proxy statement/prospectus carefully. If you have any questions or need assistance voting your ordinary shares, please contact Morrow Sodali LLC, our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing GTYH.info@morrowsodali.com. This notice of Extraordinary General Meeting of Public Warrant Holders and the proxy statement/prospectus are available at www.cstproxy.com/​gtytechnologyholdings/sm2019.
Thank you for your participation. We look forward to your continued support.
By Order of the Board of Directors,
           , 2019
William D. Green
Co-Chief Executive Officer
IF YOU RETURN YOUR PROXY CARD SIGNED AND WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR PUBLIC WARRANTS WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.
Neither the United States Securities and Exchange Commission nor any state securities commission has approved or disapproved of the transactions described in the accompanying proxy statement/prospectus, passed upon the merits or fairness of any of the Transaction Documents or the transactions contemplated thereby, or passed upon the adequacy or accuracy of the accompanying proxy statement/prospectus. Any representation to the contrary is a criminal offense.

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ANNEXES
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REFERENCES TO ADDITIONAL INFORMATION
This proxy statement/prospectus incorporates important information that is not included in or delivered with this proxy statement/prospectus. This information is available for you to review at the SEC’s public reference room located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549, and through the SEC’s website at www.sec.gov.
You may request copies of this proxy statement/prospectus and any of the documents incorporated by reference into this proxy statement/prospectus or other information concerning GTY, without charge, by written request to Harry L. You, Chief Financial Officer, GTY Technology Holdings Inc., 1180 North Town Center Drive, Suite 100, Las Vegas, Nevada 89144, or by telephone request at (702) 945-2898; or Morrow Sodali LLC, our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing GTYH.info@morrowsodali.com, or from the SEC through the SEC website at the address provided above.
In order for you to receive timely delivery of the documents in advance of the general meeting and warrant holder meeting of GTY to be held on [           ], 2019, you must request the information no later than four business days prior to the date of the general meeting and warrant holder meeting, by [           ], 2019.
1

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
The statements contained in this proxy statement/prospectus and in any document incorporated by reference herein that are not purely historical are forward-looking statements. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. The information included in this proxy statement/prospectus in relation to the Targets and New GTY has been provided by each of the Targets and New GTY and their management, and forward-looking statements include statements relating to each of the Target’s and New GTY’s management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement/prospectus and in any document incorporated by reference herein may include, for example, statements about:

our ability to complete the business combination, or, if we do not consummate the business combination, any other initial business combination, and to realize the benefits of the business combination;

satisfaction of conditions to the business combination, including: (i) approval by GTY’s shareholders of the condition precedent proposals and (ii) the availability of at least $270 million of cash to GTY, after giving effect to the redemptions of public shares, which may be met by aggregating (x) amounts held in the trust account and (y) any other immediately available funds made available to GTY at the closing of the business combination, including through the issuance of debt or equity securities by GTY pursuant to definitive agreements entered into on or before January 18, 2019, so long as obtaining such funds pursuant to such agreements would not have a material adverse effect on the price of New GTY’s common stock or on the creditworthiness of New GTY and its subsidiaries taken as a whole;

the occurrence of any event, change or other circumstances that could give rise to the termination of the Transaction Documents;

the ability to obtain and/or maintain the listing of New GTY common stock on Nasdaq following the business combination;

our ability to raise financing in the future;

our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving the business combination;

our potential ability to obtain financing to complete the business combination;

our public securities’ potential liquidity and trading;

the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;

factors relating to the business, operations and financial performance of the Targets, including:

their ability to effectively compete in the government technology industry;

their ability to successfully acquire and integrate new operations;

market conditions and global and economic conditions and other factors beyond the Targets’ control;

intense competition and competitive pressures from other companies;

litigation and the ability to adequately protect the Targets’ intellectual property rights; and
2


other factors detailed under the section entitled “Risk Factors”.
The forward-looking statements contained in this proxy statement/prospectus and in any document incorporated by reference herein are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors” in this proxy statement. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
Before a shareholder or warrant holder grants its proxy or instructs how its vote should be cast or vote on the proposals to be put to the general meeting, it should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement/prospectus may adversely affect GTY, the Targets, or, following the consummation of the business combination, New GTY.
3

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS
Q:
Why am I receiving this proxy statement/prospectus?
A:
GTY is proposing to consummate a business combination with the Targets. GTY and the Targets have entered into their respective Transaction Documents, the terms of which are described in this proxy statement/prospectus. A copy of each of the Transaction Documents, as amended, is attached to this proxy statement/prospectus attached as Annex A, B, C, D, E, F and G, respectively. GTY urges its shareholders to read the Transaction Documents in their entirety. Under the Transaction Documents, GTY will merge with and into GTY Merger Sub, with GTY surviving the merger. As a result of the GTY Merger, all of the issued and outstanding ordinary shares of GTY will be exchanged for an equal number of shares of New GTY common stock and, if the warrant amendment proposal is not approved, all of the outstanding warrants to purchase ordinary shares of GTY will become exercisable to purchase an equal number of shares of New GTY common stock on the existing terms and conditions of such warrants in accordance with the terms of such warrants (the “New GTY warrants”). In addition, the Targets will become direct or indirect wholly-owned subsidiaries of New GTY.
Consummation of the business combination requires the approval of shareholders holding a majority of the ordinary shares voting at the general meeting.
GTY is also seeking the approval of its public warrant holders to amend the Warrant Agreement, pursuant to which amendment, upon the closing of the business combination, (i) public warrant holders who follow the procedures set forth in this proxy statement/prospectus will have the option to either (a) have their warrants survive the closing of the business combination and become exercisable for New GTY common stock in accordance with the terms of the Warrant Agreement, as amended, or (b) have their warrants exchanged at the closing for $2.00 per warrant in cash, subject to the limitations and proration as described in this proxy statement/prospectus, (ii) any public warrant holder who does not elect to have their warrants exchanged for cash will have their warrants survive the closing of the business combination and become exercisable for New GTY common stock in accordance with the terms of the Warrant Agreement, as amended, and (iii) the private placement warrants will be exchanged at the closing for $0.75 per warrant in cash, subject to the limitations described in this proxy statement/prospectus.
THE VOTE OF SHAREHOLDERS AND PUBLIC WARRANT HOLDERS IS IMPORTANT. SHAREHOLDERS AND PUBLIC WARRANT HOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS.
Q:
Why is GTY proposing the business combination?
A:
GTY was organized to effect a merger, capital stock exchange, asset acquisition or other similar business combination with one or more businesses.
In New GTY following the business combination, we are creating the leading public sector software-as-a-service (SaaS) company that will offer a cloud-based suite of solutions for North American state and local governments. Immediately upon closing of the business combination, we will have six wholly-owned subsidiaries in five of the fastest growing segments in the government technology sector, including payments, budgeting, permitting, procurement and grants management. We will operate a payments engine with a “digital city hall” interface between government constituents, public schools, hospitals, utilities and vendors. We expect to be a high growth company with expanding gross profit margins, targeting a large, highly fragmented, addressable market. New GTY will be well-positioned to lead the digital transformation of this market with an integrated suite of capabilities: through CityBase we will provide digital services, web and mobile payments and payment kiosks; through Open Counter we will automate and simplify the permitting process; through Questica and Sherpa, we will provide unified performance management and agile budgeting solutions; through Bonfire we will provide an intelligent procurement software, aggregating supplier data and streamlining the decision-making process; and through eCivis we will provide a modern platform to maximize grant resources, improve fiscal health and pursue and properly manage $1 trillion in grants available annually.
4

See “The Business Combination Proposal — GTY’s Board of Directors’ Reasons for Approval of the Business Combination.”
Q:
What will Bonfire’s equity holders receive in return for the acquisition of Bonfire by New GTY?
A:
Upon consummation of the Bonfire Transaction, New GTY will (i) pay the holders of Bonfire capital stock (“Bonfire Holders”) an aggregate of up to $47,000,000 in cash, subject to certain customary adjustments contained in the Bonfire Agreement, including an increase for cash and a reduction for indebtedness of Bonfire and its subsidiaries at the time of the closing of the Bonfire Transaction (the “Bonfire Closing”), and (ii) issue to the Bonfire Holders a number of shares of New GTY common stock or a number of exchangeable shares in the capital of Bonfire Exchangeco (the “Bonfire Exchangeco Shares”) with an aggregate fair market value equal to $51,000,000.
In the event that the gross proceeds made available to GTY from any Alternative Financing Sources (as defined below under “What happens if a substantial number of the public shareholders exercise their redemption rights?”) and the amount of funds in the Trust Account is at least $325,000,000, $2,000,000 of the overall consideration payable to the Bonfire shareholders will be payable in cash rather than shares of New GTY common stock, increasing the aggregate cash consideration payable to the Bonfire Holders to $49,000,000 and decreasing the number of shares payable to Bonfire Holders to a number of shares with an aggregate fair market value equal to $49,000,000.
In addition, Bonfire Holders may receive, following the Bonfire Closing and based on Bonfire’s revenues and EBIT for the fiscal years ended December 31, 2019 and 2020, respectively, earn-out payments in an aggregate amount not to exceed $10,000,000, payable 50% in cash and 50% in New GTY common stock (the “Bonfire Earn-out Shares”). GTY has agreed to file a registration statement on Form S-3 covering the resale of any shares of New GTY common stock and Bonfire Earn-out Shares issued to the Bonfire Holders.
Q:
What will CityBase’s equity holders receive in return for the acquisition of CityBase by New GTY?
A:
Upon consummation of the CityBase Transaction, New GTY will pay the holders of CityBase capital stock and vested CityBase options (“CityBase Holders”) an aggregate of up to 1,000,000 shares of New GTY common stock, and $90,000,000 in cash, subject to certain customary adjustments contained in the CityBase Agreement, including an increase for cash and a reduction for indebtedness of CityBase at the time of the closing of the CityBase Transaction (the “CityBase Closing”). Of the $90,000,000, certain key executives of CityBase will receive 20% of their closing consideration in shares of New GTY common stock in lieu of cash, and two key stockholders will each receive $1,000,000 of their closing consideration in shares of New GTY common stock in lieu of cash.
In the event that the gross proceeds made available to GTY from any Alternative Financing Sources and the amount of funds in the Trust Account is at least $325,000,000, the CityBase shareholders will receive an additional $10,000,000 in cash, rather than 1,000,000 shares of New GTY common stock, and $1,000,000 of the overall consideration payable to each of the two key stockholders of CityBase referenced above will be payable in cash rather than shares of New GTY common stock.
In addition, certain CityBase Holders may receive, following the CityBase Closing and upon CityBase’s trailing twelve-month net revenue exceeding $37,000,000 on or prior to December 31, 2048, an earn-out payment equal to a number of shares (the “CityBase Earn-out Shares”) (or, in the case of certain CityBase Holders, who are not accredited investors, the cash value thereof) of New GTY common stock calculated by dividing $60 million by: (i) $10.00 if the CityBase Earn-out Threshold (as defined in the CityBase Agreement) is met on or prior to December 31, 2021 or (ii) the greater of  (x) $10.00 or (y) the volume-weighted average closing price for the shares of New GTY common stock for the 30 trading days immediately preceding the payment date if the CityBase Earn-out Threshold is met after December 31, 2021; provided that certain CityBase Holders will receive their respective pro-rata portion of the earn-out payment in cash at the CityBase Closing in lieu of shares of New GTY common stock. GTY has agreed to use commercially reasonable efforts to file a registration statement on Form S-3 covering the resale of any shares of New GTY common stock and CityBase Earn-out Shares issued to the CityBase Holders.
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On October 10, 2018, in connection with the CityBase Transaction, GTY entered into letter agreements (the “CityBase Letter Agreements”) with certain investors in CityBase who purchased an aggregate of  $7.95 million of CityBase’s Series C Preferred Stock in September 2018 (the “CityBase Investors”). Pursuant to the CityBase Agreement, GTY will deliver to these CityBase Investors at the CityBase Closing an amount of cash equal to its pro rata portion (based on such CityBase Investor’s ownership of the fully diluted equity of CityBase) of the earn-out amount contemplated by the CityBase Agreement (the “CityBase Earn-out Payment”). The CityBase Letter Agreements provide that upon receipt of the CityBase Earn-out Payment, each such CityBase Investor will have the right, but not the obligation, to purchase the number of shares of New GTY common stock equal to the CityBase Earn-out Payment divided by $10.00. Each CityBase Investor will be entitled to certain registration rights with respect to any shares of New GTY common stock issued pursuant to the CityBase Letter Agreements. GTY has also agreed to use commercially reasonable efforts to file a registration statement with the SEC covering the resale of any shares of New GTY common stock issued pursuant to the CityBase Letter Agreements within seven days after the CityBase Closing.
Stephen Rohleder and Charles Wert, directors of GTY, are investors in CityBase’s Series C preferred stock. See “The Business Combination Proposal — Interests of GTY’s Directors and Offıcers in the Business Combination.”
Q:
What will eCivis’s equity holders receive in return for the acquisition of eCivis by New GTY?
A:
Upon consummation of the eCivis Transaction, New GTY will (i) pay the holders of eCivis capital stock (“eCivis Holders”) an aggregate of up to $25,000,000 in cash, subject to certain customary adjustments contained in the eCivis Agreement, including an increase for cash and a reduction for indebtedness of eCivis at the time of the closing of the eCivis Transaction (the “eCivis Closing”), and (ii) issue to the eCivis Holders a number of shares of New GTY common stock with an aggregate fair market value equal to $25,000,000 based on the volume weighted average price of GTY’s ordinary shares for the 30 trading days immediately prior to the eCivis Closing.
If the gross proceeds made available to GTY from any Alternative Financing Sources and the amount of funds in the Trust Account is at least $325,000,000, $5,000,000 of the overall consideration payable to eCivis’ shareholders will be payable in cash rather than shares of New GTY common stock increasing the aggregate cash consideration payable to the eCivis Holders to $27,000,000 and decreasing the number of shares payable to eCivis Holders to a number of shares with a fair market value equal to $23,000,000 based on the volume weighted average price of GTY's ordinary shares for the 30 trading days immediately prior to the eCivis Closing.
In addition, eCivis Holders may receive, following the eCivis Closing and based on eCivis’s revenues and EBITDA for the year ended December 31, 2020, an earn-out payment equal to a number of New GTY common stock with a value of up to $50,000,000 on the date of issuance (the “eCivis Earn-out Shares”). GTY has agreed to use commercially reasonable efforts to file a registration statement on Form S-3 covering the resale of any eCivis Earn-out Shares and the other shares to be issued in connection with the eCivis Closing.
Q:
What will Open Counter’s equity holders receive in return for the acquisition of Open Counter by New GTY?
A:
Upon consummation of the Open Counter Transaction, New GTY will pay the holders of Open Counter capital stock (“Open Counter Holders”) an aggregate of up to (i) $12,500,000 in cash, subject to certain customary adjustments contained in the Open Counter Agreement, including an increase for cash and a reduction for indebtedness of Open Counter at the time of the closing of the Open Counter Transaction (the “Open Counter Closing”), and (ii) 1,650,000 shares of New GTY common stock, less the any shares payable to Open Counter Holders dissenting from the Open Counter Transaction and requiring appraisal of their shares.
If the gross proceeds made available to GTY from any Alternative Financing Sources and the amount of funds in the Trust Account is at least $325,000,000, $2,000,000 of the overall consideration payable to two Open Counter shareholders will be payable in cash rather than shares of New GTY common stock increasing the aggregate cash consideration payable to the Open Counter Holders to $14,500,000 and decreasing the number of shares payable to Open Counter to 1,450,000 shares of New GTY.
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Q:
What will Questica’s equity holders receive in return for the acquisition of Questica by New GTY?
A:
Upon consummation of the Questica Transaction, New GTY will (i) pay the holders of Questica capital stock (“Questica Holders”) an aggregate of up to $54,000,000 in cash, subject to certain customary adjustments contained in the Questica Agreement, including an increase for cash and a reduction for indebtedness of Questica at the time of the closing of the Questica Transaction (the “Questica Closing”), and (ii) an aggregate of 2,600,000 Class A Exchangeable Shares in the capital stock of Questica Exchangeco and 1,000,000 Class B Exchangeable Shares in the capital stock of Questica Exchangeco, each of which is exchangeable into shares of New GTY common stock.
In the event that the gross proceeds made available to GTY from any Alternative Financing Sources and the amount of funds in the Trust Account is at least $325,000,000, $6,000,000 of the overall consideration payable to Questica Holders will be payable in cash rather than shares of New GTY common stock increasing the aggregate cash consideration payable to the Questica Holders to $60,000,000 and decreasing the number of shares payable to Questica Holders to 2,000,000 Class A Exchangeable Shares. The number of Class B Exchangeable Shares will remain unchanged.
Q:
What will Sherpa’s unitholders receive in return for the acquisition of Sherpa by New GTY?
A:
Upon consummation of the Sherpa Transaction, New GTY will pay to the Sherpa Holders up to an aggregate of  $8,000,000 in cash, subject to certain customary adjustments contained in the Sherpa Agreement, including an increase for cash and a reduction for indebtedness of Sherpa at the time of the Sherpa Closing. In addition, following the Sherpa Closing and based on Sherpa’s revenues for the years ended December 31, 2019 and 2018, the Sherpa Holders may receive, in the aggregate, an earn-out payment equal to a number of shares of New GTY common stock with a value equal to $2,000,000 on the date of issuance (the “Sherpa Earn-out Shares”). GTY has agreed to use commercially reasonable efforts to file a registration statement on Form S-3 covering the resale of any Sherpa Earn-out Shares.
Q:
What equity stake will current GTY shareholders hold in New GTY immediately after the consummation of the business combination?
A:
Assuming that no public shareholders exercise their redemption rights (no redemptions scenario), our public shareholders would own approximately 38.42%, our initial shareholders would own approximately 24.80%, investors purchasing shares pursuant to subscription agreements would own approximately 12.29% and the Target equity holders would own approximately 24.49% of the issued and outstanding shares of New GTY. Assuming that holders of 109,848 public shares exercise their redemption rights (based on approximately $216.8 million held in trust and a redemption price of $10.23 per share) (maximum redemptions scenario), our public shareholders would own approximately 38.30%, our initial shareholders would own approximately 24.85%, investors purchasing shares pursuant to subscription agreements would own approximately 12.32% and the Target equity holders would own approximately 24.54% of the issued and outstanding shares of New GTY.
There are currently outstanding an aggregate of 27,093,334 warrants to acquire our Class A ordinary shares, which comprise 8,693,334 private placement warrants held by our Sponsor and 18,400,000 public warrants. Assuming the warrant amendment proposal is not approved, each of our outstanding whole warrants will become exercisable commencing 30 days following the closing of the business combination for one Class A ordinary share and, following the business combination, will entitle the holder thereof to purchase one share of New GTY common stock in accordance with its terms. Therefore, as of the date of this proxy statement/prospectus, assuming that each outstanding whole warrant is exercised and one share of New GTY common stock is issued as a result of such exercise and that the warrant amendment proposal is not approved, with payment to GTY of the exercise price of  $11.50 per whole warrant for one whole share, our fully-diluted share capital would increase by a total of 27,093,334 shares, with approximately $311,573,341 paid to GTY to exercise the warrants.
If the warrant amendment proposal is approved, the Warrant Agreement will be amended so that, upon the closing of the business combination, (i) public warrant holders who follow the procedures set forth in this proxy statement/prospectus will have the option to either (a) have their warrants survive
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the closing of the business combination and become exercisable for New GTY common stock in accordance with the terms of the Warrant Agreement, as amended, or (b) have their warrants exchanged at the closing for $2.00 per warrant in cash, subject to the limitations and proration as described in this proxy statement/prospectus, (ii) any public warrant holder who does not elect to have their warrants exchanged for cash will have their warrants survive the closing of the business combination and become exercisable for New GTY common stock in accordance with the terms of the Warrant Agreement, as amended, and (iii) the private placement warrants will be exchanged at the closing for $0.75 per warrant in cash, subject to the limitations described in this proxy statement/prospectus.
Q:
How much funds are held in the trust account?
A:
As of January 7, 2019, there were investments and cash held in the trust account of approximately $217,703,206.16. These funds will not be released until the earlier of the completion of our initial business combination or the redemption of our public shares if we are unable to complete a business combination by May 1, 2019, although we may withdraw the interest earned on the funds held in the trust account to pay income taxes.
Q:
What happens if a substantial number of the public shareholders exercise their redemption rights?
A:
The consummation of the business combination is conditioned upon, among other things, (i) approval by GTY’s shareholders of the condition precedent proposals and (ii) the availability of at least $270 million of cash to GTY, after giving effect to the redemptions of public shares, which may be met by aggregating (x) amounts held in the trust account and (y) any other immediately available funds made available to GTY at the closing of the business combination, including through the issuance of debt or equity securities by GTY pursuant to definitive agreements entered into on or before January 18, 2019, so long as obtaining such funds pursuant to such agreements would not have a material adverse effect on the price of New GTY’s common stock or on the creditworthiness of New GTY and its subsidiaries taken as a whole (“Alternative Financing Sources”).
If the foregoing conditions are satisfied, but a substantial number of GTY’s public shareholders exercise their redemption rights, the trading market for New GTY common stock may be less liquid than the market for GTY’s ordinary shares was prior to consummation of the business combination and New GTY may not be able to meet the listing standards for Nasdaq or another national securities exchange. In addition, with less funds available from the trust account, the working capital infusion from the trust account into New GTY’s business will be reduced. In no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. In the event that the aggregate amount of redemptions results in our net tangible assets being less than $5,000,001, we will not complete the business combination or redeem any shares.
Q:
What conditions must be satisfied to complete the business combination?
A:
Unless waived by the parties to the Transaction Documents, and subject to applicable law, the consummation of the business combination is subject to a number of conditions set forth in each of the Transaction Documents including, among others, (i) approval by GTY’s shareholders of the condition precedent proposals and (ii) the availability of at least $270 million of cash to GTY, after giving effect to the redemptions of public shares, which may be met by aggregating amounts held in the trust account and from any Alternative Financing Sources. Unless waived, if any of these conditions are not satisfied, the business combination may not be consummated. Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. See “The Business Combination Proposal — The Transaction Documents.”
Initially, we were required to complete our initial business combination by November 1, 2018, which was 24 months from the closing of our initial public offering. On October 30, 2018, our shareholders approved a proposal to amend our second amended and restated memorandum and articles of association to extend the date by which we have to consummate an initial business combination from November 1, 2018 to May 1, 2019. In connection with such proposal, our public shareholders had the right to elect to redeem their public shares for a per share price, payable in cash, based upon the
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aggregate amount then on deposit in the trust account. Our public shareholders holding 34,011,538 Class A ordinary shares out of a total of 55,200,000 Class A ordinary shares validly elected to redeem their public shares and, accordingly, after giving effect to such redemptions, the balance in GTY’s trust account was approximately $216.8 million.
Q:
What happens if the business combination is not consummated?
A:
If we are not able to complete the business combination by May 1, 2019, we will cease all operations except for the purpose of winding up and redeeming our public shares and liquidating the trust account, in which case our public shareholders may only receive approximately $10.00 per share and our warrants will expire worthless.
Q:
When do you expect the business combination to be completed?
A:
It is currently anticipated that the business combination will be consummated as soon as practicable following the GTY general meeting, which is set for [           ], 2019; however, such meeting could be adjourned if the adjournment proposal is adopted by our shareholders at the general meeting and we elect to adjourn the general meeting to a later date or dates to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the general meeting, each of the condition precedent proposals has not been approved. For a description of the conditions for the completion of the business combination, see “The Transaction Documents — Conditions to the Closing of the Business Combination.”
Q:
What proposals are shareholders being asked to vote upon?
A:
Under the Transaction Documents, the condition precedent proposals are conditions to the consummation of the business combination. If our public shareholders do not approve each of the condition precedent proposals, then the business combination may not be consummated.
In addition to the condition precedent proposals, our shareholders also may be asked to consider and vote upon a proposal to adjourn the general meeting to a later date or dates to permit further solicitation and vote of proxies if  (i) based upon the tabulated vote at the time of the general meeting, each of the condition precedent proposals has not been approved and/or (ii) GTY determines that one or more of the closing conditions under the Transaction Documents has not been satisfied. See “The Adjournment Proposal.”
GTY will hold the general meeting of its shareholders to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the business combination and the other matters to be acted upon at the general meeting. Shareholders should read it carefully.
After careful consideration, GTY’s board of directors has determined that the business combination proposal, each of the organizational documents proposals, the stock issuance proposal, the incentive plan proposal and the adjournment proposal are in the best interests of GTY and its shareholders and recommends that you vote or give instruction to vote “FOR” each of those proposals.
In connection with such approval of the business combination proposal and the recommendation that GTY’s shareholders approve the business combination proposal, Stephen Rohleder and Charles Wert, members of GTY’s board of directors, recused themselves from all discussions, deliberations and proceedings relating to the CityBase Transaction, its approval and the recommendation that GTY’s shareholders approve the business combination with respect to the CityBase Transaction due to Mr. Rohleder’s and Mr. Wert’s respective interests in the CityBase Transaction as investors in CityBase’s Series C preferred stock.
In addition to the foregoing, the existence of financial and personal interests of GTY’s directors may result in a conflict of interest on the part of one or more of the directors between what he or they may believe is in the best interests of GTY and its shareholders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. See the section entitled “The Business Combination Proposal — Interests of GTY’s Directors and Officers in the Business Combination” for a further discussion.
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THE VOTE OF SHAREHOLDERS IS IMPORTANT. SHAREHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS.
Q:
What proposals are public warrant holders being asked to vote upon?
A:
GTY is also seeking the approval of its public warrant holders to amend the Warrant Agreement, pursuant to which amendment, upon the closing of the business combination, (i) public warrant holders who follow the procedures set forth in this proxy statement/prospectus will have the option to either (a) have their warrants survive the closing of the business combination and become exercisable for New GTY common stock in accordance with the terms of the Warrant Agreement, as amended, or (b) have their warrants exchanged at the closing for $2.00 per warrant in cash, subject to the limitations and proration as described in this proxy statement/prospectus, (ii) any public warrant holder who does not elect to have their warrants exchanged for cash will have their warrants survive the closing of the business combination and become exercisable for New GTY common stock in accordance with the terms of the Warrant Agreement, as amended, and (iii) the private placement warrants will be exchanged at the closing for $0.75 per warrant in cash, subject to the limitations described in this proxy statement/prospectus.
The option for public warrant holders to have their warrants exchanged for cash, and the mandatory exchange of the private placement warrants for cash, are subject to the following limitations:

If GTY has at least $280,000,000 but less than $300,000,000 of cash available to it upon the closing of the business combination (after giving effect to any redemptions of public shares in connection with the shareholder vote to approve the business combination and before the payment of any expenses relating to the business combination), which may be met by aggregating amounts held in the trust account and any other immediately available funds at the closing of the business combination, including through the issuance of debt or equity securities by GTY (“Available Cash”), (i) the maximum number of public warrants to be converted into the right to receive $2.00 per warrant will be equal to 10% of the number of outstanding public warrants and (ii) the number of private placement warrants to be converted into the right to receive $0.75 per warrant will be equal to 10% of the number of outstanding private placement warrants.

If GTY has at least $300,000,000 but less than $325,000,000 of Available Cash, (i) the maximum number of public warrants to be converted into the right to receive $2.00 per warrant will be equal to 30% of the number of outstanding public warrants and (ii) the number of private placement warrants to be converted into the right to receive $0.75 per warrant will be equal to 30% of the number of outstanding private placement warrants.

If GTY has at least $325,000,000 but less than $375,000,000 of Available Cash, (i) the maximum number of public warrants to be converted into the right to receive $2.00 per warrant will be equal to 50% of the number of outstanding public warrants and (ii) the number of private placement warrants to be converted into the right to receive $0.75 per warrant will be equal to 50% of the number of outstanding private placement warrants.

If GTY has at least $375,000,000 of Available Cash, (i) the maximum number of public warrants to be converted into the right to receive $2.00 per warrant will be equal to 75% of the number of outstanding public warrants and (ii) the number of private placement warrants to be converted into the right to receive $0.75 per warrant will be equal to 75% of the number of outstanding private placement warrants.
To the extent that public warrant holders have elected to have an aggregate number of public warrants exchanged for cash (the “Cash Election Warrants”) in excess of the applicable maximum number of warrants available to be converted to cash as described above (“Warrant Conversion Cap”), the number of Cash Election Warrants to be converted to cash by a public warrant holder will be determined by multiplying the number of such holder’s Cash Election Warrants by a fraction, (a) the numerator of which is the Warrant Conversion Cap and (b) the denominator of which is the aggregate number of Cash Election Warrants submitted by all holders of Public Warrants, rounded down to the nearest whole Cash Election Warrant.
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The public warrant holders may also be asked to consider and vote upon a proposal to approve by ordinary resolution the adjournment of the warrant holder meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the warrant holder meeting, there are not sufficient votes to approve the warrant amendment proposal.
After careful consideration, GTY’s board of directors has determined that each of the warrant amendment proposal and the warrant holder adjournment proposal are in the best interests of GTY and its public warrant holders and recommends that you vote or give instruction to vote “FOR” each of those proposals.
The existence of financial and personal interests of GTY’s directors may result in a conflict of interest on the part of one or more of the directors between what he or they may believe is in the best interests of GTY and its warrant holders and what he or they may believe is best for himself or themselves in determining to recommend that warrant holders vote for the proposals. See the section entitled “The Business Combination Proposal — Interests of GTY’s Directors and Officers in the Business Combination” in the accompanying proxy statement/prospectus for a further discussion.
THE VOTE OF PUBLIC WARRANT HOLDERS IS IMPORTANT. PUBLIC WARRANT HOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS.
Q:
What material negative factors did GTY’s board of directors consider in connection with the business combination?
A:
The board of directors considered certain potentially material negative factors in connection with the business combination, including that the potential benefits of the business combination may not be achieved, the risks associated with each of the targets, their businesses and the industries in which they operate, the risks and costs associated with GTY’s failure to complete the business combination, the risk that GTY’s shareholders may fail to approve the business combination and the condition precedent proposals, the risk that the completion of the business combination is conditioned on the satisfaction of certain closing conditions, including that $270 million be available to GTY and those conditions that are not within GTY’s control, the possibility of litigation challenging the business combination or that an adverse judgment could enjoin the business combination, and the fees and expenses associated with completing the business combination. These factors are discussed in greater detail in the section entitled “The Business Combination Proposal — GTY’s Board of Director’s Reasons for Approval of the Business Combination,” as well as in the section entitled “Risk Factors — Risks Relating to Targets’ Businesses and Industries.
Q:
How will the GTY Merger affect my public shares, public warrants and units?
A:
On the effective date of the GTY Merger, each currently issued and outstanding Class A ordinary share will be cancelled and will automatically convert into one share of New GTY common stock in accordance with the terms of the Proposed Charter. In addition, on the effective date of the GTY Merger, each Class B ordinary share will automatically convert by operation of law into Class A ordinary shares in connection with the business combination, immediately following which, all such shares will be canceled and will automatically convert into one share of New GTY common stock in accordance with the terms of the Proposed Charter. After the effectiveness of the GTY Merger and before the closing of the business combination, each outstanding unit of New GTY (each of which consists of one share of New GTY common stock and one-third of one New GTY warrant to purchase one share of New GTY common stock) will be separated into its component common stock and warrant. Such New GTY warrants will become exercisable any time after 30 days following the closing of the business combination. Only whole New GTY warrants are exercisable. If the warrant amendment proposal is approved, the Warrant Agreement will be amended so that, upon the closing of the business combination, (i) public warrant holders who follow the procedures set forth in this proxy statement/prospectus will have the option to either (a) have their warrants survive the closing of the business combination and become exercisable for New GTY common stock in accordance with the terms of the Warrant Agreement, as amended, or (b) have their warrants exchanged at the closing for
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$2.00 per warrant in cash, subject to the limitations and proration as described in this proxy statement/​prospectus, (ii) any public warrant holder who does not elect to have their warrants exchanged for cash will have their warrants survive the closing of the business combination and become exercisable for New GTY common stock in accordance with the terms of the Warrant Agreement, as amended, and (iii) the private placement warrants will be exchanged at the closing for $0.75 per warrant in cash, subject to the limitations described in this proxy statement/prospectus.
The option for public warrant holders to have their warrants exchanged for cash, and the mandatory exchange of the private placement warrants for cash, are subject to the following limitations:

If GTY has at least $280,000,000 but less than $300,000,000 of Available Cash, (i) the maximum number of public warrants to be converted into the right to receive $2.00 per warrant will be equal to 10% of the number of outstanding public warrants and (ii) the number of private placement warrants to be converted into the right to receive $0.75 per warrant will be equal to 10% of the number of outstanding private placement warrants.

If GTY has at least $300,000,000 but less than $325,000,000 of Available Cash, (i) the maximum number of public warrants to be converted into the right to receive $2.00 per warrant will be equal to 30% of the number of outstanding public warrants and (ii) the number of private placement warrants to be converted into the right to receive $0.75 per warrant will be equal to 30% of the number of outstanding private placement warrants.

If GTY has at least $325,000,000 but less than $375,000,000 of Available Cash, (i) the maximum number of public warrants to be converted into the right to receive $2.00 per warrant will be equal to 50% of the number of outstanding public warrants and (ii) the number of private placement warrants to be converted into the right to receive $0.75 per warrant will be equal to 50% of the number of outstanding private placement warrants.

If GTY has at least $375,000,000 of Available Cash, (i) the maximum number of public warrants to be converted into the right to receive $2.00 per warrant will be equal to 75% of the number of outstanding public warrants and (ii) the number of private placement warrants to be converted into the right to receive $0.75 per warrant will be equal to 75% of the number of outstanding private placement warrants.
To the extent that the aggregate number of Cash Election Warrants exceeds the Warrant Conversion Cap, the number of Cash Election Warrants to be converted to cash by a public warrant holder will be determined by multiplying the number of such holder’s Cash Election Warrants by a fraction, (a) the numerator of which is the Warrant Conversion Cap and (b) the denominator of which is the aggregate number of Cash Election Warrants submitted by all holders of Public Warrants, rounded down to the nearest whole Cash Election Warrant.
Q:
Do I have redemption rights?
A:
If you are a holder of public shares, you have the right to request that GTY redeem all or a portion of your public shares for cash provided that you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus. Public shareholders may elect to redeem all or a portion of their public shares even if they vote for the GTY merger proposal or the business combination proposal. We sometimes refer to these rights to elect to redeem all or a portion of the public shares into a pro rata portion of the cash held in the trust account as “redemption rights.” If you wish to exercise your redemption rights, please see the answer to the next question: “How do I exercise my redemption rights?”
Notwithstanding the foregoing, a holder of public shares, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 20% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the public shares, then any such shares in excess of that 20% limit would not be redeemed for cash.
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Q:
How do I exercise my redemption rights?
A:
If you are a holder of public shares and wish to exercise your right to redeem your public shares, you must:
(i)
(a) hold public shares or (b) hold public shares through units and elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and
(ii)
prior to [    ] a.m., Eastern Time, on [           ], 2019, (a) submit a written request to Continental Stock Transfer & Trust Company, GTY’s transfer agent (the “transfer agent”), that New GTY redeem your public shares for cash and (b) deliver your public shares to the transfer agent, physically or electronically through The Depository Trust Company (“DTC”).
The address of the transfer agent is listed under the question “Who can help answer my questions?” below.
Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. No fractional public warrants will be issued upon separation of the units. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact the transfer agent directly and instruct it to do so.
Any holder of public shares will be entitled to request that their public shares (which would become shares of New GTY common stock) be redeemed for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the business combination, including interest earned on the trust account (net of taxes payable), divided by the number of then outstanding public shares. For illustrative purposes, as of January 7, 2019, this would have amounted to approximately $10.27 per public share. However, the proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders, regardless of whether such public shareholders vote for or against the GTY merger proposal or the business combination proposal. Therefore, the per-share distribution from the trust account in such a situation may be less than originally anticipated due to such claims. Your vote on any proposal other than the GTY merger proposal or the business combination proposal will have no impact on the amount you will receive upon exercise of your redemption rights. It is anticipated that the funds to be distributed to public shareholders electing to redeem their public shares will be distributed promptly after the consummation of the business combination.
If you are a holder of public shares, you may exercise your redemption rights by submitting your request in writing to the transfer agent at the address listed at the end of this section.
Any request for redemption, once made by a holder of public shares, may be withdrawn at any time up to the time the vote is taken with respect to the GTY merger proposal or the business combination proposal at the general meeting. If you deliver your shares for redemption to the transfer agent and later decide prior to the general meeting not to elect redemption, you may request that GTY instruct its transfer agent to return the shares (physically or electronically). You may make such request by contacting the transfer agent at the phone number or address listed at the end of this section.
Any corrected or changed written exercise of redemption rights must be received by GTY’s secretary prior to the vote taken on the GTY merger proposal or the business combination proposal at the general meeting. No request for redemption will be honored unless the holder’s stock has been delivered (either physically or electronically) to the transfer agent by [    ] a.m., Eastern time, on [           ], 2019.
If a holder of public shares properly makes a request for redemption and the public shares are delivered as described above, then, if the business combination is consummated, New GTY will redeem public shares for a pro rata portion of funds deposited in the trust account, calculated as of two business days prior to the consummation of the business combination.
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If you are a holder of public shares and you exercise your redemption rights, it will not result in the loss of any GTY warrants that you may hold.
Q:
What are the procedures for exchanging my public warrants?
A:
If you are a holder of public warrants who wishes to exercise your right to exchange your public warrants for $2.00 per warrant in cash, subject to limitations and prorations described in the proposed amendment to the Warrant Agreement, in the event the warrant amendment proposal is approved, you must:
(i)
(a) hold public warrants or (b) hold public warrants through units and elect to separate your units into the underlying public shares and public warrants prior to exercising your exchange rights with respect to the public warrants; and
(ii)
prior to [         ] a.m., Eastern Time, on [               ], 2019, (a) submit a written request to Continental Stock Transfer & Trust Company, GTY’s warrant agent (the “warrant agent”), that New GTY exchange your public warrants for cash and (b) deliver your public warrants to the warrant agent, physically or electronically through DTC.
The address of the warrant agent is listed under the question “Who can help answer my questions?” below.
Holders of units must elect to separate the underlying public shares and public warrants prior to exercising exchange rights with respect to the public warrants. No fractional public warrants will be issued upon separation of the units. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact the transfer agent directly and instruct it to do so.
If the warrant amendment proposal is approved and the business combination is consummated, any public warrant holder who does not elect to have their warrants exchanged for cash will have their warrants survive the closing of the business combination and become exercisable for New GTY common stock in accordance with the terms of the warrant agreement, as amended.
If you are a holder of public warrants, you may exercise your exchange right by submitting your request in writing to the warrant agent at the address listed at the end of this section.
No request for exchange will be honored unless the holder’s warrants have been delivered (either physically or electronically) to the warrant agent by [      ] a.m., Eastern time, on[            ], 2019.
Q:
If I am a holder of units, can I exercise redemption rights with respect to my units?
A:
No. Holders of outstanding units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. No fractional public warrants will be issued upon separation of the units. If you hold your units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the units into the underlying public shares and public warrants, or if you hold units registered in your own name, you must contact the transfer agent directly and instruct it to do so. If you fail to cause your public shares to be separated and delivered to the transfer agent by [    ] a.m., Eastern Time, on [           ], 2019 you will not be able to exercise your redemption rights with respect to your public shares.
Q:
What are the U.S. federal income tax consequences of exercising my redemption rights?
A:
We expect that a U.S. Holder (as defined in the section entitled “U.S. Federal Income Tax Considerations”) that exercises its redemption rights to receive cash from the trust account in exchange for its public shares will generally be treated as selling such public shares resulting in the recognition of capital gain or capital loss. There may be certain circumstances in which the redemption may be treated
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as a distribution for U.S. federal income tax purposes depending on the amount of public shares that a U.S. Holder owns or is deemed to own (including through the ownership of warrants). For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see “U.S. Federal Income Tax Considerations.
Q:
Do I have appraisal rights in connection with the proposed business combination?
A:
No. Neither GTY shareholders nor GTY warrant holders have appraisal rights in connection with the business combination.
Under the Cayman Islands Companies Law, GTY shareholders are entitled to give notice to GTY prior to the general meeting that they wish to dissent to the GTY Merger. The effect of such a notice would be that such dissenting shareholder would be entitled to payment of the fair market value of its shares if such shareholder follows the procedures set out in the Cayman Islands Companies Law relating thereto. It is GTY’s view, however, that such fair market value would be equal to the amount which a shareholder would obtain if it exercised its redemption right as described herein.
Q:
What are the U.S. federal income tax consequences as a result of the business combination?
A:
The GTY Merger will constitute a tax-deferred transaction pursuant to Section 351 of the Code. Subject to the passive foreign investment company (“PFIC”) rules discussed below, the holders of GTY ordinary shares generally will not recognize gain or loss for U.S. federal income tax purposes as a result of the exchange of GTY ordinary shares for New GTY common stock. Holders of GTY ordinary shares are strongly urged to consult with a tax advisor to determine the particular U.S. federal, state or local or foreign income or other tax consequences of the business combination to them. For a more complete discussion of the tax consequences of the GTY Merger, see “U.S. Federal Income Tax Considerations.”
As discussed further under “U.S. Federal Income Tax Considerations,” GTY believes that it is likely a “passive foreign investment company,” or PFIC, for U.S. federal income tax purposes. In the event that GTY is considered a PFIC then, notwithstanding the foregoing U.S. federal income tax consequences of the GTY Merger, proposed Treasury Regulations under Section 1291(f) of the Code (which have a retroactive effective date), if finalized in their current form, generally would require a U.S. Holder to recognize gain on the exchange of GTY ordinary shares for New GTY common stock pursuant to the GTY Merger. The tax on any such gain would be imposed at the rate applicable to ordinary income and an interest charge would apply based on a complex set of rules. However, it is difficult to predict whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Code will be adopted. Importantly, however, U.S. Holders that make or have made certain elections discussed further under “U.S. Federal Income Tax Considerations — PFIC Considerations — Impact of PFIC Rules on U.S. Holders” with respect to their GTY ordinary shares are generally not subject to the same gain recognition rules under the current proposed Treasury Regulations under Section 1291(f) of the Code. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the GTY Merger, see “U.S. Federal Income Tax Considerations.
Additionally, the GTY Merger may cause non-U.S. Holders (as defined in “U.S. Federal Income Tax Considerations” below) to become subject to U.S. withholding taxes on any dividends in respect of such non-U.S. Holder’s New GTY common stock subsequent to the GTY Merger.
The tax consequences of the GTY Merger are complex and will depend on a holder’s particular circumstances. All holders are strongly urged to consult their tax advisor for a full description and understanding of the tax consequences of the GTY Merger, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws. For a more complete discussion of the U.S. federal income tax considerations of the GTY Merger, see “U.S. Federal Income Tax Considerations.
Q:
What do I need to do now?
A:
GTY urges you to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the business combination will affect
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you as a shareholder and/or warrant holder of GTY. Shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.
Q:
How do I vote?
A:
If you are a holder of record of ordinary shares and/or public warrants on the record date, you may vote in person at the general meeting and/or warrant holder meeting or by submitting a proxy for the general meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares and/or public warrants in “street name,” which means your shares and/or public warrants are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares and/or public warrants you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares and/or public warrants or, if you wish to attend the general meeting and vote in person, obtain a proxy from your broker, bank or nominee.
Q:
If my shares and/or public warrants are held in “street name,” will my broker, bank or nominee automatically vote my shares and/or public warrants for me?
A:
No. If your shares and/or public warrants are held in a brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares and/or public warrants held for you in what is known as “street name.” If this is the case, this proxy statement/prospectus may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent. As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares and/or public warrants. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your shares and/or public warrants will not be voted on that proposal. This is called a “broker non-vote.” Broker non-votes, while considered present for the purposes of establishing a quorum, will have no effect on a particular proposal. If you decide to vote, you should provide instructions to your broker, bank or other nominee on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee.
Q:
When and where will the general meeting and warrant holder meeting be held?
A:
The general meeting will be held at the offices of Winston & Strawn LLP, at 200 Park Avenue, New York, New York 10166 on [           ], 2019, at [    ] a.m., Eastern Time, unless the general meeting is adjourned. The warrant holder meeting will be held at the offices of Winston & Strawn LLP, at 200 Park Avenue, New York, New York 10166 on [           ], 2019, at [    ] a.m., Eastern Time, unless the warrant holder meeting is adjourned.
Q:
Who is entitled to vote at the general meeting and/or warrant holder meeting?
A:
GTY has fixed [           ], 2019 as the record date for each of the general meeting and the warrant holder meeting. If you were a shareholder of GTY at the close of business on the record date, you are entitled to vote on matters that come before the general meeting. However, a shareholder may only vote his or her shares if he or she is present in person or is represented by proxy at the general meeting. If you were a public warrant holder of GTY at the close of business on the record date, you are entitled to vote on matters that come before the warrant holder meeting. However, a public warrant holder may only vote his or her public warrants if he or she is present in person or is represented by proxy at the warrant holder meeting.
Q:
How many votes do I have?
A:
GTY shareholders are entitled to one vote at the general meeting for each ordinary share held of record as of the record date. As of the close of business on the record date, there were outstanding 34,988,462 ordinary shares, of which 21,188,462 were outstanding public shares (being 55,200,000 public shares issued in our initial public offering as reduced by the redemption of 34,011,538 public shares in connection with the Extension Meeting).
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GTY public warrant holders are entitled to one vote at the warrant meeting for each public warrant held of record as of the record date. As of the close of business on the record date, there were outstanding 18,400,000 public warrants.
Q:
What constitutes a quorum?
A:
A quorum of GTY shareholders is necessary to hold a valid meeting. A quorum will be present at the GTY general meeting if one or more shareholders holding at least a majority of the paid up voting share capital entitled to vote are present in person or by proxy. As of the record date for the general meeting, 17,494,232 ordinary shares would be required to achieve a quorum.
A quorum of GTY public warrant holders is necessary to hold a valid meeting. A quorum will be present at the warrant holder meeting if one or more public warrant holders holding at least a majority of the paid up voting public warrant capital entitled to vote are present in person or by proxy. As of the record date for the warrant holder meeting, 9,200,001 public warrants would be required to achieve a quorum.
Q:
What vote is required to approve each proposal at the general meeting?
A:
The following votes are required for each proposal at the general meeting:

GTY merger proposal:   The approval of the GTY merger proposal requires a special resolution under the Cayman Islands Companies Law and the Existing Organizational Documents, being the affirmative vote by the holders of at least two-thirds of the ordinary shares who, being present and entitled to vote at the general meeting to approve the GTY merger proposal, vote at the general meeting.

Business combination proposal: The approval of the business combination proposal requires an ordinary resolution under the Existing Organizational Documents being the affirmative vote for the proposal by the holders of a majority of ordinary shares who, being present and entitled to vote at the general meeting to approve the business combination proposal, vote at the general meeting.

Organizational documents proposals: The separate approval of each of the organizational documents proposals by special resolution requires a special resolution under the Cayman Islands Companies Law and the Existing Organizational Documents, being the affirmative vote for each of the organizational documents proposals by the holders of at least two-thirds of the ordinary shares who, being present and entitled to vote at the general meeting to approve each such organizational documents proposal, vote at the general meeting.

Stock issuance proposal: The approval of the stock issuance proposal requires an ordinary resolution under the Existing Organizational Documents being the affirmative vote for the proposal by the holders of a majority of the ordinary shares who, being present and entitled to vote at the general meeting to approve the stock issuance proposal, vote at the general meeting.

Incentive plan proposal: The approval of the incentive plan proposal requires an ordinary resolution under the Existing Organizational Documents being the affirmative vote for the proposal by the holders of a majority of the ordinary shares who, being present and entitled to vote at the general meeting to approve the incentive plan proposal, vote at the general meeting.

Adjournment proposal: The approval of the adjournment proposal requires an ordinary resolution under the Existing Organizational Documents being the affirmative vote for the proposal by the holders of a majority of the ordinary shares who, being present and entitled to vote at the general meeting to approve the adjournment proposal, vote at the general meeting.
Q:
What vote is required to approve each proposal at the warrant holder meeting?
A:
The following votes are required for each proposal at the warrant holder meeting:
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Warrant amendment proposal: The approval of the warrant amendment proposal requires the affirmative vote for the proposal by the holders of a majority of the public warrants who, being present and entitled to vote at the warrant holder meeting to approve the warrant amendment proposal, vote at the warrant holder meeting.

Warrant holder adjournment proposal: The approval of the warrant holder adjournment proposal requires the affirmative vote for the proposal by the holders of a majority of the public warrants who, being present and entitled to vote at the warrant holder meeting to approve the warrant holder adjournment proposal, vote at the warrant holder meeting.
Q:
What are the recommendations of GTY’s board of directors?
A:
GTY’s board of directors believes that the business combination proposal and the other proposals to be presented at the general meeting and warrant holder meeting are in the best interest of GTY’s shareholders and public warrant holders and recommends that its shareholders vote “FOR” the GTY merger proposal, “FOR” the business combination proposal, “FOR” each of the separate organizational documents proposals, “FOR” the stock issuance proposal, “FOR” the incentive plan proposal and “FOR” the adjournment proposal, in each case, if presented to the general meeting and that its public warrant holders vote “FOR” the warrant amendment proposal and “FOR” the warrant holder adjournment proposal, in each case, if presented to the warrant holder meeting.
In connection with such approval of the business combination proposal and the recommendation that GTY’s shareholders approve the business combination proposal, Stephen Rohleder and Charles Wert, members of GTY’s board of directors, recused themselves from all discussions, deliberations and proceedings relating to the CityBase Transaction, its approval and the recommendation that GTY’s shareholders approve the business combination with respect to the CityBase Transaction due to Mr. Rohleder’s and Mr. Wert’s respective interests in the CityBase Transaction as investors in CityBase’s Series C preferred stock.
In addition to the foregoing, the existence of financial and personal interests of GTY’s directors may result in a conflict of interest on the part of one or more of the directors between what he or they may believe is in the best interests of GTY and its shareholders and public warrant holders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders and public warrant holders vote for the proposals. These conflicts of interest include, among others, that if we do not consummate a business combination by May 1, 2019, we may be forced to liquidate and the 13,800,000 founder shares and 8,693,334 private placement warrants owned by our Sponsor would be worthless. See the section entitled “The Business Combination Proposal — Interests of GTY’s Directors and Offıcers in the Business Combination” for a further discussion.
Q:
How do our Sponsor and the other initial shareholders intend to vote their shares?
A:
In connection with our initial public offering, our initial shareholders entered into a letter agreement to vote their founder shares, as well as any public shares purchased during or after our initial public offering, in favor of our initial business combination and we also expect them to vote their shares in favor of all other proposals being presented at the general meeting. As of the record date, our initial shareholders own an aggregate of 13,800,000 ordinary shares, which in the aggregate represents 39.44% of our total outstanding shares on the date of this proxy statement/prospectus.
Q:
May our Sponsor, the other initial shareholders and the Targets purchase public shares or warrants prior to the general meeting?
A:
At any time prior to the general meeting, during a period when they are not then aware of any material nonpublic information regarding GTY or its securities, the GTY initial shareholders, the Targets and/or their affiliates may purchase shares and/or warrants from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire GTY’s ordinary shares or vote their shares in favor of the business combination proposal or GTY merger proposal, or vote their warrants in favor of the warrant amendment proposal. The purpose of such share purchases and other transactions would be to increase the likelihood that (i) the proposals presented to
18

shareholders for approval at the general meeting and presented to warrant holders at the warrant holder meeting are approved and/or (ii) we meet the condition that we have at least $270 million of cash available upon the closing of the business combination. Any such share or warrant purchases and other transactions may thereby increase the likelihood of obtaining shareholder approval of the business combination or warrant holder approval of the warrant amendment proposal. This may result in the completion of our business combination or warrant holder approval of the warrant amendment proposal that may not otherwise have been possible. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or rights owned by the GTY initial shareholders for nominal value.
Entering into any such arrangements may have a depressive effect on GTY’s ordinary shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he owns, either prior to or immediately after the general meeting. Moreover, any such purchases may make it less likely that holders of no more than 109,848 public shares elect to redeem their public shares in connection with the business combination.
If such transactions are effected, the consequence could be to cause the business combination to be approved or the warrant amendment proposal to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares or warrants by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the general meeting or warrant holder meeting and would likely increase the chances that such proposals would be approved. As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. GTY will file a Current Report on Form 8-K to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be put to the general meeting or the warrant holder meeting or the redemption threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.
Q:
What happens if I sell my ordinary shares before the general meeting?
A:
The record date for the general meeting is earlier than the date of the general meeting and earlier than the date that the business combination is expected to be completed. If you transfer your ordinary shares after the applicable record date, but before the general meeting, unless you grant a proxy to the transferee, you will retain your right to vote at such general meeting.
Q:
What happens if I sell my public warrants before the warrant holder meeting?
A:
The record date for the warrant holder meeting is earlier than the date of the warrant holder meeting and earlier than the date that the business combination is expected to be completed. If you transfer your public warrants after the applicable record date, but before the warrant holder meeting, unless you grant a proxy to the transferee, you will retain your right to vote at such warrant holder meeting.
Q:
May I change my vote after I have mailed my signed proxy card?
A:
Yes. Shareholders and warrant holders may send a later-dated, signed proxy card to GTY’s secretary at the address set forth below so that it is received by GTY’s secretary prior to the vote at the general meeting or warrant holder meeting (which are scheduled to take place on [           ], 2019) or attend the general meeting and/or warrant holder meeting in person and vote. Shareholders and warrant holders also may revoke their proxy by sending a notice of revocation to GTY’s secretary, which must be received by GTY’s secretary prior to the vote at the general meeting and/or the warrant holder meeting. However, if your shares or public warrants are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.
Q:
What happens if I fail to take any action with respect to the general meeting?
A:
If you fail to take any action with respect to the general meeting and the business combination is
19

approved by shareholders and consummated, you will become a shareholder and/or warrant holder of New GTY. If you fail to take any action with respect to the general meeting and the business combination is not approved, you will remain a shareholder and/or warrant holder of GTY. However, if you fail to take any action with respect to the general meeting, you will nonetheless be able to elect to redeem your public shares in connection with the business combination, provided you follow the instructions in this proxy statement/prospectus for redeeming your shares.
Q:
What should I do with my share certificates, warrant certificates and/or unit certificates?
A:
GTY shareholders who exercise their redemption rights must deliver their share certificates to the transfer agent (either physically or electronically) prior to [    ] a.m., Eastern Time, on [           ], 2019.
GTY warrant holders should not submit the certificates relating to their warrants. Public shareholders who do not elect to have their public shares redeemed for the pro rata share of the trust account should not submit the certificates relating to their public shares.
On the effective date of the GTY Merger, holders of GTY units, common stock and warrants will receive units, common stock and warrants (assuming the warrant amendment proposal is not adopted) of New GTY without needing to take any action and accordingly such holders should not submit the certificates relating to their units, common stock and warrants. In addition, after the effectiveness of the GTY Merger and before the closing of the business combination, each outstanding unit of New GTY (each of which consists of one share of New GTY common stock and one-third of one warrant to purchase one share of New GTY common stock) will be separated into its component common stock and warrants (assuming the warrant amendment proposal is not adopted). If the warrant amendment proposal is adopted, not New GTY warrants will be issued.
Q:
What should I do if I receive more than one set of voting materials?
A:
Shareholders and/or warrant holders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares or public warrants in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares or public warrants. If you are a holder of record and your shares or public warrants are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your ordinary shares and/or public warrants.
Q:
Who can help answer my questions?
A:
If you have questions about the business combination or if you need additional copies of the proxy statement/prospectus, any document incorporated by reference herein or the enclosed proxy card you should contact:
Morrow Sodali LLC
470 West Avenue, Suite 3000
Stamford CT 06902
Tel: (800) 662-5200
Banks and brokers call collect: (203) 658-9400
E-mail: GTYH.info@morrowsodali.com
You also may obtain additional information about GTY from documents filed with the Securities and Exchange Commission (“SEC”) by following the instructions in the section entitled “Where You Can Find More Information; Incorporation by Reference.” If you are a holder of public shares and you intend to seek redemption of your shares, you will need to deliver your ordinary shares (either physically or electronically) to the transfer agent at the address below prior to [    ] a.m., Eastern Time, on [           ], 2019. If you have questions regarding the certification of your position or delivery of your stock, please contact:
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Mark Zimkind
Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
E-mail: mzimkind@continentalstock.com
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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS
This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the general meeting and warrant holder meeting, including the business combination, you should read this entire document carefully, including each of the Transaction Documents, as amended, attached as Annex A, B, C, D, E, F and G, respectively, to this proxy statement/prospectus. The Transaction Documents are the legal documents that govern the business combination and the other transactions that will be undertaken in connection therewith. Each of the Transaction Documents is also described in detail in this proxy statement/​prospectus in the section entitled “The Transaction Documents.”
The Parties to the Business Combination
GTY Technology Holdings Inc.
GTY is a blank check company incorporated on August 11, 2016 as a Cayman Islands exempted company incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We have neither engaged in any operations nor generated any revenue to date. Based on our business activities, GTY is a “shell company” as defined under the Exchange Act because we have no operations and nominal assets consisting almost entirely of cash.
GTY’s units, ordinary shares and warrants are listed on Nasdaq under the symbols “GTYHU,” “GTYH,” and “GTYHW,” respectively.
The mailing address of GTY’s principal executive office is 1180 North Town Center Drive, Suite 100, Las Vegas, Nevada 89144. Its telephone number is (702) 945-2898.
Bonfire Interactive Ltd.
Bonfire is a Canadian corporation headquartered in Ontario, Canada and is a developer of cloud-based eSourcing and procurement software that helps purchasers find, engage and evaluate suppliers and manage the resulting contracting and performance relationships.
For more information about Bonfire, please see the sections entitled “Information About Bonfire,” and “Bonfire’s Management’s Discussion and Analysis of Financial Condition and Results of Operations”.
The mailing address of Bonfire’s principal executive office is 121 Charles Street W. #C429, Kitchener, Ontario, Canada N2G 1H6. Its telephone number is (800) 354-8010.
CityBase, Inc.
CityBase is a Delaware corporation headquartered in Chicago, Illinois and is a developer of content, digital services, and integrated payments for government agencies and utility companies via a cloud-based platform that includes technological functionality accessible via web and mobile, kiosk, point-of-sale, and other channels.
For more information about CityBase, please see the sections entitled “Information About CityBase,” and “CityBase’s Management’s Discussion and Analysis of Financial Condition and Results of Operations”.
The mailing address of CityBase’s principal executive office is 30 North LaSalle Street, Chicago, Illinois 60602. Its telephone number is (844) 510-8463.
eCivis Inc.
eCivis is a Delaware corporation headquartered in Pasadena, California and is a cloud-based grants management system provider for state, local and tribal governments that also offers writing, consulting and professional services as well as financial and program performance tracking, cost allocation and budgeting.
For more information about eCivis, please see the sections entitled “Information About eCivis,” and “eCivis Management’s Discussion and Analysis of Financial Condition and Results of Operations”.
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The mailing address of eCivis’s principal executive office is 418 N. Fair Oaks Avenue, Suite 301, Pasadena, California 91103. Its telephone number is (626) 578-6214.
Open Counter Enterprises Inc.
Open Counter is a Delaware corporation headquartered in San Francisco and is a builder of user-friendly software to guide applicants through complex permitting and licensing procedures.
For more information about Open Counter, please see the sections entitled “Information About Open Counter,” and “Open Counter’s Management’s Discussion and Analysis of Financial Condition and Results of Operations”.
The mailing address of Open Counter’s principal executive office is 25 Taylor Street, San Francisco, California 94102. Its telephone number is (415) 404-8733.
Questica
Questica Inc. and Questica USCDN Inc. are Canadian corporations. Questica is headquartered in Burlington, Ontario, Canada and is a provider of budgeting software, performance management and transparency and data visualization solutions.
For more information about Questica, please see the sections entitled “Information About Questica,” and “Questica’s Management’s Discussion and Analysis of Financial Condition and Results of Operations”.
The mailing address of Questica’s principal executive office is 980 Fraser Drive, Unit 105, Burlington, Ontario, Canada L7L 5P5. Its telephone number is 905-634-0110.
Sherpa Government Solutions LLC
Sherpa is a Delaware limited liability company headquartered in Denver and is a provider of public sector budgeting software and consulting services.
For more information about Sherpa, please see the sections entitled “Information About Sherpa,” “Sherpa’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Management of New GTY Following the Business Combination.”
The mailing address of Sherpa’s principal executive office is 2990 Osceola Street, Denver, Colorado 80212. Its telephone number is (720) 644-9244.
Summary of the Transaction Documents
GTY Agreement
Pursuant to the GTY Agreement, upon the terms and subject to the conditions set forth therein, at the closing of the business combination, GTY Merger Sub will merge with and into GTY, with GTY surviving the GTY Merger as a direct, wholly-owned subsidiary of New GTY.
As a result of the GTY Merger, all of the issued and outstanding ordinary shares of GTY will be exchanged for an equal number of shares New GTY common stock, and, if the warrant amendment proposal is not approved, all of the outstanding warrants to purchase ordinary shares of GTY will become exercisable to purchase an equal number of shares of New GTY common stock on the existing terms and conditions of such warrants in accordance with the terms of such warrants. New GTY intends to apply to list the New GTY common stock on The Nasdaq Stock Market in connection with the closing of the business combination.
The closing of each of the transactions contemplated by the Transaction Documents are expected to occur simultaneously with the closing of the GTY Merger. In addition, after the GTY Merger and prior to the effective time of the transactions contemplated by the Transaction Documents, GTY will assign all of its rights, interests and obligations under the Transaction Documents to New GTY.
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Bonfire Agreement
Pursuant to the Bonfire Agreement, upon the terms and subject to the conditions set forth therein, at the Bonfire Closing, Callco and Exchangeco will acquire all of the issued and outstanding shares of Bonfire, such that Bonfire will become an indirect, wholly-owned subsidiary of New GTY.
Upon consummation of the Bonfire Transaction, New GTY will (i) pay the Bonfire Holders an aggregate of up to $47,000,000 in cash, subject to certain customary adjustments contained in the Bonfire Agreement, including an increase for cash and a reduction for indebtedness of Bonfire and its subsidiaries at the time of the Bonfire Closing, and (ii) issue to the Bonfire Holders a number of shares of New GTY common stock or a number of Bonfire Exchangeco Shares with an aggregate fair market value equal to $51,000,000.
In addition, Bonfire Holders may receive, following the Bonfire Closing and based on Bonfire’s revenues and EBIT for the fiscal years ended December 31, 2019 and 2020, respectively, earn-out payments in an aggregate amount not to exceed $10,000,000, payable 50% in cash and 50% in New GTY common stock. GTY has agreed to file a registration statement on Form S-3 covering the resale of any Bonfire Earn-out Shares.
The Bonfire Closing is subject to certain conditions, including, among others, (i) approval by GTY’s shareholders of, among other things, the Bonfire Agreement and the Bonfire Transaction; (ii) the redemption of any of GTY’s ordinary shares in connection with the business combination will have been completed and GTY will have no less than $270,000,000 (the “Bonfire Necessary Cash Amount”) following any such redemptions and the payment of any expenses related to the Bonfire Transaction, which may be met by aggregating amounts held in the trust account and from any Alternative Financing Sources; (iii) certain Bonfire Holders will have delivered to GTY a duly executed lock-up agreement in the form attached to the Bonfire Agreement; (iv) no more than 5% of the shares of Bonfire capital stock issued and outstanding immediately prior to the effective time of the Bonfire Transaction (the “Bonfire Shares”) will be Cash-out Shares (as defined in the Bonfire Agreement); and (v) the transactions contemplated by the other Transaction Documents will have closed or will close substantially simultaneously with the Bonfire Closing.
In the event that the gross proceeds made available to GTY from any Alternative Financing Sources and the amount of funds in the Trust Account is at least $325,000,000, $2,000,000 of the overall consideration payable to the Bonfire shareholders will be payable in cash rather than shares of New GTY common stock increasing the aggregate cash consideration payable to the Bonfire Holders to $49,000,000 and decreasing the number of shares payable to Bonfire Holders to a number of shares with an aggregate fair market value equal to $49,000,000.
The Bonfire Agreement may be terminated under certain circumstances, including, among others: (i) by mutual written consent of each party; (ii) by either GTY or Bonfire if the Bonfire Closing has not occurred on or before 5:00 p.m. Eastern Time on March 31, 2019; provided, however, that the right to terminate the Bonfire Agreement under this provision will not be available to any party whose failure to fulfill, or whose affiliate’s failure to fulfill on its behalf, any material obligation or condition under the Bonfire Agreement has been the cause of, or resulted in, the failure of the Bonfire Closing to occur on or before such date; (iii) by either GTY or Bonfire if GTY’s shareholders have not approved the Bonfire Agreement and the Bonfire Transaction; (iv) by either GTY or Bonfire if, following the redemption of any of GTY’s ordinary shares in connection with the business combination, the aggregate amount of cash or cash equivalents in the trust account is less than the Bonfire Necessary Cash Amount; and (v) by GTY if voting and support agreements representing no less than two-thirds of Bonfire’s capital stock, two-thirds of Bonfire’s options and two-thirds of Bonfire’s warrants have not been executed and delivered to GTY by 3:45 p.m. Eastern Time on the second business following the Bonfire Closing or if such voting and support agreements fail to be in full force and effect.
CityBase Agreement
Pursuant to the CityBase Agreement, upon the terms and subject to the conditions set forth therein, at the CityBase Closing, among other things, CityBase Merger Sub will merge with and into CityBase, with CityBase surviving the merger as a direct, wholly-owned subsidiary of New GTY.
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Upon consummation of the CityBase Transaction, New GTY will pay the CityBase Holders an aggregate of up to 1,000,000 shares of New GTY common stock, and $90,000,000 cash, subject to certain customary adjustments contained in the CityBase Agreement, including an increase for cash and a reduction for indebtedness of CityBase at the time of the CityBase Closing. Of the $90,000,000, certain key executives of CityBase will receive 20% of their closing consideration in shares of New GTY common stock in lieu of cash, and two key stockholders will each receive $1,000,000 of their closing consideration in shares of New GTY common stock in lieu of cash.
In addition, certain CityBase Holders may receive, following the CityBase Closing and upon CityBase’s trailing twelve-month net revenue exceeding $37,000,000 on or prior to December 31, 2048, an earn-out payment equal to a number of shares, or cash value thereof, of New GTY common stock calculated by dividing $60 million by: (i) $10.00 if the CityBase Earn-out Threshold (as defined in the CityBase Agreement) is met on or prior to December 31, 2021 or (ii) the greater of  (x) $10.00 or (y) the volume-weighted average closing price for the shares of New GTY common stock for the 30 trading days immediately preceding the payment date if the CityBase Earn-out Threshold is met after December 31, 2021; provided that certain CityBase Holders will receive their respective pro-rata portion of the earn-out payment in cash at the CityBase Closing in lieu of shares of New GTY common stock. GTY has agreed to use commercially reasonable efforts to file a registration statement on Form S-3 covering the resale of any CityBase Earn-out Shares.
The CityBase Closing is subject to certain conditions, including, among others, (i) approval by GTY’s shareholders of, among other things, the CityBase Agreement, the CityBase Transaction and the other proposals set forth in the proxy statement/prospectus on Form S-4 relating to the business combination; (ii) the redemption of any of GTY’s ordinary shares in connection with the business combination will have been completed and GTY will have no less than $270,000,000 following any such redemptions (the “CityBase Necessary Cash Amount”), which may be met by aggregating amounts held in the trust account and from any Alternative Financing Sources; (iii) certain key executives of CityBase will have delivered to GTY a duly executed lock-up agreement and a letter of transmittal, each in the form attached to the CityBase Agreement; (iv) no more than 5% of the shares of CityBase capital stock issued and outstanding immediately prior to the effective time of the CityBase Transaction will be held by CityBase Holders dissenting from the CityBase Transaction and requiring appraisal of such shares; (v) the CityBase Holders entitled to approve and adopt the CityBase Agreement will have approved and adopted the CityBase Agreement pursuant to a written consent by 5:00 p.m. Eastern Time on the date after the date of the CityBase Agreement (the “CityBase Holder Consent”), which condition has been satisfied; and (vi) the transactions contemplated by the other Transaction Documents will have closed or will close substantially simultaneously with the CityBase Closing.
In the event that the gross proceeds made available to GTY from any Alternative Financing Sources and the amount of funds in the Trust Account is at least $325,000,000, the CityBase shareholders will receive an additional $10,000,000 in cash, rather than 1,000,000 shares of New GTY common stock, and $1,000,000 of the overall consideration payable to each of the two key stockholders of CityBase referenced above will be payable in cash rather than shares of New GTY common stock.
The CityBase Agreement may be terminated under certain circumstances, including, among others: (i) by mutual written consent of GTY and CityBase; (ii) by either GTY or CityBase if the CityBase Closing has not occurred on or before 5:00 p.m. Eastern Time on March 31, 2019; provided, however, that the right to terminate the CityBase Agreement under this provision will not be available to any party whose failure to fulfill, or whose affiliate’s failure to fulfill on its behalf, any material obligation or condition under the CityBase Agreement has been the cause of, or resulted in, the failure of the CityBase Closing to occur on or before such date; (iii) by GTY or CityBase if GTY’s shareholders have not approved the CityBase Agreement, the CityBase Transaction and the other proposals set forth in the proxy statement/prospectus on Form S-4 relating to the business combination; or (iv) by either GTY or CityBase if, following the redemption of any of GTY’s ordinary shares in connection with the business combination, the aggregate amount of cash or cash equivalents in the trust account is less than $270,000,000. In the event the CityBase Agreement is terminated under specified circumstances, subject to certain exceptions, GTY will promptly reimburse up to 50% of the transaction expenses of CityBase, up to a maximum of  $400,000.
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CityBase Letter Agreements
On October 10, 2018, in connection with the CityBase Transaction, GTY entered into the CityBase Letter Agreements with certain investors in CityBase who purchased an aggregate of  $7.95 million of CityBase’s Series C Preferred Stock in September 2018. Pursuant to the CityBase Agreement, GTY will deliver to these CityBase Investors at the CityBase Closing, an amount of cash equal to its pro rata portion (based on such CityBase Investor’s ownership of the fully diluted equity of CityBase) of the earn-out amount contemplated by the CityBase Agreement. The CityBase Letter Agreements provide that upon receipt of the CityBase Earn-out Payment, each such CityBase Investor will have the right, but not the obligation, to purchase the number of shares of New GTY common stock equal to the CityBase Earn-out Payment divided by $10.00. Each CityBase Investor will be entitled to certain registration rights with respect to any shares of New GTY common stock issued pursuant to the CityBase Letter Agreements. GTY has also agreed to use commercially reasonable efforts to file a registration statement with the SEC covering the resale of any shares of New GTY common stock issued pursuant to the CityBase Letter Agreements within seven days after the CityBase Closing.
eCivis Agreement
Pursuant to the eCivis Agreement, upon the terms and subject to the conditions set forth therein, at the eCivis Closing, eCivis Merger Sub will merge with and into eCivis, with eCivis surviving the merger as a direct, wholly-owned subsidiary of New GTY.
Upon consummation of the eCivis Transaction, New GTY will (i) pay the eCivis Holders an aggregate of up to $25,000,000 in cash, subject to certain customary adjustments contained in the eCivis Agreement, including an increase for cash and a reduction for indebtedness of eCivis at the time of the eCivis Closing, and (ii) issue to the eCivis Holders a number of shares of New GTY common stock with an aggregate fair market value equal to $25,000,000 based on the volume weighted average price of GTY’s ordinary shares for the 30 trading days immediately prior to the eCivis Closing.
In addition, eCivis Holders may receive, following the eCivis Closing and based on eCivis’s revenues and EBITDA for the year ended December 31, 2020, an earn-out payment equal to a number of New GTY common stock with a value of up to $50,000,000 on the date of issuance. GTY has agreed to use commercially reasonable efforts to file a registration statement on Form S-3 covering the resale of any eCivis Earn-out Shares and the other shares to be issued in connection with the eCivis Closing.
The eCivis Closing is subject to certain conditions, including, among others, (i) approval by GTY’s shareholders of, among other things, the eCivis Agreement and the eCivis Transaction; (ii) the redemption of any of GTY’s ordinary shares in connection with the business combination will have been completed and GTY will have no less than $270,000,000 following any such redemptions and the payment of any expenses related to the eCivis Transaction (the “eCivis Necessary Cash Amount”), which may be met by aggregating amounts held in the trust account and from any Alternative Financing Sources; (iii) each eCivis Holder will have delivered to GTY a duly executed lock-up agreement in the form attached to the eCivis Agreement; (iv) no more than 5% of the shares of eCivis capital stock issued and outstanding immediately prior to the effective time of the eCivis Transaction (the “eCivis Shares”) will be held by eCivis Holders dissenting from the eCivis Transaction and requiring appraisal of such shares; (v) no more than 5% of the eCivis Shares will be Cash-out Shares (as defined in the eCivis Agreement); (vi) the eCivis Holders entitled to approve and adopt the eCivis Agreement will have approved and adopted the eCivis Agreement pursuant to a written consent by 12:00 p.m. Eastern Time on the date after the date of the eCivis Agreement; and (vii) the transactions contemplated by the other Transaction Documents will have closed or will close substantially simultaneously with the eCivis Closing.
If the gross proceeds made available to GTY from any Alternative Financing Sources and the amount of funds in the Trust Account is at least $325,000,000, $5,000,000 of the overall consideration payable to eCivis’ shareholders will be payable in cash rather than shares of New GTY common stock increasing the aggregate cash consideration payable to the eCivis Holders to $27,000,000 and decreasing the number of shares payable to eCivis Holders to a number of shares with a fair market value equal to $23,000,000 based on the volume weighted average price of GTY's ordinary shares for the 30 trading days immediately prior to the eCivis Closing.
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The eCivis Agreement may be terminated under certain circumstances, including, among others: (i) by mutual written consent of each party; (ii) by either GTY or eCivis if the eCivis Closing has not occurred on or before 5:00 p.m. Eastern Time on March 31, 2019; provided, however, that the right to terminate the eCivis Agreement under this provision will not be available to any party whose failure to fulfill, or whose affiliate’s failure to fulfill on its behalf, any material obligation or condition under the eCivis Agreement has been the cause of, or resulted in, the failure of the eCivis Closing to occur on or before such date; (iii) by either GTY or eCivis if GTY’s shareholders have not approved the eCivis Agreement and the eCivis Transaction; (iv) by either GTY or eCivis if, following the redemption of any of GTY’s ordinary shares in connection with the business combination, the aggregate amount of cash or cash equivalents in the trust account is less than the eCivis Necessary Cash Amount; and (v) by GTY if the written consent of eCivis Holders to approve and adopt the eCivis Agreement is not executed and delivered to GTY by 12:00 p.m. Eastern Time on the day after the date of the eCivis Agreement. In the event the eCivis Agreement is terminated, subject to certain exceptions, GTY will promptly reimburse up to 50% of the transaction expenses of eCivis up to a maximum of  $400,000.
Open Counter Agreement
Pursuant to the Open Counter Agreement, upon the terms and subject to the conditions set forth therein, at the Open Counter Closing, Open Counter Merger Sub will merge with and into Open Counter, with Open Counter surviving the merger as a direct, wholly-owned subsidiary of New GTY.
Upon consummation of the Open Counter Transaction, New GTY will pay the Open Counter Holders an aggregate of up to (i) $12,500,000 in cash, subject to certain customary adjustments contained in the Open Counter Agreement, including an increase for cash and a reduction for indebtedness of Open Counter at the time of the Open Counter Closing, and (ii) 1,650,000 shares of New GTY common stock, less the any shares payable to Open Counter Holders dissenting from the Open Counter Transaction and requiring appraisal of their shares.
The Open Counter Closing is subject to certain conditions, including, among others, (i) approval by GTY’s shareholders of, among other things, the Open Counter Agreement, the Open Counter Transaction and the other proposals set forth in the proxy statement/prospectus on Form S-4 relating to the business combination; (ii) that the redemption of any of GTY’s ordinary shares in connection with the business combination will have been completed and GTY will have no less than $270,000,000 following any such redemptions and the payment of any expenses related to the Open Counter Transaction (the “Open Counter Necessary Cash Amount”), which may be met by aggregating amounts held in the trust account and from any Alternative Financing Sources; (iii) that each Open Counter Holder will have delivered to GTY a duly executed lock-up agreement in the form attached to the Open Counter Agreement; (iv) that no more than 5% of the shares of Open Counter capital stock issued and outstanding immediately prior to the effective time of the Open Counter Transaction (“Open Counter Shares”) will be held by Open Counter Holders dissenting from the Open Counter Transaction and requiring appraisal of such shares; (v) that no more than 5% of the Open Counter Shares will be Cash-Out Shares (as defined in the Open Counter Agreement); (vi) the approval and adoption of the Open Counter Agreement by the Founders (as defined in the Open Counter Agreement) pursuant to a written consent no later than 12:00 p.m. Eastern Time on the date after the date of the Open Counter Agreement (the “Open Counter Holder Consent”); and (vii) the transactions contemplated by the other Transaction Documents will have closed or will close substantially simultaneously with the Open Counter Closing.
If the gross proceeds made available to GTY from any Alternative Financing Sources and the amount of funds in the Trust Account is at least $325,000,000, $2,000,000 of the overall consideration payable to two Open Counter shareholders will be payable in cash rather than shares of New GTY common stock increasing the aggregate cash consideration payable to the Open Counter Holders to $14,500,000 and decreasing the number of shares payable to Open Counter to 1,450,000 shares of New GTY.
The Open Counter Agreement may be terminated under certain circumstances, including, among others: (i) by mutual written consent of each party; (ii) by either GTY or Open Counter if the Open Counter Closing has not occurred on or before 5:00 p.m. Eastern Time on March 31, 2019; provided, however, that the right to terminate the Open Counter Agreement under this provision will not be available
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to any party whose failure to fulfill, or whose affiliate’s failure to fulfill on its behalf, any material obligation or condition under the Open Counter Agreement has been the cause of, or resulted in, the failure of the Open Counter Closing to occur on or before such date; (iii) by either GTY or Open Counter if GTY’s shareholders have not approved the Open Counter Agreement, the Open Counter Transaction and the other proposals set forth in the proxy statement/prospectus on Form S-4 relating to the business combination; (iv) by either GTY or Open Counter if, following the redemption of any of GTY’s ordinary shares in connection with the business combination, the aggregate amount of cash or cash equivalents in the trust account is less than the Open Counter Necessary Cash Amount; and (v) by GTY if the Open Counter Holder Consent is not executed and delivered to GTY by 12:00 p.m. Eastern Time on the day after the date of the Open Counter Agreement.
Questica Agreement
Pursuant to the Questica Agreement, upon the terms and subject to the conditions set forth therein, at the Questica Closing, Questica Exchangeco will acquire all of the issued and outstanding shares of Questica, such that Questica will become an indirect, wholly-owned subsidiary of New GTY.
Upon consummation of the Questica Transaction, New GTY will (i) pay the Questica Holders an aggregate of up to $54,000,000 in cash, subject to certain customary adjustments contained in the Questica Agreement, including an increase for cash and a reduction for indebtedness of Questica at the time of the Questica Closing, and (ii) an aggregate of 2,600,000 Class A Exchangeable Shares in the capital stock of Questica Exchangeco and 1,000,000 Class B Exchangeable Shares in the capital stock of Questica Exchangeco, each of which is exchangeable into shares of New GTY common stock.
The Questica Closing is subject to certain conditions, including, among others, (i) approval by GTY’s shareholders of, among other things, the Questica Agreement and the Questica Transaction; (ii) the redemption of any of GTY’s ordinary shares in connection with the business combination will have been completed and GTY will have no less than $270,000,000 following any such redemptions (the “Questica Necessary Cash Amount”), which may be met by aggregating amounts held in the trust account and from any Alternative Financing Sources; (iii) each Questica Holder will have delivered to GTY a duly executed lock-up agreement in the form attached to the Questica Agreement; and (iv) the transactions contemplated by the other Transaction Documents will have closed or will close substantially simultaneously with the Questica Closing.
In the event that the gross proceeds made available to GTY from any Alternative Financing Sources and the amount of funds in the Trust Account is at least $325,000,000, $6,000,000 of the overall consideration payable to Questica Holders will be payable in cash rather than shares of New GTY common stock increasing the aggregate cash consideration payable to the Questica Holders to $60,000,000 and decreasing the number of shares payable to Questica Holders to 2,000,000 Class A Exchangeable Shares. The number of Class B Exchangeable Shares will remain unchanged.
The Questica Agreement may be terminated under certain circumstances, including, among others: (i) by mutual written consent of each party; (ii) by either GTY or Questica if the Questica Closing has not occurred on or before 5:00 p.m. Eastern Time on March 31, 2019; provided, however, that the right to terminate the Questica Agreement under this provision will not be available to any party whose failure to fulfill, or whose affiliate’s failure to fulfill on its behalf, any material obligation or condition under the Questica Agreement has been the cause of, or resulted in, the failure of the Questica Closing to occur on or before such date; (iii) by either GTY or Questica if GTY’s shareholders have not approved the Questica Agreement and the Questica Transaction; and (iv) by GTY or Questica if, following the redemption of any of GTY’s ordinary shares in connection with the business combination, the aggregate amount of cash or cash equivalents in the trust account is less than the Questica Necessary Cash Amount.
Sherpa Agreement
Pursuant to the Sherpa Agreement, upon the terms and subject to the conditions set forth therein, at the Sherpa Closing, the Sherpa Holders will sell to GTY and GTY will purchase from the Sherpa Holders all of the Sherpa Units owned by the Sherpa Holders.
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Upon consummation of the Sherpa Transaction, New GTY will pay to the Sherpa Holders up to an aggregate of  $8,000,000 in cash, subject to certain customary adjustments contained in the Sherpa Agreement, including an increase for cash and a reduction for indebtedness of Sherpa at the time of the Sherpa Closing. In addition, following the Sherpa Closing and based on Sherpa’s revenues for the years ended December 31, 2019 and 2018, the Sherpa Holders may receive, in the aggregate, an earn-out payment equal to a number of shares of New GTY common stock with a value equal to $2,000,000 on the date of issuance. GTY has agreed to use commercially reasonable efforts to file a registration statement on Form S-3 covering the resale of any Sherpa Earn-out Shares.
The Sherpa Closing is subject to certain conditions, including, among others, (i) approval by GTY’s shareholders of, among other things, the Sherpa Agreement, the Sherpa Transaction and the other proposals set forth in the proxy statement/prospectus on Form S-4 relating to the business combination; (ii) the redemption of any of GTY’s ordinary shares in connection with the business combination will have been completed and GTY will have no less than $270,000,000 following any such redemptions and the payment of any expenses related to the Sherpa Transaction (the “Sherpa Necessary Cash Amount”), which may be met by aggregating amounts held in the trust account and from any Alternative Financing Sources; (iii) each Sherpa Holder will have delivered to GTY a duly executed lock-up agreement in the form attached to the Sherpa Agreement; and (iv) the transactions contemplated by the other Transaction Documents will have closed or will close substantially simultaneously with the Sherpa Closing.
The Sherpa Agreement may be terminated under certain circumstances, including, among others: (i) by mutual written consent of each party; (ii) by either GTY or Sherpa if the Closing has not occurred on or before 5:00 p.m. Eastern Time on March 31, 2019; provided, however, that the right to terminate the Sherpa Agreement under this provision will not be available to any party whose failure to fulfill, or whose affiliate’s failure to fulfill on its behalf, any material obligation or condition under the Sherpa Agreement has been the cause of, or resulted in, the failure of the Sherpa Closing to occur on or before such date; (iii) by either GTY or Sherpa if GTY’s shareholders have not approved the Sherpa Agreement and the other proposals set forth in the proxy statement/prospectus on Form S-4 relating to the business combination; and (iv) by either GTY or Sherpa if, following the redemption of any of GTY’s ordinary shares in connection with the business combination, the aggregate amount of cash or cash equivalents in the trust account is less than the Sherpa Necessary Cash Amount.
Amendments to Transaction Documents
On October 31, 2018, GTY entered into amendments to each of the Transaction Documents with the Targets to, among other things, (i) provide that the Necessary Cash Amount (as defined in each Transaction Document) may be met by aggregating (x) amounts held in the trust account and (y) any other immediately available funds made available to GTY at the closing of the business combination, including through the issuance of debt or equity securities by GTY pursuant to definitive agreements entered into on or before January 18, 2019, so long as obtaining such funds pursuant to such agreements would not have a material adverse effect on the price of New GTY’s common stock or on the creditworthiness of New GTY and its subsidiaries taken as a whole (“Alternative Financing Sources”); (ii) provide that a Target may not terminate its respective Transaction Document due to a breach by GTY of any representation, warranty, covenant or agreement arising from the entry into or consummation of an agreement with an Alternative Financing Source; and (iii) amend the termination right in the event that, following redemptions of GTY’s ordinary shares in connection with the business combination, the aggregate amount of cash or cash equivalents in the trust account and/or available from Alternative Financing Sources is less than the Necessary Cash Amount, to provide that such right may not be exercised prior to January 18, 2019.
On December 28, 2018, GTY entered into amendments to each of the Transaction Documents with the Targets to, among other things, lower the Necessary Cash Amount (as defined in each Transaction Document), to $270,000,000 and to provide for alternate mixes of cash and shares of New GTY common stock payable should the amount of cash available to GTY from any Alternative Financing Sources and the amount of funds in the Trust Account be less than $325,000,000 but greater than $270,000,000.
For additional information about the Transaction Documents and the business combination and other transactions contemplated thereby, see “The Business Combination Proposal — The Transaction Documents.”
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Private Placement
In order to help meet the condition that we have at least $270 million of cash available upon the closing of the business combination, we have entered into subscription agreements, substantially in the form of Annex M to this proxy statement/prospectus each dated as of January 9, 2019, with institutional and accredited investors (the “PIPE investors”) pursuant to which such investors have agreed to purchase, immediately prior to the closing of the business combination, an aggregate of 6,656,238 Class A ordinary shares at a price of  $10.00 per share, or an aggregate cash purchase price of  $66,562,380, subject to certain conditions, including the approval of the business combination. Our sponsor will surrender to GTY for cancellation at no cost 124,214 Class B ordinary shares and GTY will issue an additional 124,214 Class A ordinary shares in the aggregate to certain of such investors in consideration of their subscriptions. We may enter into subscription agreements with additional investors (“Additional PIPE investors”) to offset any potential redemptions in connection with the business combination.
Equity Ownership Upon Closing
As of the date of this proxy statement/prospectus, there are 34,988,462 ordinary shares outstanding, comprised of 21,188,462 Class A ordinary shares (being 55,200,000 public shares issued in our initial public offering as reduced by the redemption of 34,011,538 public shares in connection with the Extension Meeting) and 13,800,000 Class B ordinary shares, of which our Sponsor owns 13,680,000 Class B ordinary shares and our independent directors own an aggregate of 120,000 Class B ordinary shares. On the effective date of the GTY Merger, each currently issued and outstanding Class A ordinary share will be cancelled and will automatically convert into one share of New GTY common stock, in accordance with the terms of the Proposed Charter. In addition, on the effective date of the GTY Merger, each Class B ordinary share will automatically convert by operation of law into Class A ordinary shares in connection with the business combination, immediately following which, all such shares will be canceled and will automatically convert into one share of New GTY common stock in accordance with the terms of the Proposed Charter.
Assuming that no public shareholders exercise their redemption rights (no redemptions scenario), our public shareholders would own approximately 38.42%, our initial shareholders would own approximately 24.80%, investors purchasing shares pursuant to subscription agreements would own approximately 12.29% and the Target equity holders would own approximately 24.49% of the issued and outstanding shares of New GTY.
Assuming that holders of 109,848 public shares exercise their redemption rights (based on approximately $216.8 million held in trust and a redemption price of  $10.23 per share) (maximum redemptions scenario), our public shareholders would own approximately 38.30%, our initial shareholders would own approximately 24.85%, investors purchasing shares pursuant to subscription agreements would own approximately 12.32% and the Target equity holders would own approximately 24.54% of the issued and outstanding shares of New GTY.
There are currently outstanding an aggregate of 27,093,334 warrants to acquire our Class A ordinary shares, which comprise 8,693,334 private placement warrants held by our Sponsor and 18,400,000 public warrants. Each of our outstanding whole warrants is exercisable commencing 30 days following the closing of the business combination for one Class A ordinary share and will entitle the holder thereof to purchase one share of New GTY common stock in accordance with its terms. Therefore, as of the date of this proxy statement/prospectus, if we assume that each outstanding whole warrant is exercised and one share of New GTY common stock is issued as a result of such exercise and that the warrant amendment proposal is not adopted, with payment to GTY of the exercise price of  $11.50 per whole warrant for one whole share, our fully-diluted share capital would increase by a total of 27,093,334 shares, with approximately $311,573,341 paid to GTY to exercise the warrants.
If the warrant amendment proposal is approved, the Warrant Agreement will be amended so that, upon the closing of the business combination, (i) public warrant holders who follow the procedures set forth in this proxy statement/prospectus will have the option to either (a) have their warrants survive the closing of the business combination and become exercisable for New GTY common stock in accordance with the terms of the Warrant Agreement, as amended, or (b) have their warrants exchanged at the closing for $2.00 per warrant in cash, subject to the limitations and proration as described in this proxy statement/
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prospectus, (ii) any public warrant holder who does not elect to have their warrants exchanged for cash will have their warrants survive the closing of the business combination and become exercisable for New GTY common stock in accordance with the terms of the Warrant Agreement, as amended, and (iii) the private placement warrants will be exchanged at the closing for $0.75 per warrant in cash, subject to the limitations described in this proxy statement/prospectus.
Subject to certain limited exceptions, the founder shares will not be transferred, assigned or sold until the date that is one year after the date of the consummation of our initial business combination or earlier if, subsequent to our business combination, (i) the last sale price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (ii) we consummate a subsequent liquidation, merger, share exchange or other similar transaction which results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property.
Proposals to be put to the General Meeting
The following is a summary of the proposals to be put to the general meeting.
The GTY Merger Proposal
GTY shareholders are are being asked to consider and vote upon and to approve by special resolution the GTY Merger in order to facilitate the business combination with the Targets.
For additional information, see “The GTY Merger Proposal” section of this proxy statement/​prospectus.
The Business Combination Proposal
GTY is proposing to consummate a business combination with the Targets. GTY and the Targets have entered into their respective Transaction Documents, the terms of which are described in this proxy statement/prospectus. A copy of each of the Transaction Documents, as amended, is attached to this proxy statement/prospectus attached as Annex A, B, C, D, E, F and G, respectively. GTY urges its shareholders to read the Transaction Documents in its entirety. As a result of the business combination, the Targets will become direct or indirect wholly-owned subsidiaries of New GTY and GTY shareholders and warrant holders will become New GTY shareholders and warrant holders.
Under the Transaction Documents, subject to customary adjustments as provided therein, GTY has agreed to acquire the Targets for total aggregate base consideration of  $365 million in cash and stock, plus an aggregate earn-out consideration of up to $132 million in cash and stock.
After consideration of the factors identified and discussed in the section entitled “The Business Combination Proposal — GTY’s Board of Directors’ Reasons for Approval of the Business Combination,” GTY’s board of directors concluded that the business combination met all of the requirements disclosed in the prospectus for its initial public offering, including that the business combination had an aggregate fair market value of at least 80% of the balance of the funds in the trust account at the time of execution of each of the Transaction Documents.
If any proposal is not approved by GTY’s shareholders at the general meeting, the GTY board of directors may submit the adjournment proposal for a vote.
For additional information, see “The Business Combination Proposal” section of this proxy statement/​prospectus.
The Organizational Documents Proposals
If the business combination proposal is approved and the GTY Merger is to be consummated, GTY shareholders are being asked to consider and vote upon and to approve by special resolution nine separate proposals (collectively, the “organizational documents proposals”) relating to the material differences between the Existing Organizational Documents of GTY and the Proposed Organizational Documents of
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New GTY which are, in the judgment of our board of directors, necessary to adequately address the needs of New GTY after the business combination. The Proposed Organizational Documents differ in certain material respects from the Existing Organizational Documents and we urge shareholders to carefully consult the information set out in the Section “The Organizational Documents Proposals” (including the chart of material differences included therein) and the full text of the Proposed Charter and Proposed Bylaws of New GTY, attached hereto as Annexes I and J.
The organizational documents proposals are conditioned on the approval of the business combination proposal. Therefore, if the business combination proposal is not approved, the organizational documents proposals will have no effect, even if approved by our public shareholders. A brief summary of each of the organizational documents proposals is set forth below. These summaries are qualified in their entirety by reference to the complete text of the Proposed Organizational Documents of New GTY.
Organizational Documents Proposal A — Authorized Capital Stock
Organizational documents proposal A is a proposal to approve the provision in the Proposed Charter changing the authorized share capital from $45,100 divided into 400,000,000 Class A ordinary shares of a par value of  $0.0001 each, 50,000,000 Class B ordinary shares of a par value of  $0.0001 each and 1,000,000 preferred shares of a par value of  $0.0001 each, to authorized capital stock of 425,000,000 shares, consisting of  (x) 400,000,000 shares of New GTY common stock and (y) 25,000,000 shares of preferred stock.
For additional information, see “The Organizational Documents Proposals” section in this proxy statement/prospectus.
Organizational Documents Proposal B — Vote Standard for Director Elections
Organizational documents proposal B is a proposal to approve the provision in the Proposed Bylaws providing that directors will be elected if  “for” votes exceed “against” votes in uncontested elections and by plurality vote in contested elections, rather than by an affirmative vote of a majority of the issued and outstanding shares entitled to vote and actually cast thereon as required under the Existing Organizational Documents.
For additional information, see “The Organizational Documents Proposal” section of this proxy statement/prospectus.
Organizational Documents Proposal C — Removal of Directors
Organizational documents proposal C is a proposal to approve the provision in the Proposed Bylaws providing that a director may only be removed for cause by the affirmative vote of a majority of the shares entitled to vote at an election of directors and only at a shareholder meeting called for the purpose of removing such director, rather than by an affirmative vote of a majority of the issued and outstanding shares entitled to vote and actually cast thereon or by the vote of all other directors as required under the Existing Organizational Documents.
For additional information, see “The Organizational Documents Proposal” section of this proxy statement/prospectus.
Organizational Documents Proposal D — Advance Notice Procedures
Organizational documents proposal D is a proposal to approve the provisions in the Proposed Bylaws providing for certain advance notice procedures that shareholders must comply with in order to bring business before a shareholder meeting or to nominate candidates for election as directors.
For additional information, see “The Organizational Documents Proposal” section of this proxy statement/prospectus.
Organizational Documents Proposal E — Exclusive Forum Provision
Organizational documents proposal E is a proposal to approve the provision in the Proposed Charter providing that the Business Litigation Session of the Superior Court for Suffolk County, Massachusetts and
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United States District Court for the District of Massachusetts sitting in Boston, Massachusetts will be the sole and exclusive forum for certain shareholder litigation.
For additional information, see “The Organizational Documents Proposal” section of this proxy statement/prospectus.
Organizational Documents Proposal F — Amendments to Proposed Charter
Organizational documents proposal F is a proposal to approve the provision in the Proposed Charter providing that amendments to the Proposed Charter will generally require the affirmative vote of a majority of shares generally entitled to vote on such matter or action by the board of directors pursuant to Subsection (c) of Section 10.03 of the Massachusetts Business Corporation Act (“MBCA”), rather than two-thirds of the issued and outstanding shares entitled to vote and actually cast thereon as generally required under the Existing Organizational Documents.
For additional information, see “The Organizational Documents Proposal” section of this proxy statement/prospectus.
Organizational Documents Proposal G — Amendments to Proposed Bylaws
Organizational documents proposal G is a proposal to approve the provision in the Proposed Bylaws providing that the Proposed Bylaws may generally be amended by a majority vote of the directors or by a majority vote of shareholders at a shareholder meeting called for such purpose, rather than by two-thirds of the issued and outstanding shares entitled to vote and actually cast thereon as generally required under the Existing Organizational Documents.
For additional information, see “The Organizational Documents Proposal” section of this proxy statement/prospectus.
Organizational Documents Proposal H — Shareholder Right to Call Special Meetings
Organizational documents proposal H is a proposal to approve the provision in the Proposed Bylaws providing that, subject to certain exceptions, shareholders who hold an aggregate of at least 40% of all votes entitled to be cast may call a special meeting of shareholders, rather than not less than 30% in par value of issued shares that carry the right to vote at general meetings as required under the Existing Organizational Documents.
For additional information, see “The Organizational Documents Proposal” section of this proxy statement/prospectus.
Organizational Documents Proposal I — Approval of Other Changes in Connection with Adoption of the Proposed Charter
Organizational documents proposal I is a proposal to approve all other differences between the Existing Organizational Documents of GTY with the Proposed Charter of New GTY as a result of the GTY Merger, including (i) the name of the new public entity will be “GTY Technology Holdings Inc.”, and (ii) the lack of certain provisions related to GTY’s status as a blank check company that are not applicable to New GTY, all of which GTY’s board of directors believe are necessary to adequately address the needs of New GTY after the business combination.
For additional information, see “The Organizational Documents Proposal” section of this proxy statement/prospectus.
The Stock Issuance Proposal
Assuming the GTY merger proposal, business combination proposal and each of the organizational documents proposals are approved, our shareholders are also being asked to approve, by ordinary resolution, the stock issuance proposal.
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GTY’s units, ordinary shares and public warrants are listed on Nasdaq and, as such, we are seeking shareholder approval of the issuance of shares of New GTY common stock to the Bonfire Holders, the CityBase Holders, the eCivis Holders, the Open Counter Holders, the Questica Holders and the Sherpa Holders, PIPE investors and any Additional PIPE investors in order to comply with the applicable listing rules of Nasdaq. The number of shares of New GTY common stock that may be issued in connection with the stock issuance proposal is expected to be up to approximately 33 million shares plus any shares issued to Additional PIPE investors.
For additional information, see “The Stock Issuance Proposal” section of this proxy statement/​prospectus.
The Incentive Plan Proposal
Assuming the GTY merger proposal, business combination proposal, each of the organizational documents proposals and the stock issuance proposal are approved, our shareholders are also being asked to approve, by ordinary resolution, the incentive plan proposal.
We expect that, prior to the consummation of the business combination, our board of directors will approve and adopt the GTY Technology Holdings Inc. 2019 Omnibus Incentive Plan, referred to as the Plan, and assuming the GTY merger proposal, business combination proposal, each of the organizational documents proposals and the stock issuance proposal are approved, we expect that our shareholders will be asked to approve the Plan. Our shareholders should carefully read the entire Plan, a copy of which is attached to this proxy statement/prospectus as Annex K, before voting on this proposal.
For additional information, see “The Incentive Plan Proposal” section of this proxy statement/​prospectus.
The Adjournment Proposal
If based on the tabulated vote, there are not sufficient votes at the time of the general meeting to authorize GTY to consummate the business combination (because any of the condition precedent proposals have not been approved (including as a result of the failure of any other cross-conditioned condition precedent proposals to be approved)) or GTY determines that one or more of the closing conditions Under the Transaction Documents has not been satisfied, GTY’s board of directors may submit a proposal to adjourn the general meeting to a later date or dates, if necessary, to permit further solicitation of proxies.
For additional information, see “The Adjournment Proposal” section of this proxy statement/​prospectus.
Under the Transaction Documents, the approval of each of the condition precedent proposals is a condition to the consummation of the business combination. The adoption of each condition precedent proposal is conditioned on the approval of all of the condition precedent proposals. The adjournment proposal is not conditioned on the approval of any other proposal. If our shareholders do not approve each of the condition precedent proposals, the business combination may not be consummated. The approval of the warrant amendment proposal is not a condition to the consummation of the business combination. None of the condition precedent proposals are conditioned on the approval of the warrant amendment proposal. The adoption of the warrant amendment proposal is conditioned on the approval of all of the condition precedent proposals.
Proposals to be put to the Warrant Holder Meeting
The following is a summary of the proposals to be put to the warrant holder meeting.
The Warrant Amendment Proposal
GTY is seeking the approval of its public warrant holders to amend the Warrant Agreement, pursuant to which amendment, upon the closing of the business combination, (i) public warrant holders who follow the procedures set forth in this proxy statement/prospectus will have the option to either (a) have their
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warrants survive the closing of the business combination and become exercisable for New GTY common stock in accordance with the terms of the Warrant Agreement, as amended, or (b) have their warrants exchanged at the closing for $2.00 per warrant in cash, subject to the limitations and proration as described in this proxy statement/prospectus, (ii) any public warrant holder who does not elect to have their warrants exchanged for cash will have their warrants survive the closing of the business combination and become exercisable for New GTY common stock in accordance with the terms of the Warrant Agreement, as amended, and (iii) the private placement warrants will be exchanged at the closing for $0.75 per warrant in cash, subject to the limitations described in this proxy statement/prospectus.
The option for public warrant holders to have their warrants exchanged for cash, and the mandatory exchange of the private placement warrants for cash, are subject to the following limitations:

If GTY has at least $280,000,000 but less than $300,000,000 of Available Cash, (i) the maximum number of public warrants to be converted into the right to receive $2.00 per warrant will be equal to 10% of the number of outstanding public warrants and (ii) the number of private placement warrants to be converted into the right to receive $0.75 per warrant will be equal to 10% of the number of outstanding private placement warrants.

If GTY has at least $300,000,000 but less than $325,000,000 of Available Cash, (i) the maximum number of public warrants to be converted into the right to receive $2.00 per warrant will be equal to 30% of the number of outstanding public warrants and (ii) the number of private placement warrants to be converted into the right to receive $0.75 per warrant will be equal to 30% of the number of outstanding private placement warrants.

If GTY has at least $325,000,000 but less than $375,000,000 of Available Cash, (i) the maximum number of public warrants to be converted into the right to receive $2.00 per warrant will be equal to 50% of the number of outstanding public warrants and (ii) the number of private placement warrants to be converted into the right to receive $0.75 per warrant will be equal to 50% of the number of outstanding private placement warrants.

If GTY has at least $375,000,000 of Available Cash, (i) the maximum number of public warrants to be converted into the right to receive $2.00 per warrant will be equal to 75% of the number of outstanding public warrants and (ii) the number of private placement warrants to be converted into the right to receive $0.75 per warrant will be equal to 75% of the number of outstanding private placement warrants.
To the extent that the aggregate number of Cash Election Warrants exceeds the Warrant Conversion Cap, the number of Cash Election Warrants to be converted to cash by a public warrant holder will be determined by multiplying the number of such holder’s Cash Election Warrants by a fraction, (a) the numerator of which is the Warrant Conversion Cap and (b) the denominator of which is the aggregate number of Cash Election Warrants submitted by all holders of Public Warrants, rounded down to the nearest whole Cash Election Warrant.
For additional information, see “The Warrant Amendment Proposal” section of this proxy statement/​prospectus.
If the warrant amendment proposal is not approved by GTY’s public warrant holders at the warrant holder meeting, the GTY board of directors may submit the warrant holder adjournment proposal for a vote.
The Warrant Holder Adjournment Proposal
Holders of public warrants are also being asked to consider and vote upon a proposal to approve by ordinary resolution the adjournment of the warrant holder meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the warrant holder meeting, there are not sufficient votes to approve the warrant amendment proposal
For additional information, see “The Warrant Holder Adjournment Proposal” section of this proxy statement/prospectus.
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Date, Time and Place of General Meeting of GTY’s Shareholders
The general meeting will be held at [    ] a.m., Eastern Time, on [           ], 2019, at the offices of Winston & Strawn LLP at 200 Park Avenue, New York, New York 10166, to consider and vote upon the proposals to be put to the general meeting, including if necessary, the adjournment proposal.
Date, Time and Place of General Meeting of GTY’s Public Warrant Holders
The warrant holder meeting will be held at [    ] a.m., Eastern Time, on [           ], 2019, at the offices of Winston & Strawn LLP at 200 Park Avenue, New York, New York 10166, to consider and vote upon the proposals to be put to the warrant holder meeting, including if necessary, the warrant holder adjournment proposal.
Voting Power; Record Date
Shareholders will be entitled to vote or direct votes to be cast at the general meeting if they owned ordinary shares at the close of business on [           ], 2019, which is the record date for the general meeting. Shareholders will have one vote for each ordinary share owned at the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. Our warrants do not have voting rights at the general meeting. On the record date, there were 34,988,462 ordinary shares outstanding, of which 21,188,462 were public shares (being 55,200,000 public shares issued in our initial public offering as reduced by the redemption of 34,011,538 public shares in connection with the Extension Meeting), with the rest being held by our initial shareholders.
Public warrant holders will be entitled to vote or direct votes to be cast at the warrant holder meeting if they owned public warrants at the close of business on [           ], 2019, which is the record date for the warrant holder meeting. Public warrant holders will have one vote for each public warrant owned at the close of business on the record date. If your public warrants are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the public warrants you beneficially own are properly counted. On the record date, there were 18,400,000 public warrants outstanding.
Quorum and Vote of GTY Shareholders
A quorum of GTY shareholders is necessary to hold a valid meeting. A quorum will be present at the GTY general meeting if one or more shareholders holding at least a majority of the paid up voting share capital entitled to vote are present in person or by proxy. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the general meeting.
As of the record date for the general meeting, 34,500,001 ordinary shares would be required to achieve a quorum.
In connection with our initial public offering, our initial shareholders (consisting of our Sponsor and our directors and officers) entered into a letter agreement to vote their founder shares, as well as any public shares purchased during or after our initial public offering, in favor of the GTY merger proposal and the business combination proposal and we also expect them to vote their shares in favor of all other proposals being presented at the general meeting. As of the date hereof, our Sponsor and our independent directors own 39.44% of our total outstanding common shares.
The proposals presented at the general meeting require the following votes:

GTY merger proposal: The approval of the GTY merger proposal requires a special resolution under the Cayman Islands Companies Law and the Existing Organizational Documents, being the affirmative vote by the holders of at least two-thirds of the ordinary shares who, being present and entitled to vote at the general meeting to approve the GTY merger proposal, vote at the general meeting.
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Business combination proposal: The approval of the business combination proposal requires an ordinary resolution under the Existing Organizational Documents being the affirmative vote for the proposal by the holders of a majority of the ordinary shares who, being present and entitled to vote at the general meeting to approve the business combination proposal, vote at the general meeting.

Organizational documents proposals: The separate approval of each of the organizational documents proposals by special resolution requires a special resolution under the Cayman Islands Companies Law and the Existing Organizational Documents, being the affirmative vote for each of the organizational documents proposals by the holders of at least two-thirds of the ordinary shares who, being present and entitled to vote at the general meeting to approve each such organizational documents proposal, vote at the general meeting.

Stock issuance proposal: The approval of the stock issuance proposal requires an ordinary resolution under the Existing Organizational Documents being the affirmative vote for the proposal by the holders of a majority of the ordinary shares who, being present and entitled to vote at the general meeting to approve the stock issuance proposal, vote at the general meeting.

Incentive plan proposal: The approval of the incentive plan proposal requires an ordinary resolution under the Existing Organizational Documents being the affirmative vote for the proposal by the holders of a majority of the ordinary shares who, being present and entitled to vote at the general meeting to approve the incentive plan proposal, vote at the general meeting.

Adjournment proposal: The approval of the adjournment proposal requires an ordinary resolution under the Existing Organizational Documents being the affirmative vote for the proposal by the holders of a majority of the ordinary shares who, being present and entitled to vote at the general meeting to approve the adjournment proposal, vote at the general meeting.
Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the general meeting.
Quorum and Vote of GTY Public Warrant Holders
A quorum of GTY public warrant holders is necessary to hold a valid meeting. A quorum will be present at the warrant holder meeting if one or more public warrant holders holding at least a majority of the paid up voting public warrant capital entitled to vote are present in person or by proxy. As of the record date for the warrant holder meeting, 9,200,001 public warrants would be required to achieve a quorum.
The following votes are required for each proposal at the warrant holder meeting:

Warrant amendment proposal: The approval of the warrant amendment proposal requires the affirmative vote for the proposal by the holders of a majority of the public warrants who, being present and entitled to vote at the warrant holder meeting to approve the warrant amendment proposal, vote at the warrant holder meeting.

Warrant holder adjournment proposal: The approval of the warrant holder adjournment proposal requires the affirmative vote for the proposal by the holders of a majority of the public warrants who, being present and entitled to vote at the warrant holder meeting to approve the warrant holder adjournment proposal, vote at the warrant holder meeting.
Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the warrant holder meeting.
Redemption Rights
Pursuant to GTY’s Existing Organizational Documents, a public shareholder may request that GTY redeem all or a portion of their public shares (which would become shares of New GTY common stock) for cash if the business combination is consummated. You will be entitled to receive cash for any public shares to be redeemed only if you:
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(i)
(a) hold public shares or (b) hold public shares through units and you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and
(ii)
prior to [    ] a.m., Eastern Time, on [           ], 2019, (a) submit a written request to the transfer agent that New GTY redeem your public shares for cash and (b) deliver your public shares to the transfer agent, physically or electronically through DTC.
As noted above, holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. No fractional public warrants will be issued upon separation of the units. Holders may instruct their broker to do so, or if a holder holds units registered in its own name, the holder must contact the transfer agent directly and instruct it to do so. Public shareholder may elect to redeem all or a portion of their public shares even if they vote for the GTY merger proposal or the business combination proposal. If the business combination is not consummated, the public shares will not be redeemed for cash. If a public shareholder properly exercises its right to redeem its public shares and timely delivers its public shares to Continental Stock Transfer & Trust Company, GTY’s transfer agent, GTY will redeem each Class A share into which such public share converted for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the business combination, including interest earned on the trust account (net of taxes payable), divided by the number of then outstanding public shares. If a public shareholder exercises its redemption rights, then it will be exchanging its redeemed ordinary shares for cash and will no longer own such shares. See “Extraordinary General Meeting — Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.
Notwithstanding the foregoing, a holder of public shares, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 20% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the public shares, then any such shares in excess of that 20% limit would not be redeemed for cash.
In order for public shareholders to exercise their redemption rights in respect of the proposed business combination, public shareholders must properly exercise their right to redeem the public shares that you will hold upon the consummation of the GTY Merger no later than the close of the vote on the GTY merger proposal or the business combination proposal and deliver their ordinary shares (either physically or electronically) to Continental Stock Transfer & Trust Company, GTY’s transfer agent, prior to [    ] a.m., Eastern Time, on [           ], 2019. Therefore, the exercise of redemption rights occurs prior to the consummation of the GTY Merger. For the purposes of Article 9 of the current second amended and restated memorandum and articles of association of GTY and the Cayman Islands Companies Law, the exercise of redemption rights shall be treated as an election to have such public shares repurchased for cash and references in this proxy statement/prospectus shall be interpreted accordingly. Immediately following the consummation of the business combination, New GTY shall satisfy the exercise of redemption rights by redeeming the public shares issued to the public shareholders that validly exercised their redemption rights.
Holders of our warrants will not have redemption rights with respect to the warrants.
Appraisal Rights
Neither GTY shareholders nor GTY warrant holders have appraisal rights in connection with the business combination.
Under the Cayman Islands Companies Law, GTY shareholders are entitled to give notice to GTY prior to the general meeting that they wish to dissent to the GTY Merger. The effect of such a notice would be that such dissenting shareholder would be entitled to payment of the fair market value of its shares if such shareholder follows the procedures set out in the Cayman Islands Companies Law relating thereto. It is GTY’s view, however, that such fair market value would be equal to the amount which a shareholder would obtain if it exercised its redemption right as described herein.
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Proxy Solicitation
Proxies may be solicited by mail, telephone or in person. GTY has engaged Morrow Sodali LLC to assist in the solicitation of proxies.
If a shareholder or warrant holder grants a proxy, it may still vote its shares or public warrants in person if it revokes its proxy before the general meeting or warrant holder meeting. A shareholder or warrant holder also may change its vote by submitting a later-dated proxy as described in the section entitled “Extraordinary General Meeting — Revoking Your Proxy.”
Interests of GTY’s Directors and Officers in the Business Combination
When you consider the recommendation of GTY’s board of directors in favor of approval of the GTY merger proposal and the business combination proposal, you should keep in mind that GTY’s initial shareholders, including its directors and executive officers, have interests in such proposal that are different from, or in addition to those of GTY shareholders and warrant holders generally. These interests include, among other things, the interests listed below:

If we do not consummate a business combination transaction by May 1, 2019, we will cease all operations except for the purpose of winding up, redeem all of the outstanding public shares for cash and, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under the Cayman Islands Companies Law to provide for claims of creditors and the requirements of other applicable law. In such event, the 13,800,000 founder shares owned by our initial shareholders would be worthless because following the redemption of the public shares, we would likely have few, if any, net assets and because our initial shareholders have agreed to waive their rights to liquidating distributions from the trust account with respect to the founder shares if we fail to complete a business combination within the required period. Our initial shareholders purchased the founder shares prior to our initial public offering for an aggregate purchase price of  $25,000. Upon the Closing, such founder shares will convert into 13,800,000 shares of New GTY common stock, and such securities, if unrestricted and freely tradable would be valued at approximately $139,380,000, based on the closing price of $10.10 per share of our Class A ordinary shares on Nasdaq on January 7, 2019.

Simultaneously with the closing of our initial public offering, GTY consummated the sale of 8,693,334 private placement warrants at a price of  $1.50 per warrant in a private placement to our Sponsor. The private placement warrants are each exercisable commencing 30 days following the closing of the business combination for one Class A ordinary share at $11.50 per share. If we do not consummate a business combination transaction by May 1, 2019, then the proceeds from the sale of the private placement warrants will be part of the liquidating distribution to the public shareholders and the warrants held by our Sponsor will be worthless. The warrants held by our Sponsor had an aggregate market value of $8,171,733.96 based upon the closing price of $0.94 per warrant on Nasdaq on January 7, 2019.

Our Sponsor, officers and directors will lose their entire investment in us if we do not complete a business combination by May 1, 2019. Each of William D. Green, Joseph M. Tucci, Harry L. You and Stephen Rohleder is among the members of our Sponsor and has a substantial financial interest in the securities held by our Sponsor and therefore the completion of the business combination.

All of our directors will continue to be directors of New GTY after the consummation of the business combination. As such, in the future they will receive any cash fees, stock options or stock awards that the New GTY board of directors determines to pay to its directors.

Our initial shareholders have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if GTY fails to complete an initial business combination by May 1, 2019.

In order to protect the amounts held in the trust account, our Sponsor has agreed that it will be
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liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have entered into a Transaction Documents, reduce the amount of funds in the trust account. This liability will not apply with respect to any claims by a third-party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the trust account or to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act.

Following the consummation of the business combination, our Sponsor would be entitled to the repayment of any working capital loan and advances that have been made to GTY and remain outstanding. As of the date of this proxy statement/prospectus, we have no working capital loans outstanding. If we do not complete an initial business combination within the required period, we may use a portion of our working capital held outside the trust account to repay any working capital loans then outstanding, but no proceeds held in the trust account would be used to repay the working capital loans.

Following the consummation of the business combination, we will continue to indemnify our existing directors and officers and will maintain our directors’ and officers’ liability insurance.

Following consummation of the business combination, our Sponsor, our officers and directors and their respective affiliates would be entitled to reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and consummating an initial business combination, and repayment of any other loans, if any, and on such terms as to be determined by GTY from time to time, made by our Sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. However, if we fail to consummate a business combination within the required period, our Sponsor and our officers and directors and their respective affiliates will not have any claim against the trust account for reimbursement

Stephen Rohleder, a director of GTY, invested $2,000,232.98 in Series C preferred stock issued by CityBase, in exchange for an approximate 2.2% interest in CityBase. Upon the CityBase Closing, Mr. Rohleder will be entitled to receive approximately $2.2 million in cash and will be entitled to receive a pro rata share of the up to $60 million in shares of New GTY common stock that may be issued pursuant to the earn-out provisions in the CityBase Agreement.

Charles Wert a director of GTY, invested $750,056.98 in Series C preferred stock issued by CityBase, in exchange for an approximate 0.8% interest in CityBase. Upon the CityBase Closing, Mr. Wert will be entitled to receive approximately $825,000 in cash and will be entitled to receive a pro rata share of the up to $60 million in shares of New GTY common stock that may be issued pursuant to the earn-out provisions in the CityBase Agreement.
At any time prior to the general meeting, during a period when they are not then aware of any material nonpublic information regarding GTY or its securities, the GTY initial shareholders, the Targets and/or their affiliates may purchase shares and/or warrants from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire GTY’s ordinary shares or vote their shares in favor of the GTY merger proposal and the business combination proposal or vote their warrants in favor of the warrant amendment proposal. The purpose of such share purchases and other transactions would be to increase the likelihood that (i) the proposals presented to shareholders for approval at the general meeting and presented to warrant holders at the warrant holder meeting are approved and/or (ii) we meet the condition that we have at least $270 million of cash available upon the closing of the business combination. Any such share or warrant purchases and other transactions may thereby increase the likelihood of obtaining shareholder approval of the business combination or warrant holder approval of the warrant amendment proposal. This may result in the completion of our business combination or warrant holder approval of the warrant amendment proposal that may not otherwise have been possible. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/​prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or rights owned by the GTY initial shareholders for nominal value.
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Entering into any such arrangements may have a depressive effect on GTY’s ordinary shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he owns, either prior to or immediately after the general meeting. Moreover, any such purchases may make it less likely that holders of no more than 109,848 million public shares elect to redeem their public shares in connection with the business combination.
If such transactions are effected, the consequence could be to cause the business combination to be approved or the warrant amendment proposal to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares or warrants by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the general meeting or warrant holder meeting and would likely increase the chances that such proposals would be approved. As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. GTY will file a Current Report on Form 8-K to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be put to the general meeting or the redemption threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.
The existence of financial and personal interests of the GTY directors may result in a conflict of interest on the part of one or more of them between what he may believe is best for GTY and what he may believe is best for him in determining whether or not to grant a waiver in a specific situation. See the sections entitled “Risk Factors” and “The Business Combination Proposal — Interests of GTY’s Directors and Offıcers in the Business Combination” for a further discussion of this and other risks.
Recommendation to Shareholders and Public Warrant Holders
GTY’s board of directors believes that the business combination proposal and the other proposals to be presented at the general meeting and warrant holder meeting are in the best interest of GTY’s shareholders and public warrant holders and recommends that its shareholders vote “FOR” the GTY merger proposal, “FOR” the business combination proposal, “FOR” each of the separate organizational documents proposals, “FOR” the stock issuance proposal, “FOR” the incentive plan proposal and “FOR” the adjournment proposal, in each case, if presented to the general meeting and that its public warrant holders vote “FOR” the warrant amendment proposal and “FOR” the warrant holder adjournment proposal, in each case, if presented at the warrant holder meeting.
In connection with such approval of the business combination proposal and the recommendation that GTY’s shareholders approve the business combination proposal, Stephen Rohleder and Charles Wert, members of GTY’s board of directors, recused themselves from all discussions, deliberations and proceedings relating to the CityBase Transaction, its approval and the recommendation that GTY’s shareholders approve the business combination with respect to the CityBase Transaction due to Mr. Rohleder’s and Mr. Wert’s respective interests in the CityBase Transaction as investors in CityBase’s Series C preferred stock.
In addition to the foregoing, the existence of financial and personal interests of GTY’s directors may result in a conflict of interest on the part of one or more of the directors between what he or they may believe is in the best interests of GTY and its shareholders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. See the section entitled “The Business Combination Proposal — Interests of GTY’s Directors and Offıcers in the Business Combination” for a further discussion.
Conditions to the Closing of the Business Combination
Unless waived by the parties to the Transaction Documents, and subject to applicable law, the consummation of the business combination is conditioned upon, among other things, (i) approval by GTY’s shareholders of the condition precedent proposals and (ii) the availability of at least $270 million of cash to GTY, after giving effect to the redemptions of public shares, which may be met by aggregating amounts held in the trust account and from any Alternative Financing Sources. Unless waived, if any of
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these conditions are not satisfied, the business combination may not be consummated. Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. See “The Business Combination Proposal — The Transaction Documents.”
Sources and Uses of Funds for the Business Combination
The following table summarizes the sources and uses for funding the business combination. Where actual amounts are not known or knowable, the figures below represent GTY’s good faith estimate of such amounts assuming a closing as of the indicated date.
(U.S. dollars in thousands)
Sources
Uses
Trust Account(1)
$ 216.8
Cash Consideration to Targets
$ 229.9
Subscription Agreements
$ 66.6
CityBase Earn-out Payment
$ 5.3
Warrant Exchange(2)
$ 4.3
Fees and Expenses
$ 12.3
Cash to Balance Sheet
$ 31.6
Total sources
$ 283.4
Total uses
$ 283.4
(1)
Assumes none of the Class A ordinary shares are redeemed in connection with the business combination.
(2)
Assumes that the warrant amendment proposal is approved and that GTY has $280 million of Available Cash.
U.S. Federal Income Tax Considerations
For a discussion summarizing the U.S. federal income tax considerations of the GTY Merger, an exercise of redemption rights and the business combination, please see “U.S. Federal Income Tax Considerations.”
Anticipated Accounting Treatment
The Business Combination
The transaction will be accounted for as a business combination in which GTY will legally and from an accounting perspective acquire the Targets. As a result, the assets acquired and liabilities assumed of the Targets by GTY will be recorded at fair value in accordance with ASC 805, Business Combinations, at the date of the transaction.
Comparison of Corporate Governance and Shareholder Rights
In connection with the GTY Merger, all of the issued and outstanding ordinary shares of GTY will be exchanged for an equal number of shares of New GTY common stock and all of the outstanding warrants to purchase ordinary shares of GTY will become exercisable to purchase an equal number of shares of New GTY common stock (assuming the warrant amendment proposal is not adopted). As a result, the current security holders of GTY will become security holders of New GTY, a Massachusetts corporation. There are differences between Cayman Islands corporate law, which currently governs GTY, and Massachusetts corporate law, which will govern New GTY following the GTY Merger. Additionally, there are differences between the Proposed Charter of New GTY and the Existing Organizational Documents of GTY.
For a summary of the material differences among the rights of holders of New GTY common stock and holders of GTY ordinary shares, see “Comparison of Corporate Governance and Shareholder Rights.”
Regulatory Matters
The business combination is not subject to any additional federal or state regulatory requirements or approvals, except for filings with the Cayman Islands, the Commonwealth of Massachusetts, the State of Delaware and Canada necessary to effectuate the transactions contemplated by the Transaction Documents and the Bonfire Transaction is subject to the approval of the Ontario Superior Court of Justice.
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Litigation Related to the Business Combination
On November 19, 2018, GTY, New GTY, Stephen J. Rohleder and Harry L. You commenced a lawsuit against OpenGov, Inc. (“OpenGov”) in the United States District Court for the Southern District of New York captioned GTY Technology Holdings Inc. et al. v. OpenGov, Inc., No. 18-cv-10854 (the “New York Action”). The New York Action asserts declaratory judgment claims seeking declarations that a certain confidentiality agreement between GTY Technology Holdings Inc. and OpenGov (the “Confidentiality Agreement”) has not been breached, that certain information is not confidential, proprietary and/or trade secret information of OpenGov, and that there is no enforceable agreement between GTY and OpenGov related to an acquisition of OpenGov by GTY.
On November 20, 2018, OpenGov commenced a lawsuit against GTY, New GTY, GTY Merger Sub, the Sponsor, LLC, Harry L. You, Stephen J. Rohleder and Does 1-50 in the Superior Court of the State of California in and for the County of San Mateo captioned OpenGov, Inc. v. GTY Technology Holdings Inc. et al., No. 18-cv-06264 (the “California Action”). The California Action asserts claims for breach of contract, inducing breach of contract, fraud, and trade secret misappropriation and seeks relief including monetary damages, a constructive trust, disgorgement, exemplary and punitive damages, attorneys’ fees, costs and expenses, preliminary and permanent injunctive relief, and pre- and post-judgment interest.
For more information, see “Litigation Related to the Business Combination.
Risk Factors
In evaluating the proposals to be presented at the general meeting, a shareholder should carefully read this proxy statement/prospectus and especially consider the factors discussed in the section entitled “Risk Factors.”
Sources of Industry and Market Data
Where information has been sourced from a third party, the source of such information has been identified.
Unless otherwise indicated, the information contained in this document on the market environment, market developments, growth rates, market trends and competition in the markets in which GTY and the Targets operate is taken from publicly available sources, including third-party sources, or reflects GTY’s, or the Targets’ estimates that are principally based on information from publicly available sources.
Emerging Growth Company
GTY is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (“SOX”), reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. GTY intends to take advantage of the benefits of this extended transition period. This may make comparison of GTY’s financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used.
GTY will remain an emerging growth company until the earlier of  (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of its initial public offering, (b) in which it has total annual gross revenue of at least $1.07 billion (as adjusted for inflation pursuant to SEC rules from time to
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time), or (c) in which it is deemed to be a large accelerated filer, which means the market value of its Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which it has issued more than $1.00 billion in non-convertible debt during the prior three-year period.
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COMPARATIVE PER SHARE DATA
The following table sets forth selected historical equity ownership information for GTY and the Targets and unaudited pro forma consolidated combined per share ownership information of GTY and the Targets after giving effect to the business combination, assuming two redemption scenarios as follows:

Assuming No Redemptions: This presentation assumes that no GTY shareholders exercise redemption rights with respect to their public shares for a pro rata portion of the trust account.

Assuming Maximum Redemption: This presentation assumes that the GTY public shareholders holding a net number of 109,848 of GTY’s shares exercise their redemption rights and that such shares are redeemed for $10 per share.
The book value per share reflects the business combination as if it had occurred on September 30, 2018. The net income (loss) per share information reflects the business combination as if it had occurred at the beginning of the period.
The historical information should be read in conjunction with the historical consolidated and combined financial statements of GTY and each of the Targets and the related notes thereto included in this proxy statement/prospectus. The unaudited pro forma consolidated combined per share data are presented for illustrative purposes only and are not necessarily indicative of actual or future financial position or results of operations that would have been realized if the business combination had been completed as of the date indicated or will be realized upon the completion of the business combination. The following table should be read together with GTY’s, Bonfire’s, CityBase’s, eCivis’s, Open Counter’s, Questica’s and Sherpa’s historical financial statements, which historical information is included herein.
GTY
(Historical)
Bonfire
(Historical)
CityBase
(Historical)
eCivis
(Historical)
Open Counter
(Historical)
Questica
(Historical)
Sherpa
(Historical)(1)
Pro Forma
Based on
Redemptions in
Connection With
the Extension
Amendment
Proposal
Pro Forma
(Assuming
Maximum
Redemptions in
Connection With
the Business
Combination)
As of and for the nine months ended September 30, 2018
Shares or units outstanding
69,000,000 9,904,615 82,202 48,644,348 65,483,100 108,108 (n/a) 55,150,372 55,040,524
Earnings (loss) per share:
Basic
$ 0.21 $ (0.33) $ (133.53) $ (0.02) $ (0.01) $ 15.08 $ (0.31) $ (0.31)
Diluted
$ 0.05 $ (0.33) $ (133.53) $ (0.02) $ (0.01) $ 15.08 $ (0.31) $ (0.31)
Cash dividend declared,
per share
$ $ $ $ $ $ $ $
(1)
Shares outstanding and earnings per share is not presented as Sherpa is a limited liability company
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TICKER SYMBOL AND DIVIDEND INFORMATION
GTY
Ticker Symbol of Units, Ordinary Shares and Warrants
GTY’s units, ordinary shares and warrants are currently listed on The Nasdaq Capital Market under the symbols “GTYHU,” “GTYH” and “GTYHW,” respectively.
Holders
As of January 8, 2019, there was one holder of record of our units, one holder of record of our Class A ordinary shares, five holders of record of our Class B ordinary shares and two holders of record of our warrants. The number of holders of record does not include a substantially greater number of  “street name” holders or beneficial holders whose units, Class A ordinary shares and warrants are held of record by banks, brokers and other financial institutions.
Dividend Policy
GTY has not paid any cash dividends on its ordinary shares to date and does not intend to pay any cash dividends prior to the completion of the business combination. The payment of cash dividends in the future will be dependent upon New GTY’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of the business combination. The payment of any cash dividends subsequent to a business combination will be within the discretion of New GTY’s board of directors at such time.
The Targets
Market Price of Common Stock
Historical market price information for the Targets is not provided because there is no public market for the Targets’ shares of common stock. See “the Targets Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources.”
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RISK FACTORS
Shareholders and public warrant holders should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, before they decide whether to vote or instruct their vote to be cast to approve the proposals described in this proxy statement/prospectus. These risks could have a material adverse effect on the business, results of operations or financial condition of New GTY and could adversely affect the trading price of its common stock.
Risks Relating to Targets’ Businesses and Industries
Software- & Technology-Related/Internet-Focused Risk Factors
Cyber-attacks and security vulnerabilities can disrupt the Targets’ businesses and harm their competitive positions.
Threats to IT security can take a variety of forms. Individuals and groups of hackers, and sophisticated organizations including state-sponsored organizations, may take steps that pose threats to the Targets’ clients IT. They may develop and deploy malicious software to attack the Targets’ products and services and gain access to the Targets’ networks and data centers, or act in a coordinated manner to launch distributed denial of service or other coordinated attacks. Cyber threats are constantly evolving, thereby increasing the difficulty of detecting and successfully defending against them. Cyber threats can have cascading impacts that unfold with increasing speed across the Targets’ internal networks and systems and those of their partners and clients. Breaches of a Target’s network or data security could disrupt the security of its internal systems and business applications, impair its ability to provide services to its clients and protect the privacy of its data, result in product development delays, compromise confidential or technical business information harming its competitive position, result in theft or misuse of its intellectual property or other assets, require it to allocate more resources to improve technologies, or otherwise adversely affect its business. The Targets’ business policies and internal security controls may not keep pace with these evolving threats.
Disclosure of personally identifiable information and/or other sensitive client data could result in liability and harm the Targets’ reputations.
The Targets store and process increasingly large amounts of personally identifiable and other confidential information of their clients. The continued occurrence of high-profile data breaches provides evidence of an external environment increasingly hostile to information security. Despite the Targets’ efforts to improve security controls, it is possible their security controls over personal data, their training of employees on data security, and other practices they follow may not prevent the improper disclosure of client data that they store and manage. Disclosure of personally identifiable information and/or other sensitive client data could result in liability and harm their reputation.
Data privacy is an evolving area of the law and the Targets’ businesses may become subject to new and expanding regulations. Application of these new and changing laws to the Targets’ businesses may increase risks and compliance costs.
Hosting services for some of the Targets’ products and services are dependent upon the uninterrupted operation of data centers.
A material portion of the Targets’ businesses is provided through software hosting services. These hosting services depend on the uninterrupted operation of data centers and the ability to protect computer equipment and information stored in these data centers against damage that may be caused by natural disaster, fire, power loss, telecommunications or Internet failure, acts of terrorism, unauthorized intrusion, computer viruses, and other similar damaging events. If any of a Target’s data centers were to become inoperable for an extended period, it might be unable to fulfill its contractual commitments. Although the Targets’ take what they believe to be reasonable precautions against such occurrences, we can give no assurance that damaging events such as these will not result in a prolonged interruption of a Target’s services, which could result in client dissatisfaction, loss of revenue, and damage to its business.
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The Targets run the risk of errors or defects with new products or enhancements to existing products.
The Targets’ software products and services are complex and may contain errors or defects, especially when first introduced or when new versions or enhancements are released. We cannot assure you that material defects and errors will not be found in the future. Any such defects could result in a loss of revenues, negative publicity or delay market acceptance. The Targets’ license and subscription agreements typically contain provisions designed to limit their exposure to potential liability. However, it is possible they may not always successfully negotiate such provisions in their client contracts or the limitation of liability provisions may not be effective due to existing or future federal, state, or local laws, ordinances, or judicial decisions. We cannot assure you that a successful claim could not be made or would not have a material adverse effect on our future operating results.
The Targets must timely respond to technological changes to be competitive.
The market for the Targets’ products is characterized by technological change, evolving industry standards in software technology, changes in client requirements, and frequent new product and service introductions and enhancements. The introduction of products and services embodying new technologies and the emergence of new industry standards can render existing products obsolete and unmarketable. As a result, our future success will depend, in part, upon the Targets’ ability to enhance existing products and develop and introduce new products and services that keep pace with technological developments, satisfy increasingly sophisticated client requirements, and achieve market acceptance. We cannot assure you that the Targets will successfully identify new product and service opportunities and develop and bring new products and services to market in a timely and cost-effective manner. The products, capabilities, or technologies developed by others could also render the Targets’ products or technologies obsolete or noncompetitive. The Targets’ businesses may be adversely affected if they are unable to develop or acquire new software products or services or develop enhancements to existing products on a timely and cost-effective basis, or if such new products or services or enhancements do not achieve market acceptance.
The Targets may be unable to protect their proprietary rights.
Many of the Targets’ product and service offerings incorporate proprietary information, trade secrets, know-how, and other intellectual property rights. They rely on a combination of contracts, copyrights, and trade secret laws to establish and protect their proprietary rights in their technology. We cannot be certain that they have taken all appropriate steps to deter misappropriation of their intellectual property. There has also been significant litigation recently involving intellectual property rights. One or more of the Targets may be a party to such litigation in the future to protect their proprietary information, trade secrets, know-how, and other intellectual property rights. We cannot assure you that third-parties will not assert infringement or misappropriation claims against one or more of the products or services with respect to current or future products or services. Any claims or litigation, with or without merit, could be time-consuming, costly, and a diversion to management. Any such claims and litigation could also cause product delivery delays, service interruptions or require a Target to enter into royalty or licensing arrangements. Such royalty or licensing arrangements, if required, may not be available on terms acceptable to a Target, if at all. Therefore, litigation to defend and enforce the Targets’ intellectual property rights could have a material adverse effect on our business, regardless of the final outcome of such litigation.
Clients may elect to terminate the Targets’ maintenance contracts and manage operations internally.
It is possible that the Targets’ clients may elect to not renew maintenance contracts for their software, trying instead to maintain and operate the software themselves using their perpetual license rights (excluding software applications provided on a hosted or cloud basis). This could adversely affect our revenues and profits. Additionally, they may inadvertently allow the Targets’ intellectual property or other information to fall into the hands of third-parties, including our competitors, which could adversely affect our business.
Material portions of our business require the Internet infrastructure to be further developed or adequately maintained.
Part of our future success depends on the use of the Internet as a means to access public information and perform transactions electronically. This in part requires the further development and maintenance of
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the Internet infrastructure. Among other things, this further development and maintenance will require a reliable network backbone with the necessary speed, data capacity, security, and timely development of complementary products for providing reliable Internet access and services. If this infrastructure fails to be further developed or be adequately maintained, our business would be harmed because users may not be able to access our government portals.
Security breaches or unauthorized access to payment information, including credit/debit card data, and/or personal information that the Targets or their service providers store, process, use or transmit for our business may harm their reputations, cause service disruptions and adversely affect our business and results of operations.
A significant challenge to electronic commerce is the secure transmission of payment information and/or personal information over information technology networks and systems which process, transmit and store electronic information, and manage or support a variety of business processes. The collection, maintenance, use, disclosure, and disposal of payment information and personal information by the Targets’ businesses are regulated at state and federal levels, and cybersecurity legislation, executive orders and reporting requirements continue to evolve and become more complex. Because the Targets either directly or indirectly through service providers (i) provide the electronic transmission of sensitive and personal information released from and filed with various government entities and (ii) perform online payment and electronic check processing services, the Targets face the risk of a security breach, whether through system attacks, hacking events, acts of vandalism or theft, malware, viruses, human errors, catastrophes or other unforeseen events that could lead to significant disruptions or compromises of information technology networks and systems or the unauthorized release or use of payment information or personal information. Additionally, vulnerabilities in the security of the Targets’ own internal systems or those of their service providers could compromise the confidentiality of, or result in unauthorized access to, personal information of the Targets’ employees.
The Targets rely on encryption and authentication technology purchased or licensed from third parties to provide the security and authentication tools to effectively secure transmission of confidential information, including user credit/debit card information and banking data. Advances in computer capabilities, new discoveries in the field of cryptography, threats that evolve ahead of tools designed to counter them, or other developments may result in the breach or compromise of technology used by them to protect transaction data. Data breaches can also occur as a result of non-technical issues, such as so-called “social engineering.”
Despite the various security measures the Targets have in place to protect payment and personal information from unauthorized disclosure and to comply with applicable laws and regulations, their information technology networks and systems and those of our third-party vendors and service providers cannot be made completely secure against security incidents. Even the most well protected information, networks, systems, and facilities remain vulnerable to security breaches or disruptions, because (i) the techniques used in such attempts are constantly evolving and generally are not recognized until launched against a target, and in some cases are designed not to be detected and, in fact, may not be detected for an extended period and (ii) the security methodologies, protocols, systems and procedures used for protection are implemented by humans at each level, and human errors may occur. Accordingly, the Targets may be unable to anticipate these techniques or to implement adequate security barriers or other preventative measures, or if such measures are implemented, and even if appropriate training is conducted in support of such measures, human errors may still occur. It is impossible for us to entirely mitigate this risk. A party, whether internal or external, who is able to circumvent the Targets’ security measures, or those of the Targets’ service providers, could misappropriate information, including, but not limited to payment information and personal information, or cause interruptions or direct damage to the Targets’ partners or their users.
Under payment card rules and the Targets’ contracts with their credit card processors, if there is a breach of payment card information that the Targets store, process, or transmit, they could be subject to fines. They could also be liable to partners for costs of investigation, notification, remediation and credit monitoring and for any damages to users under applicable laws or their partner contracts.
In addition, any noncompliance with privacy laws or a security breach involving the misappropriation, loss or other unauthorized access, use or disclosure of payment information or personal information, or
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other significant disruption involving the Targets’ our information technology networks and systems, or those of their service providers (whether or not caused by a breach of their contractual obligations or their negligence), may lead to negative publicity, impair their ability to conduct their business, subject them to private litigation and government investigations and enforcement actions and cause them to incur potentially significant liability, damages or remediation costs. It may also cause the governments with whom they contract to lose confidence in them, any of which may cause the termination or modification of their government contracts and impair their ability to win future contracts. Actual or anticipated attacks and risks affecting the Targets’, the Targets’ service providers’ or the Targets’ government partners’ environment may cause them to incur increasing costs, including costs to deploy additional personnel and protection technologies, to train employees, and to engage third-party security experts and consultants. The Targets’ insurance coverage may be insufficient to cover or protect against the costs, liabilities, and other adverse effects arising from a security breach or system disruption. If the Targets fail to reasonably maintain the security of confidential information, they and we may also suffer significant reputational and financial losses and our results of operations, cash flows, financial condition, and liquidity may be adversely affected.
The Targets may be unable to integrate new technologies and industry standards effectively, which may adversely affect our business and results of operations.
Our future success will depend on the Targets’ ability to enhance and improve the responsiveness, functionality, and features of their services in accordance with industry standards and to address the increasingly sophisticated technological needs of their customers on a cost-effective and timely basis. Our ability to remain competitive will depend, in part, on the ability of the Targets to:

Enhance and improve the responsiveness, functionality, and other features of the government services they offer;

Continue to develop their technical expertise;

Develop and introduce new services, applications, and technology to meet changing customer needs and preferences; and

Influence and respond to emerging industry standards and other technological changes in a timely and cost-effective manner.
We cannot ensure that the Targets will be successful in responding to the above technological and industry challenges in a timely and cost-effective manner. If the Targets are unable to integrate new technologies and industry standards effectively, our business could be harmed.
Public Sector-Related Risk Factors
Selling products and services into the public sector poses unique challenges.
The Targets derive substantially all of their revenues from sales of software and services to state, county, and city governments, other municipal agencies, and other public entities. We expect that sales to public sector clients will continue to account for substantially all of the Targets’ revenues in the future. The Targets face many risks and challenges associated with contracting with governmental entities, including

Resource limitations caused by budgetary constraints, which may provide for a termination of executed contracts due to a lack of future funding;

Long and complex sales cycles;

Contract payments at times being subject to achieving implementation milestones, and the Targets may have differences with clients as to whether milestones have been achieved;

Political resistance to the concept of contracting with third-parties to provide IT solutions;

Legislative changes affecting a local government’s authority to contract with third-parties;

Varying bid procedures and internal processes for bid acceptance; and

Various other political factors, including changes in governmental administrations and personnel.
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Each of these risks is outside the Targets’ control. If the Targets fail to adequately adapt to these risks and uncertainties, our financial performance could be adversely affected.
A prolonged economic slowdown could harm our operations.
A prolonged economic slowdown or recession could reduce demand for the Targets’ software products and services. Local and state governments may face financial pressures that could in turn affect our growth rate and profitability in the future. There is no assurance that local and state spending levels will be unaffected by declining or stagnant general economic conditions, and if budget shortfalls occur, they may negatively impact local and state IT spending and could adversely affect the Targets’ business.
The open bidding process creates uncertainty in predicting future contract awards.
Many governmental agencies purchase products and services through an open bidding process. Generally, a governmental entity will publish an established list of requirements requesting potential vendors to propose solutions for the established requirements. To respond successfully to these requests for proposals, the Targets must accurately estimate their cost structure for servicing a proposed contract, the time required to establish operations for the proposed client, and the likely terms of any other third-party proposals submitted. We cannot guarantee that the Targets will win any bids in the future through the request for proposal process, or that any winning bids will ultimately result in contracts on favorable terms. The Targets’ failure to secure contracts through the open bidding process, or to secure such contracts on favorable terms, may adversely affect our revenue and gross margins.
We will face significant competition from other vendors and potential new entrants into our markets.
We will face competition from a variety of software vendors that offer products and services similar to those offered by us through the Targets, as well as from companies offering to develop custom software. We expect to compete based on a number of factors, including

The breadth, depth, and quality of our product and service offerings;

The ability to modify our offerings to accommodate particular clients’ needs;

Technological innovation; and

Name recognition, reputation and references.
We believe the market is highly fragmented with a large number of competitors that vary in size, product platform, and product scope. Our competitors will include consulting firms, publicly held companies that focus on selected segments of the public sector market, and a significant number of smaller, privately held companies. Certain competitors have greater technical, marketing, and financial resources than we do. We cannot assure you that such competitors will not develop products or offer services that are superior to our products or services or that achieve greater market acceptance.
We will also compete with internal, centralized IT departments of governmental entities, which requires us to persuade the end-user to stop the internal service and outsource to us. In addition, our clients and prospective clients could elect to provide information management services internally through new or existing departments, which could reduce the market for our services.
We could face additional competition as other established and emerging companies enter the public sector software application market and new products and technologies are introduced. Increased competition could result in pricing pressure, fewer client orders, reduced gross margins, and loss of market share. Current and potential competitors may make strategic acquisitions or establish cooperative relationships among themselves or with third-parties, thereby increasing the ability of their products to address the needs of our prospective clients. It is possible that new competitors or alliances may emerge and rapidly gain significant market share. We cannot assure you that we will be able to compete successfully against current and future competitors, and the failure to do so would have a material adverse effect upon our business.
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If we are unable to meet the unique challenges involved in contracting with governments and government agencies, our business may be harmed.
The Targets’ revenues are generated principally from contracts with state governments and government agencies within a state, and to a lesser extent with federal government agencies, to provide digital government services on behalf of those government entities to complete transactions and distribute public information digitally. The Targets face many risks uniquely associated with government contracting, including:

Regulations that govern the fees they collect for many of their services, limiting their control over the level of transaction-based fees they are permitted to retain;

The potential need for governments to draft and adopt specific legislation before they can circulate a request for proposal (“RFP”) to which the Targets can respond or before they can otherwise award a contract or provide a new digital service;

Unexpected changes in legislation that increase a Target’s costs or result in a temporary or permanent suspension of a Target’s services;

The potential need for changes to legislation authorizing government’s contracting with third parties to receive or distribute public information;

Long and complex sales cycles that vary significantly according to each government entity’s policies and procedures;

Political resistance to the concept of government agencies contracting with third parties to receive or distribute public information, which has been offered traditionally only by the government agencies and often without charge;

Changes in government administrations that could impact existing RFPs, rebids, renewals or extensions; and

Government budget deficits and appropriation approval processes and periods, either of which could cause governments to curtail spending on services, including time and materials-based fees for application development or fixed fees for portal management.
Our ability to grow revenues may be limited by the number of governments and government agencies that choose to provide digital government solutions such as those offered by the Targets and by the finite number of governments with which the Targets may contract for their digital government solutions.
The Targets’ revenues are generated principally from contracts with state governments and government agencies within a state to provide digital government solutions on behalf of those government entities to complete transactions and distribute public information digitally. The growth in our revenues largely will depend on government entities adopting solutions such as those offered by the Targets. We cannot ensure that government entities will choose to provide digital government services or continue to provide digital government services at current levels, or that they will provide such services with private assistance or by adopting solutions such as those offered by the Targets. The failure to secure contracts with certain government agencies could result in revenue levels insufficient to support a Target’s operations on a self-sustained, profitable basis.
The Targets generally are subject to independent audits as requested by their government customers. Deficiencies in their performance under a government contract could result in contract termination, reputational damage, or financial penalties.
Each government entity with which the Targets contract for outsourced portal services may have the authority to require an independent audit of their performance and financial management of contracted operations. The scope of audits could include inspections of income statements, balance sheets, fee structures, collections practices, service levels, security practices, and the Targets’ compliance with contract provisions and applicable laws, regulations, and standards. The expansion of one or more Targets operations into new markets and services may further expose them to requirements and potential liabilities under additional statutes and rules that have previously not been relevant to their business. We cannot
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ensure that a future audit will not find any material performance deficiencies that would result in an adjustment to our revenues and result in financial penalties. Moreover, any consequent negative publicity could harm our reputation among other governments with which a Target would like to contract. These factors could harm our business, results of operations, cash flows, and financial condition.
Risk Factors Relating to Public Companies, Generally
Fluctuations in quarterly revenue could adversely impact our operating results and stock price.
Our revenues and operating results are difficult to predict and may fluctuate substantially from quarter to quarter for a variety of reasons, including:

Prospective clients’ contracting decisions are often made in the last few weeks of a quarter;

The size of license transactions can vary significantly;

Clients may unexpectedly postpone or cancel procurement processes due to changes in strategic priorities, project objectives, budget, or personnel;

Client purchasing processes vary significantly and a client’s internal approval, expenditure authorization, and contract negotiation processes can be difficult and time consuming to complete, even after selection of a vendor;

The number, timing, and significance of software product enhancements and new software product announcements by us and our competitors may affect purchase decisions;

We may have to defer revenues under our revenue recognition policies; and

Clients may elect subscription-based arrangements, which result in lower software license revenues in the initial year as compared to traditional, on-premise software license arrangements, but generate higher overall subscription-based revenues over the term of the contract.
In each fiscal quarter, our expense levels, operating costs, and hiring plans are based to some extent on projections of future revenues and are relatively fixed. If our actual revenues fall below expectations, we could experience a reduction in operating results. Also, if actual revenues or earnings for any given quarter fall below expectations, it may lead to a decline in our stock price.
Increases in service revenue as a percentage of total revenues could decrease overall margins.
We realize lower margins on software and appraisal service revenues than on license revenue. The majority of our contracts include both software licenses and software services. Therefore, an increase in the percentage of software service and appraisal service revenue compared to license revenue could have a detrimental impact on our overall gross margins and could adversely affect operating results.
Our stock price may be volatile.
The market price of our common stock may be volatile. Examples of factors that may significantly impact our stock price include:

Actual or anticipated fluctuations in our operating results;

Announcements of technological innovations, new products, or new contracts by us or our competitors;

Developments with respect to patents, copyrights, or other proprietary rights;

Conditions and trends in the software and other technology industries;

Adoption of new accounting standards affecting the software industry;

Changes in financial estimates by securities analysts; and

General market conditions and other factors.
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In addition, the stock market has from time to time experienced significant price and volume fluctuations that have particularly affected the market prices of technology company stocks and may in the future adversely affect the market price of our stock. Sometimes, securities class action litigation is filed following periods of volatility in the market price of a particular company’s securities. We cannot assure you that similar litigation will not occur in the future with respect to us. Such litigation could result in substantial costs and a diversion of management’s attention and resources, which could have a material adverse effect upon our financial performance.
Our financial outlook may not be realized.
From time to time, in press releases and otherwise, we may publish forecasts or other forward-looking statements regarding our results, including estimated revenues or earnings. Any forecast of our future performance reflects various assumptions. These assumptions are subject to significant uncertainties, and as a matter of course, any number of them may prove to be incorrect. Further, the achievement of any forecast depends on numerous risks and other factors (including those described in this discussion), many of which are beyond our control. As a result, we cannot be certain that our performance will be consistent with any management forecasts or that the variation from such forecasts will not be material and adverse. Current and potential stockholders are cautioned not to base their entire analysis of our business and prospects upon isolated predictions, but instead are encouraged to utilize our entire publicly available mix of historical and forward-looking information, as well as other available information regarding us, our products and services, and the software industry when evaluating our prospective results of operations.
Compliance with changing regulation of corporate governance, public disclosure and other regulatory requirements or industry standards may result in additional expenses.
Changing laws, regulations, and standards relating to corporate governance, public disclosure and other regulatory requirements or industry standards, including the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the Telephone Consumer Protection Act, the Sarbanes-Oxley Act of 2002, the Tax Cuts and Jobs Act, new SEC regulations and the Nasdaq Stock Market rules create uncertainty for public companies such as ours. These laws, regulations, and standards are subject to varying interpretations in many cases due to their lack of specificity, and as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies, which could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We are committed to maintaining adequate and appropriate standards of corporate governance and public disclosure. As a result, our efforts to comply with evolving laws, regulations, and standards have resulted in, and certain regulations could continue to result in, increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities. Further, because of increasing regulation, our board members and executive officers could face an increased risk of personal liability in connection with the performance of their duties. As a result, we may have difficulty attracting and retaining qualified board members and executive officers, which could harm our business. If our efforts to comply with new or changed laws, regulations, and standards differ from the activities intended by regulatory or governing bodies due to ambiguities in the laws themselves or related to practice, our reputation may be harmed.
Our quarterly results of operations may be volatile and difficult to predict. If our quarterly results of operations, future growth, profitability or dividends fail to meet the expectations of public market analysts or investors, the market price of our common stock may decrease significantly.
Our future revenues and results of operations may vary significantly from quarter to quarter due to a number of factors, many of which are outside of our control, and any of which may harm our business. These factors include:

the commencement, completion, or termination of contracts during any quarter;

the introduction of new services by us or our competitors;

technical difficulties or system downtime affecting the operation of our services;
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the amount and timing of operating costs and capital expenditures relating to the expansion of our business operations and infrastructure;

unexpected changes in federal, state and local legislation that increase our costs and/or result in a temporary or permanent decrease in our revenues;

any federal government shutdown, such as the shutdown which commenced in December 2018, each of which impacts the ability of our customers to purchase our products and services;

the seasonal use of some of our services, particularly the accessing of motor vehicle driver history records;

changes in economic conditions;

the result of negative cash flows due to capital investments; and

significant charges related to acquisitions.
Due to the factors noted above and the other factors described in these Risk Factors, our financial performance in a quarter may be lower than we anticipate and if we are unable to reduce spending in that quarter, our results of operations for that quarter may be harmed. One should not rely on quarter-to-quarter comparisons of our results of operations as an indication of future performance. It is possible that in some future periods our results of operations may be below the expectations of public market analysts and investors. If this occurs, the price of our common stock may decline. In addition, if we fail to meet expectations related to future growth, profitability, dividends or other market expectations, the price of our common stock may decline.
Risks Relating to GTY and the Business Combination
Directors of GTY have potential conflicts of interest in recommending that securityholders vote in favor of approval of the business combination and approval of the other proposals described in this proxy statement/​prospectus.
When considering GTY’s board of directors’ recommendation that its shareholders vote in favor of the approval of the business combination, GTY’s shareholders should be aware that directors and executive officers of GTY have interests in the business combination that may be different from, or in addition to, the interests of GTY’s shareholders. These interests include:

Our Sponsor, officers and directors will lose their entire investment in us if we do not complete a business combination by May 1, 2019. Each of William D. Green, Joseph M. Tucci, Harry L. You and Stephen Rohleder is among the members of our Sponsor and has a substantial financial interest in the securities held by our Sponsor and therefore the completion of the business combination;

the continuation of all of the directors of GTY as members of the board of directors of New GTY;

the repayment of loans made by, and the reimbursement of out-of-pocket expenses incurred by, certain officers or directors or their affiliates in the aggregate amount of approximately $1,500,000;

the continued indemnification of current directors and officers of GTY and the continuation of directors’ and officers’ liability insurance after the business combination;

Stephen Rohleder, a director of GTY, invested $2,000,232.98 in Series C preferred stock issued by CityBase, in exchange for an approximate 2.2% interest in CityBase. Upon the CityBase Closing, Mr. Rohleder will be entitled to receive approximately $2.2 million in cash and will be entitled to receive a pro rata share of the up to $60 million shares of New GTY common stock that may be issued pursuant to the earn-out provisions in the CityBase Agreement; and

Charles Wert a director of GTY, invested $750,056.98 in Series C preferred stock issued by CityBase, in exchange for an approximate 0.8% interest in CityBase. Upon the CityBase Closing,
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Mr. Wert will be entitled to receive approximately $825,000 in cash and will be entitled to receive a pro rata share of the up to $60 million shares of New GTY common stock that may be issued pursuant to the earn-out provisions in the CityBase Agreement.
In addition, certain of GTY’s founders, directors and entities affiliated with certain of GTY’s directors and executive officers, own shares of common stock that were issued prior to GTY’s initial public offering. Such purchasers have waived their right to receive distributions with respect to the Class B ordinary shares held by them upon GTY’s liquidation which will occur if we are unable to complete the business combination by May 1, 2019. Accordingly, the Class B ordinary shares will be worthless if GTY is forced to liquidate. In addition, in the event of GTY’s liquidation, GTY’s warrants, including the private placement warrants held by certain of GTY’s directors and executive officers, will expire worthless. These financial interests of the founders, officers and directors and entities affiliated with them may have influenced their decision to approve the business combination. You should consider these interests when evaluating the business combination and the recommendation of GTY’s board of directors to vote in favor of the business combination proposal and other proposals to be presented to the shareholders.
An adverse judgment in the New York Action or California Action may delay or jeopardize the completion of the business combination or subject us to damages.
On November 19, 2018, GTY, New GTY, Stephen J. Rohleder and Harry L. You commenced a lawsuit against OpenGov, Inc. (“OpenGov”) in the United States District Court for the Southern District of New York captioned GTY Technology Holdings Inc. et al. v. OpenGov, Inc., No. 18-cv-10854 (the “New York Action”). The New York Action asserts declaratory judgment claims seeking declarations that a certain confidentiality agreement between GTY Technology Holdings Inc. and OpenGov (the “Confidentiality Agreement”) has not been breached, that certain information is not confidential, proprietary and/or trade secret information of OpenGov, and that there is no enforceable agreement between GTY and OpenGov related to an acquisition of OpenGov by GTY. On December 11, 2018, OpenGov moved to dismiss the New York Action or, in the alternative, to stay the New York Action in favor of an action pending in California (discussed below). On December 19, 2018, the court entered a briefing schedule on OpenGov’s motion, with briefing scheduled to be completed on February 8, 2019.
On November 20, 2018, OpenGov commenced a lawsuit against GTY, New GTY, GTY Merger Sub, the Sponsor, LLC, Harry L. You, Stephen J. Rohleder and Does 1-50 in the Superior Court of the State of California in and for the County of San Mateo captioned OpenGov, Inc. v. GTY Technology Holdings Inc. et al., No. 18-cv-06264 (the “California Action”). The California Action asserts claims for breach of contract, inducing breach of contract, fraud, and trade secret misappropriation and seeks relief including monetary damages, a constructive trust, disgorgement, exemplary and punitive damages, attorneys’ fees, costs and expenses, preliminary and permanent injunctive relief, and pre- and post-judgment interest. On November 28, 2018, the defendants in the California Action removed that action to the United States District Court for the Northern District of California (Case No. 18-cv-7198). On November 29, 2018 the defendants in the California Action filed a motion to transfer the California Action to the United States District Court for the Southern District of New York or, in the alternative, to stay the California Action. On December 11, 2018, the court entered a briefing schedule on the following motions: (i) the defendants’ motion to transfer and/or stay; (ii) OpenGov’s motion to remand the California Action to the Superior Court of the State of California; and (iii) defendants GTY Merger Sub and Sponsor, LLC’s motion to dismiss. Briefing on those motions is scheduled to be completed on February 15, 2019. A hearing has been scheduled for February 28, 2019.
We intend to vigorously prosecute the New York Action and vigorously defend against the California Action. The Confidentiality Agreement includes a provision whereby OpenGov waived any claim of any kind in and to any monies in GTY’s trust account, and agreed that it would not seek recourse against the trust account for any reason whatsoever. However, we cannot provide you with any assurances as to the outcome of the New York Action or the California Action, or the amount of costs associated with litigating these actions. A preliminary injunction could delay or jeopardize the completion of the business combination, and an adverse judgment granting permanent injunctive relief could indefinitely enjoin the completion of the business combination. If we are not able to consummate our initial business combination by May 1, 2019, unless we obtain an extension of such date from our shareholders, we will be forced to liquidate and our warrants will expire worthless. In addition, an award of damages could have an adverse effect on our business, operating results, cash flows or financial condition.
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Subsequent to the consummation of the business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and stock price, which could cause you to lose some or all of your investment.
Although GTY has conducted due diligence on the Targets, GTY cannot assure you that this diligence revealed all material issues that may be present in their respective businesses, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of GTY’s or the Targets’ control will not later arise. As a result, New GTY may be forced to later write-down or write-off assets, restructure its operations, or incur impairment or other charges that could result in losses. Even if the due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that New GTY reports charges of this nature could contribute to negative market perceptions about New GTY or its securities. In addition, charges of this nature may cause New GTY to violate net worth or other covenants to which it may be subject. Accordingly, any shareholders who choose to remain shareholders following the business combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission.
If the warrant amendment proposal described herein is not adopted, the warrants will become exercisable for shares of New GTY’s common stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to New GTY’s stockholders.
If the warrant amendment proposal described herein is not adopted, following the business combination, New GTY will have 18,400,000 outstanding warrants to purchase 18,400,000 shares of common stock at an exercise price of  $11.50 per whole share, which warrants will become exercisable 30 days following the closing of the business combination. Only whole warrants are exercisable. In addition, there will be 8,693,334 private placement warrants outstanding exercisable for 8,693,334 shares of common stock at an exercise price of  $11.50 per share. To the extent such warrants are exercised, additional shares of common stock will be issued, which will result in dilution to the holders of New GTY common stock and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of New GTY common stock.
If our shareholders fail to comply with the redemption requirements specified in this proxy statement/​prospectus, they will not be entitled to redeem their Class A ordinary shares for a pro rata portion of the trust account.
Holders of public shares are not required to affirmatively vote against the GTY merger proposal or the business combination proposal in order to exercise their rights to redeem their shares for a pro rata portion of the trust account. In order to exercise their redemption rights, they are required to submit a request in writing and deliver their stock (either physically or electronically) to our transfer agent by [    ] a.m. Eastern time on [           ], 2019. Shareholders electing to redeem their shares will receive their pro rata portion of the trust account less franchise and income taxes payable, calculated as of two business days prior to the anticipated consummation of the business combination.
We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.
Assuming the warrant amendment proposal is not adopted, New GTY will have the ability to redeem outstanding public warrants at any time after they become exercisable and prior to their expiration, at a price of  $0.01 per warrant, provided that the closing price of the New GTY common stock equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to proper notice of such redemption provided that on the date we give notice of redemption. If and when the
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warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could force holders (i) to exercise the warrants and pay the exercise price therefor at a time when it may be disadvantageous to do so, (ii) to sell the warrants at the then-current market price when the holder might otherwise wish to hold your warrants or (iii) to accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of the warrants. The private placement warrants are not redeemable by us so long as they are held by the Sponsor or its permitted transferees.
If the benefits of the business combination do not meet the expectations of investors or securities analysts, the market price of our securities may decline.
If the benefits of the business combination do not meet the expectations of investors or securities analysts, the market price of GTY’s securities prior to the closing of the business combination may decline. The market values of GTY’s securities at the time of the business combination may vary significantly from their prices on the date the Transaction Documents were executed, the date of this proxy statement/prospectus, or the date on which our shareholders vote on the business combination. Because the number of shares to be issued pursuant to the Transaction Documents will not be adjusted to reflect any changes in the market price of GTY’s common stock, the market value of New GTY common stock issued in the business combination may be higher or lower than the values of these shares on earlier dates.
In addition, following the business combination, fluctuations in the price of New GTY’s securities could contribute to the loss of all or part of your investment. Prior to the business combination, there has not been a public market for the stock of New GTY and trading in GTY’s Class A ordinary shares has not been active. Accordingly, the valuation ascribed to New GTY in the business combination may not be indicative of the price that will prevail in the trading market following the business combination. If an active market for our securities develops and continues, the trading price of our securities following the business combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. Any of the factors listed below could have a material adverse effect on your investment in our securities and our securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of our securities may not recover and may experience a further decline.
Factors affecting the trading price of New GTY’s securities may include:

actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;

changes in the market’s expectations about our operating results;

success of competitors;

our operating results failing to meet the expectation of securities analysts or investors in a particular period;

changes in financial estimates and recommendations by securities analysts concerning New GTY or the industries in which New GTY operates in general;

operating and stock price performance of other companies that investors deem comparable to New GTY;

our ability to market new and enhanced products on a timely basis;

changes in laws and regulations affecting our business;

commencement of, or involvement in, litigation involving New GTY;

changes in New GTY’s capital structure, such as future issuances of securities or the incurrence of additional debt;

the volume of shares of New GTY common stock available for public sale;

any major change in our board or management;
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sales of substantial amounts of common stock by our directors, executive officers or significant shareholders or the perception that such sales could occur; and

general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism.
Broad market and industry factors may materially harm the market price of our securities irrespective of our operating performance. The stock market in general, and Nasdaq have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of our securities, may not be predictable. A loss of investor confidence in the market for the stocks of other companies which investors perceive to be similar to New GTY could depress our stock price regardless of our business, prospects, financial conditions or results of operations. A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.
GTY’s initial shareholders, directors, officers, advisors and their affiliates may elect to purchase shares or public warrants from public shareholders or public warrant holders, which may influence a vote on the business combination and reduce the public “float” of New GTY common stock.
GTY’s initial shareholders, directors, officers, advisors or their affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of the business combination, although they are under no obligation to do so. There is no limit on the number of shares GTY’s initial shareholders, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and the rules of Nasdaq. However, other than as expressly stated herein, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase shares or public warrants in such transactions.
In the event that GTY’s initial shareholders, directors, executive officers, advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The purpose of any such purchases of shares could be to vote such shares in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination or to satisfy a closing condition in the Transaction Documents that requires us to have a certain amount of cash at the closing of the business combination, where it appears that such requirement would otherwise not be met. In addition, the purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with the initial business combination. Any such purchases of our securities may result in the completion of the business combination that may not otherwise have been possible.
In addition, if such purchases are made, the public “float” of New GTY common stock and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.
GTY’s initial shareholders have agreed to vote in favor of the business combination, regardless of how our public shareholders vote.
Our initial shareholders have agreed to vote their founder shares, as well as any public shares purchased during or after GTY’s initial public offering, in favor of the business combination. The initial shareholders own on an as-converted basis, approximately 39.44% of our outstanding shares prior to the business combination. Accordingly, it is more likely that the necessary shareholder approval for the business combination will be received than would be the case if our initial shareholders agreed to vote their founder shares in accordance with the majority of the votes cast by our public shareholders.
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Each Target’s management and independent registered public accounting firm have identified internal control deficiencies, which such management and independent registered public accounting firm believe constitute material weaknesses. If New GTY fails to establish and maintain effective internal control over financial reporting in the future, the ability of New GTY to timely and accurately report its financial results could be adversely affected.
Each Target is currently a private company and not required to comply with the rules of the SEC implementing Section 404 of the Sarbanes-Oxley Act and, therefore, is not required to make a formal assessment of the effectiveness of its internal control over financial reporting. GTY is, and following the business combination, New GTY will be, required to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act, which require management to certify financial and other information in quarterly and annual reports and provide an annual management report on the effectiveness of internal control over financial reporting.
Although the Targets have not made assessments of the effectiveness of their internal control over financial reporting and did not engage their independent registered public accounting firms to conduct audits of their internal control over financial reporting, in connection with the audits of the Targets’ financial statements included in this proxy statement/prospectus, each Target’s management and independent registered public accounting firm identified one or more material weaknesses relating to such Target’s internal control over financial reporting under standards established by the Public Company Accounting Oversight Board, or PCAOB. The PCAOB defines a material weakness as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of a company’s financial reporting.
The material weaknesses identified by the Targets and their independent registered public accounting firms included: (i) deficiencies in Bonfire’s period end financial statement close process, (ii) each of CityBase’s, eCivis’s, Open Counter’s and Sherpa’s limited segregation of duties with regard to financial reporting activities such as payroll entry and processing due to the size of their respective accounting departments and (iii) deficiencies in Questica’s period end financial statement close process resulting from, among other things, the preparation of financial statements for this proxy statement/prospectus with a different fiscal year end than its historical fiscal year end.
New GTY is evaluating what resources may be required to remediate the material weaknesses described above, which could result in additional costs following the business combination. There is no assurance that any measures New GTY may take in the future will be sufficient to remediate the material weaknesses described above or to avoid potential future material weaknesses. If management fails to establish and maintain effective internal control over financial reporting and disclosure controls and procedures, New GTY may not be able to produce timely and accurate financial statements and meet its SEC reporting obligations, which could result in sanctions by Nasdaq or the SEC. This could result in a loss of investor confidence and could lead to a decline in the stock price of New GTY.
Even if we consummate the business combination, and assuming the warrant amendment proposal is not adopted, there can be no assurance that the warrants will be in the money at the time they become exercisable, and they may expire worthless.
The exercise price for the outstanding warrants is $11.50 per share of common stock. There can be no assurance that the warrants will be in the money following the time they become exercisable and prior to their expiration, and as such, the warrants may expire worthless.
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If GTY is unable to complete the business combination with the Targets or another business combination by May 1, 2019 (or such later date as GTY shareholders may approve), GTY will cease all operations except for the purpose of winding up, dissolving and liquidating. In such event, third parties may bring claims against GTY and, as a result, the proceeds held in the trust account could be reduced and the per-share liquidation price received by shareholders could be less than $10.00 per share.
Under the terms of GTY’s Existing Organizational Documents, GTY must complete the business combination with the Targets or another business combination by May 1, 2019 (or such later date as GTY shareholders may approve), or GTY must cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares and, subject to the approval of its remaining shareholders and its board of directors, dissolving and liquidating. In such event, third parties may bring claims against GTY. Although GTY has obtained waiver agreements from certain vendors and service providers (other than our independent auditors) it has engaged and owes money to, and the prospective target businesses it has negotiated with, whereby such parties have waived any right, title, interest or claim of any kind they may have in or to any monies held in the trust account, there is no guarantee that they or other vendors who did not execute such waivers will not seek recourse against the trust account notwithstanding such agreements. Furthermore, there is no guarantee that a court will uphold the validity of such agreements. Accordingly, the proceeds held in the trust account could be subject to claims which could take priority over those of GTY’s public shareholders.
The Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent public accountants) for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of  (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) and except as to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. We have not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of our company. The Sponsor may not have sufficient funds available to satisfy those obligations. We have not asked the Sponsor to reserve for such indemnification obligations, nor have we independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations. Therefore, we cannot assure you that the Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.
GTY’s directors may decide not to enforce the indemnification obligations of the Sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public shareholders.
In the event that the proceeds in the trust account are reduced below the lesser of  (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, in each case less taxes payable, and the Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, GTY’s independent directors would determine whether to take legal action against the Sponsor to Sponsor its indemnification obligations.
While GTY currently expects that its independent directors would take legal action on its behalf against the Sponsor to enforce its indemnification obligations to GTY, it is possible that GTY’s independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance. If GTY’s independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to GTY’s public shareholders may be reduced below $10.00 per share.
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If, before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.
If, before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account, the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.
GTY’s shareholders may be held liable for claims by third parties against GTY to the extent of distributions received by them.
If GTY is unable to complete the business combination with the Targets or another business combination within the required time period, GTY will cease all operations except for the purpose of winding up, liquidating and dissolving, subject to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. GTY cannot assure you that it will properly assess all claims that may be potentially brought against GTY. As such, GTY’s shareholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of its shareholders may extend well beyond the third anniversary of the date of distribution. Accordingly, GTY cannot assure you that third parties will not seek to recover from its shareholders amounts owed to them by GTY.
If GTY is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by GTY’s shareholders. Furthermore, because GTY intends to distribute the proceeds held in the trust account to its public shareholders promptly after the expiration of the time period to complete a business combination, this may be viewed or interpreted as giving preference to its public shareholders over any potential creditors with respect to access to or distributions from its assets. Furthermore, GTY’s board of directors may be viewed as having breached their fiduciary duties to its creditors and/or may have acted in bad faith, and thereby exposing itself and the company to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors. GTY cannot assure you that claims will not be brought against it for these reasons.
The ability of shareholders to exercise redemption rights with respect to a large number of shares could increase the probability that the business combination would be unsuccessful and that shareholders would have to wait for liquidation in order to redeem their stock.
At the time we entered into the agreements for the business combination, we did not know how many shareholders will exercise their redemption rights, and therefore we structured the business combination based on our expectations as to the number of shares that will be submitted for redemption. The agreements with the Targets relating to the business combination require us to have at least $270 million of cash, after giving effect to redemptions of public shares, if any, which may be met by aggregating amounts held in the trust account and from any Alternative Financing Sources. Initially, we were required to complete our initial business combination by November 1, 2018, which was 24 months from the closing of our initial public offering. On October 30, 2018, our shareholders approved a proposal to amend our second amended and restated memorandum and articles of association to extend the date by which we have to consummate an initial business combination from November 1, 2018 to May 1, 2019. In connection with such proposal, our public shareholders had the right to elect to redeem their public shares for a per share price, payable in cash, based upon the aggregate amount then on deposit in the trust account. Our public shareholders holding 34,011,538 Class A ordinary shares out of a total of 55,200,000 Class A ordinary shares validly elected to redeem their public shares and, accordingly, after giving effect to such redemptions, the balance in GTY’s trust account was approximately $216.8 million. If a larger number of shares are
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submitted for redemption than we initially expected and if we are unable to secure an Alternative Financing Source, we may need to restructure the transaction to reserve a greater portion of the cash in the trust account. The above considerations may limit our ability to complete the business combination or optimize our capital structure.
The unaudited pro forma combined financial information included in this document may not be indicative of what our actual financial position or results of operations would have been.
The unaudited pro forma combined financial information in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what our actual financial position or results of operations would have been had the business combination been completed on the dates indicated. See the section entitled “Unaudited Pro Forma Combined Financial Information” for more information.
The business combination is subject to conditions, including certain conditions that may not be satisfied on a timely basis, if at all.
The completion of the business combination is subject to a number of conditions. The completion of the business combination is not assured and is subject to risks, including the risk that approval of the business combination by GTY’s shareholders is not obtained or that there are not sufficient funds in the trust account, in each case subject to certain terms specified in the Transaction Documents (as described under “The Transaction Documents — Conditions to the Closing of the Business Combination”), or that other closing conditions are not satisfied. If GTY does not complete the business combination, it could be subject to several risks, including:

the parties may be liable for damages to one another under the terms and conditions of the Transaction Documents;

negative reactions from the financial markets, including declines in the price of GTY’s shares due to the fact that current prices may reflect a market assumption that the business combination will be completed; and

the attention of our management will have been diverted to the business combination rather than our own operations and pursuit of other opportunities that could have been beneficial to that organization.
There can be no assurance that the New GTY common stock that will be issued in connection with the business combination will be approved for listing on Nasdaq following the closing of the business combination, or that we will be able to comply with the continued listing standards of Nasdaq.
New GTY’s common stock and warrants will be listed on Nasdaq following the business combination. New GTY’s continued eligibility for listing may depend on the number of our shares that are redeemed. If, after the business combination, Nasdaq delists the common stock from trading on its exchange for failure to meet the listing standards, New GTY and its stockholders could face significant material adverse consequences including:

a limited availability of market quotations for its securities;

a determination that its common stock is a “penny stock” which will require brokers trading in its common stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for its common stock;

a limited amount of analyst coverage; and

a decreased ability to issue additional securities or obtain additional financing in the future.
If GTY is not able to complete the business combination with the Targets or another business combination by May 1, 2019 (or such later date as GTY shareholders may approve), GTY would cease all operations except for the purpose of winding up and GTY would redeem its public shares and liquidate the trust account, in which case its public shareholders may only receive approximately $10.00 per share and our warrants will expire worthless.
GTY’s Existing Organizational Documents state that it must complete its initial business combination by May 1, 2019. If GTY has not completed the business combination with the Targets by then or another
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business combination by May 1, 2019 (or such later date as our shareholders may approve), GTY 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 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 trust account (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number of 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 GTY’s remaining shareholders and its board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) to our obligations under Cayman Islands law to provide for claims of creditors in all cases subject to and the other requirements of applicable law. In such case, GTY’s public shareholders may only receive approximately $10.00 per share and our warrants will expire worthless.
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EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
General
GTY is furnishing this proxy statement/prospectus to GTY’s shareholders as part of the solicitation of proxies by GTY’s board of directors for use at the general meeting of shareholders to be held on [           ], 2019, and at any adjournment thereof. This proxy statement/prospectus is first being furnished to GTY’s shareholders on or about [           ], 2019 in connection with the vote on the proposals described in this proxy statement/prospectus. This proxy statement/prospectus provides GTY’s shareholders with information they need to know to be able to vote or instruct their vote to be cast at the general meeting.
Date, Time and Place
The general meeting will be held on [           ], 2019, at [    ] a.m., Eastern Time, at the offices of Winston & Strawn LLP, at 200 Park Avenue, New York, New York, 10166.
Purpose of the GTY General Meeting
At the general meeting, GTY is asking holders of ordinary shares to:

consider and vote upon a proposal to approve and adopt each of the Transaction Documents, which, among other things, provides for GTY merging with and into GTY Merger Sub, a Delaware corporation and wholly-owned subsidiary of New GTY, with GTY surviving the merger. As a result of the GTY Merger and related transactions, GTY will become a wholly-owned subsidiary New GTY, a Massachusetts public company, and the Targets will become direct or indirect wholly-owned subsidiaries of New GTY, and to approve the transactions contemplated by the Transaction Documents (we refer to this proposal as the “business combination proposal”);

consider and vote upon two separate proposals (which we refer to, collectively, as the “organizational documents proposals”) to approve by special resolution, assuming the GTY merger proposal and the business combination proposal are approved and adopted, the following material differences between the Existing Organizational Documents of GTY and the Proposed Charter of New GTY:
(1)
to approve the provision in the Proposed Charter changing the authorized share capital from $45,100 divided into 400,000,000 Class A ordinary shares of a par value of  $0.0001 each, 50,000,000 Class B ordinary shares of a par value of  $0.0001 each and 1,000,000 preferred shares of a par value of  $0.0001 each, to authorized capital stock of 425,000,000 shares, consisting of  (x) including 400,000,000 shares of New GTY common stock and (y) 25,000,000 shares of preferred (we refer to this as “organizational documents proposal A”);
(2)
to approve the provision in the Proposed Bylaws providing that directors will be elected if “for” votes exceed “against” votes in uncontested elections and by plurality vote in contested elections, rather than by an affirmative vote of a majority of the issued and outstanding shares entitled to vote and actually cast thereon as required under the Existing Organizational Documents (we refer to this as “organizational documents proposal B”);
(3)
to approve the provision in the Proposed Bylaws providing that a director may only be removed for cause by the affirmative vote of a majority of the shares entitled to vote at an election of directors and only at a shareholder meeting called for the purpose of removing such director, rather than by an affirmative vote of a majority of the issued and outstanding shares entitled to vote and actually cast thereon or by the vote of all other directors as required under the Existing Organizational Documents (we refer to this as “organizational documents proposal C”);
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(4)
to approve the provisions in the Proposed Bylaws providing for certain advance notice procedures that shareholders must comply with in order to bring business before a shareholder meeting or to nominate candidates for election as directors (we refer to this as “organizational documents proposal D”);
(5)
to approve the provision in the Proposed Charter providing that the Business Litigation Session of the Superior Court for Suffolk County, Massachusetts and United States District Court for the District of Massachusetts sitting in Boston, Massachusetts will be the sole and exclusive forum (we refer to this as “organizational documents proposal E”);
(6)
to approve the provision in the Proposed Charter providing that amendments to the Proposed Charter will generally require the affirmative vote of a majority of shares generally entitled to vote on such matter or action by the board of directors pursuant to Subsection (c) of Section 10.03 of the MBCA, rather than two-thirds of the issued and outstanding shares entitled to vote and actually cast thereon as generally required under the Existing Organizational Documents (we refer to this as “organizational documents proposal F”);
(7)
to approve the provision in the Proposed Bylaws providing that the Proposed Bylaws may generally be amended by a majority vote of the directors or by a majority vote of shareholders at a shareholder meeting called for such purpose, rather than by two-thirds of the issued and outstanding shares entitled to vote and actually cast thereon as generally required under the Existing Organizational Documents (we refer to this as “organizational documents proposal G”);
(8)
to approve the provision in the Proposed Bylaws providing that, subject to certain exceptions, shareholders who hold an aggregate of at least 40% of all votes entitled to be cast may call a special meeting of shareholders, rather than not less than 30% in par value of issued shares that carry the right to vote at general meetings as required under the Existing Organizational Documents (we refer to this as “organizational documents proposal H”);
(9)
to approve all other differences between the Existing Organizational Documents of GTY with the Proposed Charter of New GTY as a result of the GTY Merger, including (i) the name of the new public entity will be “GTY Technology Holdings Inc.”, and (ii) the lack of certain provisions related to GTY’s status as a blank check company that are not applicable to New GTY, all of which GTY’s board of directors believe are necessary to adequately address the needs of New GTY after the business combination (we refer to this as “organizational documents proposal I”);

consider and vote upon a proposal to approve by ordinary resolution, assuming the organizational documents proposals are approved and adopted, for the purposes of complying with the applicable Nasdaq listing rules, the issuance of shares of New GTY common stock to the Bonfire Holders, the CityBase Holders, the eCivis Holders, the Open Counter Holders, the Questica Holders and the Sherpa Holders, PIPE investors and any Additional PIPE investors in order to comply with the applicable listing rules of Nasdaq. The number of shares of New GTY common stock that may be issued in connection with the stock issuance proposal is expected to be up to approximately 33 million shares plus any shares issued to Additional PIPE investors. (we refer to this proposal as the “stock issuance proposal”);

consider and vote upon a proposal to approve by ordinary resolution the GTY Technology Holdings Inc. 2019 Omnibus Incentive Plan, a copy of which is attached to this proxy statement/​prospectus as Annex K (we refer to this proposal as the “incentive plan proposal” and, collectively with the GTY merger proposal, business combination proposal, the organizational documents proposals and the stock issuance proposal, the “condition precedent proposals”); and

consider and vote upon a proposal to approve by ordinary resolution the adjournment of the general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the general meeting, any of the condition precedent proposals would not be duly approved and adopted by our shareholders or we determine that one or more of the closing conditions Under the Transaction Documents is not satisfied or waived (we refer to this proposal as the “adjournment proposal”).
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Recommendation of GTY Board of Directors
GTY’s board of directors has determined that the GTY merger proposal and the business combination proposal are in the best interests of GTY and its shareholders, has approved the GTY merger proposal and the business combination proposal and recommends that shareholders vote “FOR” the GTY merger prposal, “FOR” the business combination proposal, “FOR” each of the separate organizational documents proposals, “FOR” the stock issuance proposal, “FOR” the incentive plan proposal and “FOR” the adjournment proposal, in each case, if presented to the general meeting.
In connection with such approval of the business combination proposal and the recommendation that GTY’s shareholders approve the business combination proposal, Stephen Rohleder and Charles Wert, members of GTY’s board of directors, recused themselves from all discussions, deliberations and proceedings relating to the CityBase Transaction, its approval and the recommendation that GTY’s shareholders approve the business combination with respect to the CityBase Transaction due to Mr. Rohleder’s and Mr. Wert’s respective interests in the CityBase Transaction as investors in CityBase’s Series C preferred stock.
In addition to the foregoing, the existence of financial and personal interests of GTY’s directors may result in a conflict of interest on the part of one or more of the directors between what he or they may believe is in the best interests of GTY and its shareholders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. See the section entitled “The Business Combination Proposal — Interests of GTY’s Directors and Offıcers in the Business Combination” for a further discussion.
Record Date; Who is Entitled to Vote
GTY has fixed the close of business on [           ], 2019, as the “record date” for determining GTY shareholders entitled to notice of and to attend and vote at the general meeting. As of the close of business on January 8, 2019, there were 34,988,462 ordinary shares outstanding and entitled to vote. Each ordinary share is entitled to one vote per share at the general meeting.
In connection with our initial public offering, our initial shareholders (consisting of our Sponsor and our directors and officers) entered into a letter agreement to vote their founder shares, as well as any public shares purchased during or after our initial public offering, in favor of the business combination proposal and we also expect them to vote their shares in favor of all other proposals being presented at the general meeting. As of the date hereof, our Sponsor and our independent directors own 39.44% of our total outstanding ordinary shares.
Quorum
The presence, in person or by proxy, of one or more shareholders holding at least a majority of the paid up voting share capital entitled to vote constitutes a quorum at the general meeting.
Abstentions and Broker Non-Votes
Proxies that are marked “abstain” and proxies relating to “street name” shares that are returned to GTY but marked by brokers as “not voted” will be treated as shares present for purposes of determining the presence of a quorum on all matters. They will also not be treated as shares voted on the matter. If a shareholder does not give the broker voting instructions, under applicable self-regulatory organization rules, its broker may not vote its shares on “non-routine” proposals, such as the GTY merger proposal and the business combination proposal.
Vote Required for Approval
The approval of the GTY merger proposal requires a special resolution under the Cayman Islands Companies Law and the Existing Organizational Documents, being the affirmative vote by the holders of at least two-thirds of the ordinary shares who, being present and entitled to vote at the general meeting to approve the GTY merger proposal, vote at the general meeting.
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The approval of the business combination proposal requires an ordinary resolution, being the affirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the general meeting, vote at the general meeting.
The approval of each of the separate organizational documents proposals requires a special resolution under the Cayman Islands Companies Law and the Existing Organizational Documents, being the affirmative vote of the holders of at least two-thirds of the ordinary shares who, being present and entitled to vote at the general meeting, vote at the general meeting. Each of the organizational documents proposals is conditioned on the approval of the GTY merger proposal and the business combination proposal. Therefore, if the business combination proposal or the GTY merger proposal is not approved, each of the organizational documents proposals will have no effect, even if approved by our public shareholders.
The approval of the stock issuance proposal requires an ordinary resolution, being the affirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the general meeting, vote at the general meeting. The stock issuance proposal is conditioned on the approval of the organizational documents proposals, and, therefore, also conditioned on approval of the business combination proposal and GTY merger proposal. Therefore, if the GTY merger proposal, business combination proposal and the organizational documents proposals are not approved, the stock issuance proposal will have no effect, even if approved by our public shareholders.
The approval of the incentive plan proposal requires an ordinary resolution, being the affirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the general meeting, vote at the general meeting. The incentive plan proposal is conditioned on the approval of the GTY merger proposal, the business combination proposal, the organizational documents proposals and the stock issuance proposal. Therefore, if any of those proposals are not approved, the incentive plan proposal will have no effect, even if approved by our public shareholders.
The approval of the adjournment proposal requires an ordinary resolution, being the affirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the general meeting, vote at the general meeting. The adjournment proposal is not conditioned upon any other proposal.
In each case, abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the general meeting.
Voting Your Shares
Each ordinary share that you own in your name entitles you to one vote. Your proxy card shows the number of ordinary shares that you own. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. There are two ways to vote your ordinary shares at the general meeting:

You Can Vote By Signing and Returning the Enclosed Proxy Card.   If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted as recommended by GTY’s board “FOR” the GTY merger proposal, “FOR” the business combination proposal, “FOR” each of the separate organizational documents proposals, “FOR” the stock issuance proposal, “FOR” the incentive plan proposal and “FOR” the adjournment proposal, in each case, if presented to the general meeting. Votes received after a matter has been voted upon at the general meeting will not be counted.

You Can Attend the General Meeting and Vote in Person.   You will receive a ballot when you arrive. However, if your shares are held in the name of your broker, bank or another nominee, you must get a valid legal proxy from the broker, bank or other nominee. That is the only way GTY can be sure that the broker, bank or nominee has not already voted your shares.
Revoking Your Proxy
If you are a GTY shareholder and you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:
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you may send another proxy card with a later date;

you may notify Harry L. You, GTY’s Chief Financial Officer, in writing before the general meeting that you have revoked your proxy; or

you may attend the general meeting, revoke your proxy, and vote in person, as indicated above.
Who Can Answer Your Questions About Voting Your Shares
If you are a shareholder and have any questions about how to vote or direct a vote in respect of your ordinary shares, you may call Morrow Sodali LLC, our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing GTYH.info@morrowsodali.com.
Redemption Rights
Public shareholders may seek to redeem the public shares that they hold, regardless of whether they vote for the proposed business combination, against the proposed business combination or do not vote in relation to the proposed business combination. Any public shareholder may request redemption of their public shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the business combination, including interest earned on the trust account (net of taxes payable), divided by the number of then outstanding public shares. If a holder properly seeks redemption as described in this section and the business combination is consummated, the holder will no longer own these shares following the business combination.
Notwithstanding the foregoing, a public shareholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption rights with respect to 20% or more of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the public shares, then any such shares in excess of that 20% limit would not be redeemed for cash.
GTY’s initial shareholders will not have redemption rights with respect to any ordinary shares owned by them, directly or indirectly.
You will be entitled to receive cash for any public shares to be redeemed only if you:
(i)
(a) hold public shares or (b) hold public shares through units and you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and
(ii)
prior to [    ] a.m., Eastern Time, on [           ], 2019, (a) submit a written request to the transfer agent that New GTY redeem your public shares for cash and (b) deliver your public shares to the transfer agent, physically or electronically through DTC.
If you hold the shares in street name, you will have to coordinate with your broker to have your shares certificated or delivered electronically. Public shares that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $80 and it would be up to the broker whether or not to pass this cost on to the redeeming shareholder. In the event the proposed business combination is not consummated this may result in an additional cost to shareholders for the return of their shares.
Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. No fractional public warrants will be issued upon separation of the units. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact the transfer agent directly and instruct it to do so.
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Any request to redeem public shares, once made, may be withdrawn at any time until immediately prior to the vote on the proposed business combination. Furthermore, if a holder of a public share delivers its certificate in connection with an election of its redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that GTY instruct its transfer agent to return the certificate (physically or electronically). The holder can make such request by contacting the transfer agent, at the address or email address listed in this proxy statement/prospectus.
If the business combination is not approved or completed for any reason, then GTY’s public shareholders who elected to exercise their redemption rights will not be entitled to redeem their shares. In such case, GTY will promptly return any shares previously delivered by public holders.
The closing price of ordinary shares on January 7, 2019, the most recent closing price, was $10.10. For illustrative purposes, the cash held in the trust account on January 7, 2019 was $217,703,206.16 or $10.27 per public share, as of January 7, 2019. Prior to exercising redemption rights, shareholders should verify the market price of ordinary shares as they may receive higher proceeds from the sale of their ordinary shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. GTY cannot assure its shareholders that they will be able to sell their ordinary shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when its shareholders wish to sell their shares.
If a public shareholder exercises its redemption rights, then it will be exchanging its redeemed public shares for cash and will no longer own those public shares. You will be entitled to receive cash for your public shares only if you properly exercise your right to redeem the public shares no later than the close of the vote on the GTY merger proposal or the business combination proposal and deliver your ordinary shares (either physically or electronically) to the transfer agent, prior to [    ] a.m., Eastern Time on [           ], 2019, and the business combination is consummated.
In order for public shareholders to exercise their redemption rights in respect of the proposed business combination, public shareholders must properly exercise their right to redeem the public shares no later than the close of the vote on the GTY merger proposal or the business combination proposal and deliver their ordinary shares (either physically or electronically) to the transfer agent, prior to [    ] a.m., Eastern Time on [           ], 2019. For the purposes of Article 9 of the current second amended and restated memorandum and articles of association of GTY and the Cayman Islands Companies Law, the exercise of redemption rights shall be treated as an election to have such public shares repurchased for cash and references in this proxy statement/prospectus shall be interpreted accordingly. Immediately following the consummation of the business combination, New GTY shall pay public shareholders who properly exercised their redemption rights in respect of their public shares.
Appraisal Rights
Neither GTY shareholders nor GTY warrant holders have appraisal rights in connection with the business combination.
Under the Cayman Islands Companies Law, GTY shareholders are entitled to give notice to GTY prior to the general meeting that they wish to dissent to the GTY Merger. The effect of such a notice would be that such dissenting shareholder would be entitled to payment of the fair market value of its shares if such shareholder follows the procedures set out in the Cayman Islands Companies Law relating thereto. It is GTY's view, however, that such fair market value would be equal to the amount which a shareholder would obtain if it exercised its redemption right as described herein.
Proxy Solicitation Costs
GTY is soliciting proxies on behalf of its board of directors. This solicitation is being made by mail but also may be made by telephone or in person. GTY and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. GTY will bear the cost of the solicitation.
GTY has hired Morrow Sodali LLC to assist in the proxy solicitation process. GTY will pay that firm a fee of $27,500 plus disbursements. Such fee will be paid with non-trust account funds.
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GTY will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. GTY will reimburse them for their reasonable expenses.
Potential Purchases of Public Shares and/or Warrants
At any time prior to the general meeting, during a period when they are not then aware of any material nonpublic information regarding GTY or its securities, the GTY initial shareholders, the Targets and/or their affiliates may purchase shares and/or warrants from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire GTY’s ordinary shares or vote their shares in favor of the GTY merger proposal or the business combination proposal or vote their warrants in favor of the warrant amendment proposal. The purpose of such share purchases and other transactions would be to increase the likelihood that (i) the proposals presented to shareholders for approval at the general meeting and presented to warrant holders at the warrant holder meeting are approved and/or (ii) we meet the condition that we have at least $270 million of cash available upon the closing of the business combination. Any such share or warrant purchases and other transactions may thereby increase the likelihood of obtaining shareholder approval of the business combination or warrant holder approval of the warrant amendment proposal. This may result in the completion of our business combination or warrant holder approval of the warrant amendment proposal that may not otherwise have been possible. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/​prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or rights owned by the GTY initial shareholders for nominal value.
Entering into any such arrangements may have a depressive effect on GTY’s ordinary shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he owns, either prior to or immediately after the general meeting. Moreover, any such purchases may make it less likely that holders of no more than 109,848 million public shares elect to redeem their public shares in connection with the business combination.
If such transactions are effected, the consequence could be to cause the business combination to be approved or the warrant amendment proposal to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares or warrants by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the general meeting or the warrant holder meeting and would likely increase the chances that such proposals would be approved. As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. GTY will file a Current Report on Form 8-K to disclose arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be put to the general meeting or the redemption threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.
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THE GTY MERGER PROPOSAL
Overview
We are asking our shareholders to approve by special resolution and adopt the GTY Agreement and the transactions contemplated thereby. If, however, the GTY merger proposal is approved, but the business combination proposal is not approved, then neither the GTY merger proposal nor the business combination will be consummated.
Pursuant to the GTY Agreement, upon the terms and subject to the conditions set forth therein, at the closing of the business combination, GTY Merger Sub will merge with and into GTY, with GTY surviving the GTY Merger as a direct, wholly-owned subsidiary of New GTY.
As a result of the GTY Merger, all of the issued and outstanding ordinary shares of GTY will be exchanged for an equal number of shares New GTY common stock, and, if the warrant amendment proposal is not approved, all of the outstanding warrants to purchase ordinary shares of GTY will become exercisable to purchase an equal number of shares of New GTY common stock on the existing terms and conditions of such warrants in accordance with the terms of such warrants. New GTY intends to apply to list the New GTY common stock on The Nasdaq Stock Market in connection with the closing of the business combination.
The closing of each of the transactions contemplated by the Transaction Documents are expected to occur simultaneously with the closing of the GTY Merger. In addition, after the GTY Merger and prior to the effective time of the transactions contemplated by the Transaction Documents, GTY will assign all of its rights, interests and obligations under the Transaction Documents to New GTY.
If the GTY merger proposal and the other condition precedent proposals are approved, GTY shareholders will become shareholders of New GTY, which is a Massachusetts corporation. We urge shareholders to carefully consult the information set out under the section “Comparison of Corporate Governance and Shareholder Rights” and “The Organizational Documents Proposals” (including the chart of material differences included therein) which describe the differences between the laws of the Cayman Islands and the MBCA as well as the proposed differences between the Existing Organizational Documents and the Proposed Charter.
Reasons for the GTY Merger Proposal
GTY’s board of directors believes that there are significant advantages to the company that will arise as a result of New GTY’s domicile in Massachusetts. The MBCA, a well-developed body of corporate law, a business litigation session of the Superior Court committed to timely and efficient resolution of civil cases, and a respected judicial bench, will provide the company with laws, rules and processes that can handle corporate legal issues in a structured, fair, balanced, and efficient manner that the board of directors believes will be to the benefit of the corporation and its shareholders. In addition, the GTY Merger proposal is necessary to effectuate the business combination. Please see “The Business Combination Proposal — GTY’s Board of Directors’ Reasons for Approval of the Business Combination.
Anticipated Accounting Treatment of the GTY Merger Proposal
There will be no accounting effect or change in the carrying amount of the consolidated assets and liabilities of GTY as a result of the GTY Merger. The business, capitalization, assets and liabilities and financial statements of GTY immediately following the GTY Merger will be the same as those of GTY immediately prior to the GTY Merger.
Vote Required for Approval
The approval of the GTY merger proposal requires a special resolution under the Cayman Islands Companies Law, being the affirmative vote of the holders of at least two-thirds of the ordinary shares who, being present and entitled to vote at the general meeting, vote at the general meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the general meeting.
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The GTY merger proposal is conditioned on the approval of the business combination proposal. Therefore, if the business combination proposal is not approved, the GTY merger proposal will have no effect, even if approved by our public shareholders.
Recommendation of the GTY Board of Directors
THE GTY BOARD OF DIRECTORS RECOMMENDS THAT GTY SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE GTY MERGER PROPOSAL.
The existence of financial and personal interests of one or more of GTY’s directors may result in a conflict of interest on the part of such director(s) between what he or they may believe is in the best interests of GTY and its shareholders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. See the section entitled “The Business Combination Proposal — Interests of GTY’s Directors and Officers in the Business Combination” for a further discussion.
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THE BUSINESS COMBINATION PROPOSAL
We are asking our shareholders to approve by ordinary resolution, and adopt each of the Transaction Documents and the transactions contemplated thereby. Our shareholders should read carefully this proxy statement/prospectus in its entirety for more detailed information concerning the Transaction Documents, which are attached as Annex A, B, C, D, E, F and G to this proxy statement/prospectus. Please see the subsection entitled “The Transaction Documents” below, for additional information and a summary of certain terms of each of the Transaction Documents. You are urged to read carefully each of the Transaction Documents in their entirety before voting on this proposal.
Because we are holding a shareholder vote on the business combination, we may consummate the business combination only if it is approved by the affirmative vote of the holders of a majority of ordinary shares that are voted at the general meeting.
The Transaction Documents
Summary of the Transaction Documents
GTY Agreement
Pursuant to the GTY Agreement, upon the terms and subject to the conditions set forth therein, at the closing of the business combination, GTY Merger Sub will merge with and into GTY, with GTY surviving the GTY Merger as a direct, wholly-owned subsidiary of New GTY.
As a result of the GTY Merger, all of the issued and outstanding ordinary shares of GTY will be exchanged for an equal number of shares New GTY common stock, and, if the warrant amendment proposal is not approved, all of the outstanding warrants to purchase ordinary shares of GTY will become exercisable to purchase an equal number of shares of New GTY common stock on the existing terms and conditions of such warrants in accordance with the terms of such warrants. New GTY intends to apply to list the New GTY common stock on The Nasdaq Stock Market in connection with the closing of the business combination.
The closing of each of the transactions contemplated by the Transaction Documents are expected to occur simultaneously with the closing of the GTY Merger. In addition, after the GTY Merger and prior to the effective time of the transactions contemplated by the Transaction Documents, GTY will assign all of its rights, interests and obligations under the Transaction Documents to New GTY.
Bonfire Agreement
Pursuant to the Bonfire Agreement, upon the terms and subject to the conditions set forth therein, at the Bonfire Closing, Callco and Exchangeco will acquire all of the issued and outstanding shares of Bonfire, such that Bonfire will become an indirect, wholly-owned subsidiary of New GTY.
Upon consummation of the Bonfire Transaction, New GTY will (i) pay the Bonfire Holders an aggregate of up to $47,000,000 in cash, subject to certain customary adjustments contained in the Bonfire Agreement, including an increase for cash and a reduction for indebtedness of Bonfire and its subsidiaries at the time of the Bonfire Closing, and (ii) issue to the Bonfire Holders a number of shares of New GTY common stock or a number of Bonfire Exchangeco Shares with an aggregate fair market value equal to $51,000,000.
In addition, Bonfire Holders may receive, following the Bonfire Closing and based on Bonfire’s revenues and EBIT for the fiscal years ended December 31, 2019 and 2020, respectively, earn-out payments in an aggregate amount not to exceed $10,000,000, payable 50% in cash and 50% in New GTY common stock. GTY has agreed to file a registration statement on Form S-3 covering the resale of any Bonfire Earn-out Shares.
The parties to the Bonfire Agreement have made customary representations, warranties and covenants in the Bonfire Agreement, including, among others, covenants with respect to the conduct of Bonfire during the period between execution of the Bonfire Agreement and the Bonfire Closing.
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The Bonfire Closing is subject to certain conditions, including, among others, (i) approval by GTY’s shareholders of, among other things, the Bonfire Agreement and the Bonfire Transaction; (ii) the redemption of any of GTY’s ordinary shares in connection with the business combination will have been completed and GTY will have no less than $270,000,000 following any such redemptions and the payment of any expenses related to the Bonfire Transaction, which may be met by aggregating amounts held in the trust account and from any Alternative Financing Sources; (iii) certain Bonfire Holders will have delivered to GTY a duly executed lock-up agreement in the form attached to the Bonfire Agreement; (iv) no more than 5% of the Bonfire Shares will be Cash-out Shares (as defined in the Bonfire Agreement); and (v) the transactions contemplated by the other Transaction Documents will have closed or will close substantially simultaneously with the Bonfire Closing.
In the event that the gross proceeds made available to GTY from any Alternative Financing Sources and the amount of funds in the Trust Account is at least $325,000,000, $2,000,000 of the overall consideration payable to the Bonfire shareholders will be payable in cash rather than shares of New GTY common stock increasing the aggregate cash consideration payable to the Bonfire Holders to $49,000,000 and decreasing the number of shares payable to Bonfire Holders to a number of shares with an aggregate fair market value equal to $49,000,000.
The Bonfire Agreement may be terminated under certain circumstances, including, among others: (i) by mutual written consent of each party; (ii) by either GTY or Bonfire if the Bonfire Closing has not occurred on or before 5:00 p.m. Eastern Time on March 31, 2019; provided, however, that the right to terminate the Bonfire Agreement under this provision will not be available to any party whose failure to fulfill, or whose affiliate’s failure to fulfill on its behalf, any material obligation or condition under the Bonfire Agreement has been the cause of, or resulted in, the failure of the Bonfire Closing to occur on or before such date; (iii) by either GTY or Bonfire if GTY’s shareholders have not approved the Bonfire Agreement and the Bonfire Transaction; (iv) by either GTY or Bonfire if, following the redemption of any of GTY’s ordinary shares in connection with the business combination, the aggregate amount of cash or cash equivalents in the trust account is less than the Bonfire Necessary Cash Amount; and (v) by GTY if voting and support agreements representing no less than two-thirds of Bonfire’s capital stock, two-thirds of Bonfire’s options and two-thirds of Bonfire’s warrants have not been executed and delivered to GTY by 3:45 p.m. Eastern Time on the second business following the Bonfire Closing or if such voting and support agreements fail to be in full force and effect.
The Bonfire Agreement was amended as described under the heading “Amendments to Transaction Documents,” below, which modified certain of the conditions and termination provisions described above.
CityBase Agreement
Pursuant to the CityBase Agreement, upon the terms and subject to the conditions set forth therein, at CityBase Closing, among other things, CityBase Merger Sub will merge with and into CityBase, with CityBase surviving the merger as a direct, wholly-owned subsidiary of New GTY.
Upon consummation of the CityBase Transaction, New GTY will pay the CityBase Holders an aggregate of up to 1,000,000 shares of New GTY common stock, and 90,000,000 in cash, subject to certain customary adjustments contained in the CityBase Agreement, including an increase for cash and a reduction for indebtedness of CityBase at the time of the CityBase Closing. Of the $90,000,000, certain key executives of CityBase will receive 20% of their closing consideration in shares of New GTY common stock in lieu of cash, and two key stockholders will each receive $1,000,000 of their closing consideration in shares of New GTY common stock in lieu of cash.
In addition, certain CityBase Holders may receive, following the CityBase Closing and upon CityBase’s trailing twelve-month net revenue exceeding $37,000,000 on or prior to December 31, 2048, an earn-out payment equal to a number of shares, or cash value thereof, of New GTY common stock calculated by dividing $60 million by: (i) $10.00 if the CityBase Earn-out Threshold (as defined in the CityBase Agreement) is met on or prior to December 31, 2021 or (ii) the greater of  (x) $10.00 or (y) the volume-weighted average closing price for the shares of New GTY common stock for the 30 trading days immediately preceding the payment date if the CityBase Earn-out Threshold is met after December 31,
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2021; provided that certain CityBase Holders will receive their respective pro-rata portion of the earn-out payment in cash at the CityBase Closing in lieu of shares of New GTY common stock. GTY has agreed to use commercially reasonable efforts to file a registration statement on Form S-3 covering the resale of any CityBase Earn-out Shares.
The parties to the CityBase Agreement have made customary representations, warranties and covenants in the CityBase Agreement, including, among others, covenants with respect to the conduct of CityBase during the period between execution of the CityBase Agreement and the CityBase Closing.
The CityBase Closing is subject to certain conditions, including, among others, (i) approval by GTY’s shareholders of, among other things, the CityBase Agreement, the CityBase Transaction and the other proposals set forth in the proxy statement/prospectus on Form S-4 relating to the business combination; (ii) the redemption of any of GTY’s ordinary shares in connection with the business combination will have been completed and GTY will have no less than the CityBase Necessary Cash Amount; (iii) certain key executives of CityBase will have delivered to GTY a duly executed lock-up agreement and a letter of transmittal, each in the form attached to the CityBase Agreement; (iv) no more than 5% of the shares of CityBase capital stock issued and outstanding immediately prior to the effective time of the CityBase Transaction will be held by CityBase Holders dissenting from the CityBase Transaction and requiring appraisal of such shares; (v) the CityBase Holders entitled to approve and adopt the CityBase Agreement will have approved and adopted the CityBase Agreement pursuant to a written consent by 5:00 p.m. Eastern Time on the date after the date of the CityBase Agreement, which condition has been satisfied; and (vi) the transactions contemplated by the other Transaction Documents will have closed or will close substantially simultaneously with the CityBase Closing.
In the event that the gross proceeds made available to GTY from any Alternative Financing Sources and the amount of funds in the Trust Account is at least $325,000,000, the CityBase shareholders will receive an additional $10,000,000 in cash, rather than 1,000,000 shares of New GTY common stock, and $1,000,000 of the overall consideration payable to each of the two key stockholders of CityBase referenced above will be payable in cash rather than shares of New GTY common stock.
The CityBase Agreement may be terminated under certain circumstances, including, among others: (i) by mutual written consent of GTY and CityBase; (ii) by either GTY or CityBase if the CityBase Closing has not occurred on or before 5:00 p.m. Eastern Time on March 31, 2019; provided, however, that the right to terminate the CityBase Agreement under this provision will not be available to any party whose failure to fulfill, or whose affiliate’s failure to fulfill on its behalf, any material obligation or condition under the CityBase Agreement has been the cause of, or resulted in, the failure of the CityBase Closing to occur on or before such date; (iii) by GTY or CityBase if GTY’s shareholders have not approved the CityBase Agreement, the CityBase Transaction and the other proposals set forth in the proxy statement/prospectus on Form S-4 relating to the business combination; or (iv) by either GTY or CityBase if, following the redemption of any of GTY’s ordinary shares in connection with the business combination, the aggregate amount of cash or cash equivalents in the trust account is less than the CityBase Necessary Cash Amount. In the event the CityBase Agreement is terminated under specified circumstances, subject to certain exceptions, GTY will promptly reimburse up to 50% of the transaction expenses of CityBase, up to a maximum of  $400,000.
The CityBase Agreement was amended as described under the heading “Amendments to Transaction Documents,” below, which modified certain of the conditions and termination provisions described above.
CityBase Letter Agreements
On October 10, 2018, in connection with the CityBase Transaction, GTY entered into the CityBase Letter Agreements with certain investors in CityBase who purchased an aggregate of  $7.95 million of CityBase’s Series C Preferred Stock in September 2018. Pursuant to the CityBase Agreement, GTY will deliver to these CityBase Investors at the CityBase Closing, an amount of cash equal to its pro rata portion (based on such CityBase Investor’s ownership of the fully diluted equity of CityBase) of the earn-out amount contemplated by the CityBase Agreement. The CityBase Letter Agreements provide that upon receipt of the CityBase Earn-out Payment, each such CityBase Investor will have the right, but not the obligation, to purchase the number of shares of New GTY common stock equal to the CityBase Earn-out
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Payment divided by $10.00. Each CityBase Investor will be entitled to certain registration rights with respect to any shares of New GTY common stock issued pursuant to the CityBase Letter Agreements. GTY has also agreed to use commercially reasonable efforts to file a registration statement with the SEC covering the resale of any shares of New GTY common stock issued pursuant to the CityBase Letter Agreements within seven days after the CityBase Closing.
eCivis Agreement
Pursuant to the eCivis Agreement, upon the terms and subject to the conditions set forth therein, at the eCivis Closing, eCivis Merger Sub will merge with and into eCivis, with eCivis surviving the merger as a direct, wholly-owned subsidiary of New GTY.
Upon consummation of the eCivis Transaction, New GTY will (i) pay the eCivis Holders an aggregate of up to $25,000,000 in cash, subject to certain customary adjustments contained in the eCivis Agreement, including an increase for cash and a reduction for indebtedness of eCivis at the time of the eCivis Closing, and (ii) issue to the eCivis Holders a number of shares of New GTY common stock with an aggregate fair market value equal to $25,000,000 based on the volume weighted average price of GTY’s ordinary shares for the 30 trading days immediately prior to the eCivis Closing.
In addition, eCivis Holders may receive, following the eCivis Closing and based on eCivis’s revenues and EBITDA for the year ended December 31, 2020, an earn-out payment equal to a number of New GTY common stock with a value of up to $50,000,000 on the date of issuance. GTY has agreed to use commercially reasonable efforts to file a registration statement on Form S-3 covering the resale of any eCivis Earn-out Shares and the other shares to be issued in connection with the eCivis Closing.
The parties to the eCivis Agreement have made customary representations, warranties and covenants in the eCivis Agreement, including, among others, covenants with respect to the conduct of eCivis during the period between execution of the eCivis Agreement and the eCivis Closing.
The eCivis Closing is subject to certain conditions, including, among others, (i) approval by GTY’s shareholders of, among other things, the eCivis Agreement and the eCivis Transaction; (ii) the redemption of any of GTY’s ordinary shares in connection with the business combination will have been completed and GTY will have no less than the eCivis Necessary Cash Amount; (iii) each eCivis Holder will have delivered to GTY a duly executed lock-up agreement in the form attached to the eCivis Agreement; (iv) no more than 5% of the eCivis Shares will be held by eCivis Holders dissenting from the eCivis Transaction and requiring appraisal of such shares; (v) no more than 5% of the eCivis Shares will be Cash-out Shares (as defined in the eCivis Agreement); (vi) the eCivis Holders entitled to approve and adopt the eCivis Agreement will have approved and adopted the eCivis Agreement pursuant to a written consent by 12:00 p.m. Eastern Time on the date after the date of the eCivis Agreement; and (vii) the transactions contemplated by the other Transaction Documents will have closed or will close substantially simultaneously with the eCivis Closing.
If the gross proceeds made available to GTY from any Alternative Financing Sources and the amount of funds in the Trust Account is at least $325,000,000, $5,000,000 of the overall consideration payable to eCivis’ shareholders will be payable in cash rather than shares of New GTY common stock increasing the aggregate cash consideration payable to the eCivis Holders to $27,000,000 and decreasing the number of shares payable to eCivis Holders to a number of shares with a fair market value equal to $23,000,000 based on the volume weighted average price of GTY's ordinary shares for the 30 trading days immediately prior to the eCivis Closing.
The eCivis Agreement may be terminated under certain circumstances, including, among others: (i) by mutual written consent of each party; (ii) by either GTY or eCivis if the eCivis Closing has not occurred on or before 5:00 p.m. Eastern Time on March 31, 2019; provided, however, that the right to terminate the eCivis Agreement under this provision will not be available to any party whose failure to fulfill, or whose affiliate’s failure to fulfill on its behalf, any material obligation or condition under the eCivis Agreement has been the cause of, or resulted in, the failure of the eCivis Closing to occur on or before such date; (iii) by either GTY or eCivis if GTY’s shareholders have not approved the eCivis Agreement and the eCivis Transaction; (iv) by either GTY or eCivis if, following the redemption of any of GTY’s ordinary shares in connection with the business combination, the aggregate amount of cash or cash equivalents in the trust account is less than the eCivis Necessary Cash Amount; and (v) by GTY if the written consent of eCivis
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Holders to approve and adopt the eCivis Agreement is not executed and delivered to GTY by 12:00 p.m. Eastern Time on the day after the date of the eCivis Agreement. In the event the eCivis Agreement is terminated, subject to certain exceptions, GTY will promptly reimburse up to 50% of the transaction expenses of eCivis up to a maximum of  $400,000.
The eCivis Agreement was amended as described under the heading “Amendments to Transaction Documents,” below, which modified certain of the conditions and termination provisions described above.
Open Counter Agreement
Pursuant to the Open Counter Agreement, upon the terms and subject to the conditions set forth therein, at the Open Counter Closing, Open Counter Merger Sub will merge with and into Open Counter, with Open Counter surviving the merger as a direct, wholly-owned subsidiary of New GTY.
Upon consummation of the Open Counter Transaction, New GTY will pay the Open Counter Holders an aggregate of up to (i) $12,500,000 in cash, subject to certain customary adjustments contained in the Open Counter Agreement, including an increase for cash and a reduction for indebtedness of Open Counter at the time of the Open Counter Closing, and (ii) 1,650,000 shares of New GTY common stock, less the any shares payable to Open Counter Holders dissenting from the Open Counter Transaction and requiring appraisal of their shares.
The parties to the Open Counter Agreement have made customary representations, warranties and covenants in the Open Counter Agreement, including, among others, covenants with respect to the conduct of Open Counter during the period between execution of the Open Counter Agreement and the Open Counter Closing.
The Open Counter Closing is subject to certain conditions, including, among others, (i) approval by GTY’s shareholders of, among other things, the Open Counter Agreement, the Open Counter Transaction and the other proposals set forth in the proxy statement/prospectus on Form S-4 relating to the business combination; (ii) that the redemption of any of GTY’s ordinary shares in connection with the business combination will have been completed and GTY will have no less than the Open Counter Necessary Cash Amount; (iii) that each Open Counter Holder will have delivered to GTY a duly executed lock-up agreement in the form attached to the Open Counter Agreement; (iv) that no more than 5% of the Open Counter Shares will be held by Open Counter Holders dissenting from the Open Counter Transaction and requiring appraisal of such shares; (v) that no more than 5% of the Open Counter Shares will be Cash-Out Shares (as defined in the Open Counter Agreement); (vi) the approval and adoption of the Open Counter Agreement by the Founders (as defined in the Open Counter Agreement) pursuant to a written consent no later than 12:00 p.m. Eastern Time on the date after the date of the Open Counter Agreement; and (vii) the transactions contemplated by the other Transaction Documents will have closed or will close substantially simultaneously with the Open Counter Closing.
If the gross proceeds made available to GTY from any Alternative Financing Sources and the amount of funds in the Trust Account is at least $325,000,000, $2,000,000 of the overall consideration payable to two Open Counter shareholders will be payable in cash rather than in shares of New GTY common stock increasing the aggregate cash consideration payable to the Open Counter Holders to $14,500,000 and decreasing the number of shares payable to Open Counter to 1,450,000 shares of New GTY.
The Open Counter Agreement may be terminated under certain circumstances, including, among others: (i) by mutual written consent of each party; (ii) by either GTY or Open Counter if the Open Counter Closing has not occurred on or before 5:00 p.m. Eastern Time on March 31, 2019; provided, however, that the right to terminate the Open Counter Agreement under this provision will not be available to any party whose failure to fulfill, or whose affiliate’s failure to fulfill on its behalf, any material obligation or condition under the Open Counter Agreement has been the cause of, or resulted in, the failure of the Open Counter Closing to occur on or before such date; (iii) by either GTY or Open Counter if GTY’s shareholders have not approved the Open Counter Agreement, the Open Counter Transaction and the other proposals set forth in the proxy statement/prospectus on Form S-4 relating to the business combination; (iv) by either GTY or Open Counter if, following the redemption of any of GTY’s ordinary
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shares in connection with the business combination, the aggregate amount of cash or cash equivalents in the trust account is less than the Open Counter Necessary Cash Amount; and (v) by GTY if the Open Counter Holder Consent is not executed and delivered to GTY by 12:00 p.m. Eastern Time on the day after the date of the Open Counter Agreement.
The Open Counter Agreement was amended as described under the heading “Amendments to Transaction Documents,” below, which modified certain of the conditions and termination provisions described above.
Questica Agreement
Pursuant to the Questica Agreement, upon the terms and subject to the conditions set forth therein, at the Questica Closing, Questica Exchangeco will acquire all of the issued and outstanding shares of Questica, such that Questica will become an indirect, wholly-owned subsidiary of New GTY.
Upon consummation of the Questica Transaction, New GTY will (i) pay the Questica Holders an aggregate of up to $54,000,000 in cash, subject to certain customary adjustments contained in the Questica Agreement, including an increase for cash and a reduction for indebtedness of Questica at the time of the Questica Closing, and (ii) an aggregate of 2,600,000 Class A Exchangeable Shares in the capital stock of Questica Exchangeco and 1,000,000 Class B Exchangeable Shares in the capital stock of Questica Exchangeco, each of which is exchangeable into shares of New GTY common stock.
The parties to the Questica Agreement have made customary representations, warranties and covenants in the Questica Agreement, including, among others, covenants with respect to the conduct of Questica during the period between execution of the Questica Agreement and the Questica Closing.
The Questica Closing is subject to certain conditions, including, among others, (i) approval by GTY’s shareholders of, among other things, the Questica Agreement and the Questica Transaction; (ii) the redemption of any of GTY’s ordinary shares in connection with the business combination will have been completed and GTY will have no less than the Questica Necessary Cash Amount; (iii) each Questica Holder will have delivered to GTY a duly executed lock-up agreement in the form attached to the Questica Agreement; and (iv) the transactions contemplated by the other Transaction Documents will have closed or will close substantially simultaneously with the Questica Closing.
In the event that the gross proceeds made available to GTY from any Alternative Financing Sources and the amount of funds in the Trust Account is at least $325,000,000, $6,000,000 of the overall consideration payable to Questica Holders will be payable in cash rather than shares of New GTY common stock increasing the aggregate cash consideration payable to the Questica Holders to $60,000,000 and decreasing the number of shares payable to Questica Holders to 2,000,000 Class A Exchangeable Shares. The number of Class B Exchangeable Shares will remain unchanged.
The Questica Agreement may be terminated under certain circumstances, including, among others: (i) by mutual written consent of each party; (ii) by either GTY or Questica if the Questica Closing has not occurred on or before 5:00 p.m. Eastern Time on March 31, 2019; provided, however, that the right to terminate the Questica Agreement under this provision will not be available to any party whose failure to fulfill, or whose affiliate’s failure to fulfill on its behalf, any material obligation or condition under the Questica Agreement has been the cause of, or resulted in, the failure of the Questica Closing to occur on or before such date; (iii) by either GTY or Questica if GTY’s shareholders have not approved the Questica Agreement and the Questica Transaction; and (iv) by GTY or Questica if, following the redemption of any of GTY’s ordinary shares in connection with the business combination, the aggregate amount of cash or cash equivalents in the trust account is less than the Questica Necessary Cash Amount.
The Questica Agreement was amended as described under the heading “Amendments to Transaction Documents,” below, which modified certain of the conditions and termination provisions described above.
Sherpa Agreement
Pursuant to the Sherpa Agreement, upon the terms and subject to the conditions set forth therein, at the Sherpa Closing, the Sherpa Holders will sell to GTY and GTY will purchase from the Sherpa Holders all of the Sherpa Units owned by the Sherpa Holders.
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Upon consummation of the Sherpa Transaction, New GTY will pay to the Sherpa Holders up to an aggregate of  $8,000,000 in cash, subject to certain customary adjustments contained in the Sherpa Agreement, including an increase for cash and a reduction for indebtedness of Sherpa at the time of the Sherpa Closing. In addition, following the Sherpa Closing and based on Sherpa’s revenues for the years ended December 31, 2019 and 2018, the Sherpa Holders may receive, in the aggregate, an earn-out payment equal to a number of shares of New GTY common stock with a value equal to $2,000,000 on the date of issuance. GTY has agreed to use commercially reasonable efforts to file a registration statement on Form S-3 covering the resale of any Sherpa Earn-out Shares.
The parties to the Sherpa Agreement have made customary representations, warranties and covenants in the Sherpa Agreement, including, among others, covenants with respect to the conduct of Sherpa during the period between execution of the Sherpa Agreement and the Sherpa Closing.
The Sherpa Closing is subject to certain conditions, including, among others, (i) approval by GTY’s shareholders of, among other things, the Sherpa Agreement, the Sherpa Transaction and the other proposals set forth in the proxy statement/prospectus on Form S-4 relating to the business combination; (ii) the redemption of any of GTY’s ordinary shares in connection with the business combination will have been completed and GTY will have no less than the Sherpa Necessary Cash Amount; (iii) each Sherpa Holder will have delivered to GTY a duly executed lock-up agreement in the form attached to the Sherpa Agreement; and (iv) the transactions contemplated by the other Transaction Documents will have closed or will close substantially simultaneously with the Sherpa Closing.
The Sherpa Agreement may be terminated under certain circumstances, including, among others: (i) by mutual written consent of each party; (ii) by either GTY or Sherpa if the Closing has not occurred on or before 5:00 p.m. Eastern Time on March 31, 2019; provided, however, that the right to terminate the Sherpa Agreement under this provision will not be available to any party whose failure to fulfill, or whose affiliate’s failure to fulfill on its behalf, any material obligation or condition under the Sherpa Agreement has been the cause of, or resulted in, the failure of the Sherpa Closing to occur on or before such date; (iii) by either GTY or Sherpa if GTY’s shareholders have not approved the Sherpa Agreement and the other proposals set forth in the proxy statement/prospectus on Form S-4 relating to the business combination; and (iv) by either GTY or Sherpa if, following the redemption of any of GTY’s ordinary shares in connection with the business combination, the aggregate amount of cash or cash equivalents in the trust account is less than the Sherpa Necessary Cash Amount.
The Sherpa Agreement was amended as described under the heading “Amendments to Transaction Documents,” below, which modified certain of the conditions and termination provisions described above.
Amendments to Transaction Documents
On October 31, 2018, GTY entered into amendments to each of the Transaction Documents with the Targets to, among other things, (i) provide that the Necessary Cash Amount (as defined in each Transaction Document) may be met by aggregating (x) amounts held in the trust account and (y) any Alternative Financing Sources; (ii) provide that a Target may not terminate its respective Transaction Document due to a breach by GTY of any representation, warranty, covenant or agreement arising from the entry into or consummation of an agreement with an Alternative Financing Source; and (iii) amend the termination right in the event that, following redemptions of GTY’s ordinary shares in connection with the business combination, the aggregate amount of cash or cash equivalents in the trust account and/or available from Alternative Financing Sources is less than the Necessary Cash Amount, to provide that such right may not be exercised prior to January 18, 2019.
On December 28, 2018, GTY entered into amendments to each of the Transaction Documents with the Targets to, among other things, lower the Necessary Cash Amount (as defined in each Transaction Document), to $270,000,000 and to provide for alternate mixes of cash and shares of New GTY common stock payable should the amount of cash available to GTY from any Alternative Financing Sources and the amount of funds in the Trust Account be less than $325,000,000 but greater than $270,000,000.
Private Placement
In order to help meet the condition that we have at least $270 million of cash available upon the closing of the business combination, we have entered into subscription agreements with PIPE investors,
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substantially in the form of Annex M to this proxy statement/prospectus each dated as of January 9, 2019, pursuant to which such investors have agreed to purchase, immediately prior to the closing of the business combination, an aggregate of 6,656,238 Class A ordinary shares at a price of  $10.00 per share, or an aggregate cash purchase price of  $66,562,380, subject to certain conditions, including the approval of the business combination. Our sponsor will surrender to GTY for cancellation at no cost 124,214 Class B ordinary shares and GTY will issue an additional 124,214 Class A ordinary shares in the aggregate to certain of such investors in consideration of their subscriptions. We may enter into subscription agreements with Additional PIPE investors to offset any potential redemptions in connection with the business combination.
Background of the Business Combination
The terms of the business combination are the result of negotiations among the representatives of GTY, Questica, Bonfire, Sherpa, Open Counter, eCivis, and CityBase. The following is a brief description of the background of these negotiations and the resulting Business Combination.
GTY is a blank check company incorporated in the Cayman Islands on August 11, 2016 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We have sought to capitalize on the substantial deal sourcing, investing and operating expertise of our management team to identify and combine with businesses with high growth potential in the United States or internationally.
On November 1, 2016, we consummated our initial public offering, of 55,200,000 units, with each unit consisting of one Class A ordinary share and one-third of one warrant, each whole warrant entitling the holder thereof to purchase one Class A ordinary share at an exercise price of  $11.50 per share. The units in our initial public offering were sold at an offering price of  $10.00 per unit, generating total gross proceeds of $552,000,000.
Simultaneous with the consummation of our initial public offering, we consummated the private sale of 8,693,334 private placement warrants to the Sponsor at a purchase price of  $1.50 per private placement warrant, generating gross proceeds to the Company of approximately $13,040,000.
After deducting underwriting discounts and commissions and offering expenses, $552,000,000 of the proceeds of our initial public offering and the private placement of sponsor warrants (or $10.00 per unit sold in our initial public offering) was placed in a trust account with Continental Stock Transfer & Trust Company as trustee. The trust proceeds are invested in U.S. government treasury bills with a maturity of 180 days or less or money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, which invest only in direct U.S. government treasury obligations.
Initially, our Sponsor and our officers and directors agreed that we must complete our initial business combination by November 1, 2018, which was 24 months from the closing of our initial public offering. As further discussed below, on October 30, 2018, our shareholders approved the Extension Amendment Proposal (as defined below and as further described in the definitive proxy statement we filed with the SEC on October 11, 2018 relating to our extraordinary general meeting held on October 30, 2018 (the “Extension Meeting”)). At the Extension Meeting, our shareholders approved the Extension Amendment Proposal, which, among other things, extended the date by which we must (i) consummate a business combination, or (ii) cease our operations if we fail to complete such business combination and redeem all of our ordinary shares included as part of the units sold in our initial public offering, from November 1, 2018 to May 1, 2019.
Except for a portion that may be released to us to pay any income or franchise taxes, none of the funds held in the trust account will be released until the earlier of the completion of our initial business combination and the redemption of 100% of our public shares if we are unable to consummate a business combination by May 1, 2019.
As of September 30, 2018, no cash had been withdrawn from the trust account. On October 30, 2018, in connection with the Extension Amendment Proposal, GTY’s public shareholders had the right to elect to redeem their public shares for a per share price, payable in cash, based upon the aggregate amount then on
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deposit in GTY’s trust account. In connection therewith, public shareholders of GTY holding 34,011,538 ordinary shares validly elected to redeem their public shares and, accordingly, after giving effect to such redemptions, the balance in GTY’s trust account was approximately $216.8 million.
Prior to the consummation of our initial public offering, neither GTY, nor anyone on its behalf, contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to such a transaction with GTY.
After our initial public offering, our officers and directors commenced an active search for prospective businesses or assets to acquire in our initial business combination. Representatives of GTY were contacted by, and representatives of GTY contacted, numerous individuals and entities who offered to present ideas for business combination opportunities. Our officers and directors and their affiliates actively searched for and identified potential business combination targets.
Our officers and directors determined that the public sector, specifically the state and local government market, offered the best cross-section of companies that fit GTY’s desired financial profile while delivering the key thematic information technology (IT) trends it sought. On December 9, 2016, GTY sent out its first confidentiality agreement to a public sector company. On February 9, 2017, GTY reached out to a private equity firm which owns one of the leading public sector enterprise resource planning (ERP) companies. GTY held serious discussions with approximately 15 companies in the public sector, ultimately electing to acquire six of them. Of the companies with which we ultimately did not proceed to the execution of a definitive agreement, several declined our final proposal citing price or a desire to stay private, several decided to pursue other offers, and the remainder did not respond to our term sheet and/or we decided not to pursue upon further diligence.
In the spring of 2017, Mr. You worked with bankers at Citigroup Global Markets, Inc., or Citigroup, the underwriters of GTY’s initial public offering, to construct a valuation model to determine the efficacy and valuation of different combinations of public sector private companies. This model was used throughout the process to determine the fair price for each company by looking at its standalone strategic and financial merits and how it might be accretive or dilutive to the valuation of the rest of the potential combination.
Bonfire
On May 1, 2018, Harry You sent Corry Flatt, Bonfire’s Chief Executive Officer, a non-disclosure agreement. On May 2, 2018, Bonfire and GTY executed the non-disclosure agreement.
Shortly thereafter, on May 10, 2018, Harry You met with Corry Flatt at Bonfire’s headquarters in Waterloo, Ontario. During the meeting, Bonfire provided a company presentation which detailed the company’s operations.
On May 17, 2018 following discussions with Bonfire, GTY presented a letter of intent to Bonfire. The letter of intent contemplated GTY’s offer to enter into a business combination with Bonfire.
On May 31, 2018, Corry Flatt described the letter of intent, GTY and his view of the opportunity to Bonfire board members Tom Aitchison and Michael Neril in San Francisco.
On June 6, 2018, Harry You presented a revised letter of intent to Corry Flatt with a notional transaction valuation and proposed cash/equity split.
On June 8, 2018, Corry Flatt updated Michael Brown and other Bonfire board members as to the proposed transaction terms by telephone.
On June 14, 2018, Corry Flatt visited Stephen Rohleder in Austin, Texas, where they discussed the future GTY operating model.
On June 15, 2018, Corry Flatt held a Bonfire board call to further discuss GTY’s interest and make a decision on engaging in letter of intent negotiations in earnest.
On June 22, 2018, Corry Flatt, Harry You, and counsel for GTY and Bonfire held a call to discuss the letter of intent and key legal details.
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On June 27, 2018, Harry You and Citigroup representatives shared their valuation model for the equity portion of the proposed deal on a call with Corry Flatt and representatives from Bonfire’s board, Michael Brown (of Battery Ventures) and Ben Johnson (of Battery Ventures).
On June 29, 2018, Corry Flatt held a Bonfire board call to further discuss GTY’s interest, letter of intent and valuation range.
On July 3, 2018, Harry You presented the final letter of intent to Corry Flatt, including a detailed valuation, cash/equity split, and earnout values.
On July 3, 2018, Corry Flatt convened the Bonfire board and requested authorization to execute the letter of intent with GTY and begin the due diligence process.
On July 4, 2018, Bonfire and GTY executed the letter of intent.
On July 10, 2018, the parties began legal and technical due diligence.
On August 21, 2018, GTY hosted an introductory meeting for each of the Targets, which included Corry Flatt of Bonfire. The introductory meeting was held in New York City for the purpose of introducing the Targets to one another.
On August 27, 2018, Carter Glatt held an on-site diligence meeting with Bonfire’s management team. Harry You joined via conference. At the on-site diligence meeting, GTY reviewed the company’s financial model and asked remaining diligence questions.
On September 12, 2018, the parties executed the Bonfire Agreement.
On October 31, 2018, Bonfire and GTY entered into an amendment to the Bonfire Agreement to provide, among other things, that the Necessary Cash Amount (as defined in the Bonfire Agreement) may be met by aggregating the amounts held in the trust account with Alternative Financing Sources.
During the later half of December 2018, Bonfire and GTY discussed entering into an amendment to the Bonfire Agreement to alter the mix of cash and stock consideration payable to the Bonfire Holders.
On December 28, 2018, GTY and Bonfire entered into Amendment No. 2 to the Bonfire Agreement to, among other things, reduce the amount of cash consideration payable to the Bonfire Holders by $2,000,000 while simultaneously increasing the number of shares of New GTY common stock payable to the Bonfire Holders (with an aggregate value equal to $2,000,000) in the event that the gross proceeds made available to GTY from any Alternative Financing Sources and the amount of funds in the Trust Account is less than $325 million at Closing. Amendment No. 2 to the Bonfire Agreement also amended a closing condition to reduce the amount of cash required to be available to GTY from $325 million to $270 million.
Questica
On March 12, 2018, Harry You and Craig Ross of Questica discussed the possibility of undertaking a transaction. Craig Ross executed a non-disclosure agreement on behalf of Questica with GTY. On March 26, 2018, Craig Ross sent Questica’s financial statements to Harry You via email.
On May 10, 2018, Harry You met with the CEO of Questica, TJ Parass, at its headquarters in Burlington, Ontario. At an off-site location, Questica provided a product demonstration, as a well as a company presentation, with representatives from Citigroup participating by phone.
Shortly thereafter, on May 16, 2018, GTY presented Questica with a letter of intent, which they then presented to their board. The letter of intent contemplated GTY’s offer to enter into a business combination with Questica.
On May 18, 2018, a meeting was held among TJ Parass, Craig Ross, Harry You, Carter Glatt, representatives from Citigroup and GTY’s counsel to discuss the terms of the letter of intent.
On May 31, 2018, Questica and GTY executed the letter of intent.
In June and July of 2018, GTY undertook a due diligence review of Questica.
From August 3, 2018 to August 18, 2018, the parties negotiated the terms of the Questica Agreement.
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On August 6, 2018, Harry You shared proposed details of the GTY incentive plan with Questica.
On August 21, 2018 GTY hosted an introductory meeting for each of the six Targets, which included TJ Parass and Craig Ross of Questica. The introductory meeting was held in New York for the purpose of introducing the Targets to their counterparts.
On August 27, 2018, Carter Glatt held an on-site diligence meeting with Questica’s management team. Harry You joined via conference. At the on-site diligence meeting, GTY reviewed the company’s financial model and asked remaining diligence questions.
On August 28, 2018, GTY and Questica entered into an extension of the letter of intent.
On September 12, 2018, the parties executed the Questica Agreement.
On October 31, 2018, Questica and GTY entered into an amendment to the Questica Agreement to provide, among other things, that the Necessary Cash Amount (as defined in the Questica Agreement) may be met by aggregating the amounts held in the trust account with Alternative Financing Sources.
During the later half of December 2018, Questica and GTY discussed entering into an amendment to the Questica Agreement to alter the mix of cash and stock consideration payable to the Questica Holders.
On December 28, 2018, GTY and Questica entered into Amendment No. 2 to the Questica Agreement to, among other things, reduce the amount of cash consideration payable to the Questica Holders by $6,000,000 while simultaneously increasing the number of shares of New GTY common stock payable to the Questica Holders (with an aggregate value equal to $6,000,000) in the event that the gross proceeds made available to GTY from any Alternative Financing Sources and the amount of funds in the Trust Account is less than $325,000,000 at Closing. Amendment No. 2 to the Questica Agreement also amended a closing condition to reduce the amount of cash required to be available to GTY from $325 million to $270 million.
Sherpa
On June, 4, 2018, Harry You sent David Farrell, Sherpa’s CEO, a non-disclosure agreement. On June 4, 2018, Sherpa and GTY executed the non-disclosure agreement.
On June 6, 2018, Harry You had an introductory phone call with David Farrell. On the phone call, the GTY structure and Mr. Farrell’s career and financial objectives were discussed. David Farrell presented high-level financial details and information on how a potential deal could be structured.
On June 7, 2018, Harry You presented materials introducing GTY.
On June 11, 2018, Sherpa provided company financial statements and customer information. This included data on accounting rate of return (ARR), income statements for the past three years, projections for 3 years, compensation overview, and services and license backlog.
On June 11, 2018, David Farrell proposed a transaction valued at $10,000,000 based on Sherpa’s current and projected levels of accounting rate of return and strong growth in 2017-2018. Harry You proposed a combination of cash and earn-out consideration, along with stock incentives for employees, which such proposal was agreed to in principle by David Farrell.
On June 13, 2018, GTY presented a letter of intent to Sherpa, which contemplated GTY’s offer to enter into a business combination with Sherpa.
Shortly thereafter, on June 15, 2018, Sherpa and GTY entered into the letter of intent.
On July 16, 2018, Harry You and Carter Glatt held a diligence call with Sherpa’s management team. The company’s financial model was discussed on the diligence call.
On August 21, 2018, GTY hosted an introductory meeting for all six Targets, which included David Farrell of Sherpa. The introductory meeting was held in New York for the purpose of introducing the Targets to their counterparts.
On September 12, 2018, the parties executed the Sherpa Agreement.
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On October 31, 2018, Sherpa and GTY entered into an amendment to the Sherpa Agreement to provide, among other things, that the Necessary Cash Amount (as defined in the Sherpa Agreement) may be met by aggregating the amounts held in the trust account with Alternative Financing Sources.
During the later half of December 2018, Sherpa and GTY discussed entering into an amendment to the Sherpa Agreement to change a closing condition that would reduce the amount of cash required to be available to GTY from $325 million to $270 million.
On December 28, 2018, GTY and Sherpa entered into Amendment No. 2 to the Sherpa Agreement to do just that.
Open Counter
On May 22, 2018, Harry You sent Joel Mahoney a non-disclosure agreement. On June 18, 2018, Open Counter and GTY executed the non-disclosure agreement.
On June 27, 2018, Open Counter provided its financial statements to GTY.
On July 3, 2018, GTY presented a letter of intent to Open Counter which contemplated GTY’s offer to enter into a business combination with Open Counter. The letter of intent contemplated an acquisition of Open Counter by GTY for total consideration of  $25 million, as had been discussed on July 2, 2018 by Harry You and Joel Mahoney.
On July 7, 2018, Harry You met with the Co-Founders of Open Counter, Joel Mahoney and Peter Koht, in San Diego, California. During the meeting, Open Counter provided a company presentation which detailed the company’s operations. Open Counter proposed an increased purchase price of  $30 million.
On July 18, 2018, Harry You, Joel Mahoney and Peter Koht discussed additional growth prospects in connection with a proposed transaction and reached a negotiated purchase price of  $29 million.
On July 21, 2018, Open Counter and GTY executed the letter of intent.
On August 21, 2018, GTY hosted an introductory meeting for each of the six Targets, which included Joel Mahoney and Peter Koht of Open Counter. The introductory meeting was held in New York for the purpose of introducing the Targets to their counterparts.
On August 31, 2018, Harry You and Carter Glatt held a diligence call with Open Counter’s management team. The company’s financial model was discussed on the diligence call.
On September 12, 2018, the parties executed the Open Counter Agreement.
On October 31, 2018, Open Counter and GTY entered into an amendment to the Open Counter Agreement to provide, among other things, that the Necessary Cash Amount (as defined in the Open Counter Agreement) may be met by aggregating the amounts held in the trust account with Alternative Financing Sources.
During the later half of December 2018, Open Counter and GTY discussed entering into an amendment to the Open Counter Agreement to alter the mix of cash and stock consideration payable to the Open Counter Holders.
On December 28, 2018, GTY and Open Counter entered into an Amended and Restated Open Counter Agreement to, among other things reduce the amount of cash consideration payable to the Open Counter Holders by $2,000,000 while simultaneously increasing the number of shares of New GTY common stock payable to the Open Counter Holders (with an aggregate value equal to $2,000,000) in the event that the gross proceeds made available to GTY from any Alternative Financing Sources and the amount of funds in the Trust Account is less than $325,000,000 at Closing. The Amended and Restated Open Counter Agreement also amended a closing condition to reduce the amount of cash required to be available to GTY from $325 million to $270 million.
eCivis
On April 17, 2018, Harry You had an introductory phone call with James Ha, CEO of eCivis.
On May 29, 2018, Harry You had a follow-up phone call with James Ha, CEO of eCivis.
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On May 29, 2018, Mr. You sent Mr. Ha a non-disclosure agreement. On June 1, 2018, eCivis and GTY executed the non-disclosure agreement.
On June 4, 2018, James Ha provided Harry You with information about eCivis, its business strategy, and financial projections through fiscal year 2020.
On June 7, 2018, Harry You provided James Ha with an outline of the proposed transaction framework. Mr. Ha proposed a modification to the proposed earn-out schedule.
On June 8, 2018, Harry You had an introductory phone call with the principal shareholder of eCivis, Kirk Fernandez. On the call, Mr. You detailed the GTY structure and transaction mechanism.
Shortly thereafter, on June 11, 2018, GTY presented eCivis a letter of intent which contemplated GTY’s offer to enter into a business combination with eCivis.
On June 14, 2018, Carter Glatt held a diligence session onsite at eCivis’ Pasadena office with James Ha, the company’s CEO, as well as other key members of their management team. Harry You joined via conference call. At the on-site diligence meeting, GTY reviewed the company’s financial model and asked remaining diligence questions.
On and prior to June 15, 2018, Mr. You and Mr. Fernandez negotiated the thresholds to trigger the various earnout payments.
On June 15, 2018, eCivis and GTY executed the letter of intent, which contemplated GTY’s offer to purchase eCivis, after negotiation of terms.
On August 21, 2018, GTY hosted an introductory meeting for each of the six Targets, which included James Ha of eCivis and Kirk Fernandez and Jeremy Johnson of Fernandez Holdings. The introductory meeting was held in New York for the purpose of introducing the Targets to their counterparts.
On August 28, 2018, Carter Glatt held an on-site diligence meeting with eCivis’ management team. Harry You joined via conference call. At the on-site diligence meeting, GTY reviewed the company’s financial model and asked remaining diligence questions.
On September 12, 2018, the parties executed the eCivis Agreement.
On October 31, 2018, eCivis and GTY entered into an amendment to the eCivis Agreement to provide, among other things, that the Necessary Cash Amount (as defined in the eCivis Agreement) may be met by aggregating the amounts held in the trust account with Alternative Financing Sources.
During the later half of December 2018, eCivis and GTY discussed entering into an amendment to the eCivis Agreement to alter the mix of cash and stock consideration payable to the eCivis Holders.
On December 28, 2018, GTY and eCivis entered into an Amended and Restated eCivis Agreement to, among other things reduce the amount of cash consideration payable to the eCivis Holders by $5,000,000 while simultaneously increasing the number of shares of New GTY common stock payable to the eCivis Holders (with an aggregate value equal to $5,000,000) in the event that the gross proceeds made available to GTY from any Alternative Financing Sources and the amount of funds in the Trust Account is less than $325,000,000 at Closing. The Amended and Restated eCivis Agreement also amended a closing condition to reduce the amount of cash required to be available to GTY from $325 million to $270 million.
On January 8, 2019, GTY and eCivis entered into an amendment to the eCivis Agreement to, among other things, place into escrow $1 million of the cash consideration otherwise payable to eCivis Holders at the eCivis Closing in order to cover certain obligations of eCivis owed to a third party.
CityBase
On May 30, 2018, Harry You, Chief Financial Officer of GTY, sent Mike Duffy, Chief Executive Officer of CityBase, a non-disclosure agreement, which non-disclosure agreement CityBase executed on June 4, 2018.
On July 7, 2018, Mr. You spoke telephonically with Mr. Duffy and Leo Brubaker, President of CityBase, and discussed a potential valuation range for a transaction.
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On July 9, 2018, Mr. You, Stephen Rohleder, a member of the GTY board of directors, and Carter Glatt, Senior Vice President, Corporate Development of GTY, had a breakfast meeting with Messrs. Duffy and Brubaker, in Chicago. At the meeting, CityBase management discussed operational plans for CityBase.
After breakfast Messrs. You, Rohleder and Glatt met the rest of the CityBase management team at CityBase’s office for a company presentation.
On July 14, 2018, GTY presented a letter of intent to CityBase which contemplated GTY’s offer to enter into a business combination with CityBase. The initial offer included cash consideration of  $100 million at closing and up to $60 million in shares of GTY stock structured in the form of an earn-out.
On July 17, 2018, Mr. You met with Method Capital, one of CityBase’s largest shareholders. At the meeting from Method Capital were William Wolf, Managing Partner, and Terry Diamond, Partner and CityBase Board Member. The meeting consisted of discussions regarding transaction structure.
After their meeting, Mr. You visited CityBase’s office and met with Messrs. Diamond, Duffy and Brubaker. While at CityBase’s office, Mr. You received a detailed diligence presentation and description of key issues for each of CityBase’s stakeholders.
On July 22, 2018, Messrs. You, Duffy and Brubaker held a conference call to discuss the terms of the letter of intent, including, but not limited to, the earn-out consideration, management equity rollover, the employee equity pool and mechanics surrounding working capital and debt adjustments upon closing of the CityBase Transaction.
On July 24, 2018, Messrs. You and Brubaker held a telephone conference to discuss CityBase’s need, in order for CityBase to continue negotiations with GTY, for the flexibility to continue to raise additional capital. Messrs. You and Brubaker discussed terms under which GTY could potentially assist CityBase in completing a $10 million Series C round of financing.
From July 24 to July 26, 2018, representatives of GTY, CityBase, Winston & Strawn LLP, as legal counsel to GTY, and Perkins Coie LLP, as legal counsel to CityBase, negotiated the remaining terms of the letter of intent, including the agreement by GTY to facilitate the completion of financing in the amount of at least $10 million in common or preferred stock, with funding in two tranches, the second tranche to be funded no later than October 15, 2018.
On July 26, 2018, CityBase and GTY executed the letter of intent.
Shortly thereafter, GTY assisted in arranging the Series C financing by introducing CityBase to several investor groups as well as to a placement agent, Protocol Capital Management.
On August 7, 2018, CityBase and GTY entered into a new non-disclosure agreement.
A few weeks later, on August 21, 2018, GTY hosted the aforementioned introductory meeting for each of the Targets, which included Messrs. Duffy and Brubaker, and Liz Fischer, Chief Marketing Officer of CityBase.
On August 22, the letter of intent was amended to extend the date by which the funding of the first tranche of Series C financing needed to occur from August 19 to September 4, 2018.
On August 26, 2018, Mr. Glatt held an on-site diligence meeting with CityBase’s management team. Mr. You participated via telephone. At the on-site diligence meeting, GTY reviewed the company’s financial model and asked related diligence questions.
On September 4, 2018, CityBase completed the initial closing of its Series C financing, in the amount of  $5 million. Mr. Rohleder and Charles Wert, a member of the GTY board of directors, invested approximately $2 million and $750,000, respectively.
On September 7, 2018, the letter of intent was amended to extend the date by which the financing of the Series C financing needed to occur from September 4 to September 10, 2018.
On September 12, 2018, the parties executed the CityBase Agreement.
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On September 14, 2018, CityBase completed a subsequent closing of its Series C financing, in the amount of  $5.7 million.
On October 10, 2018, GTY entered into the CityBase Letter Agreements with the CityBase Investors.
On October 31, 2018, CityBase and GTY entered into an amendment to the CityBase Agreement to provide, among other things, that the Necessary Cash Amount (as defined in the CityBase Agreement) may be met by aggregating the amounts held in the trust account with Alternative Financing Sources.
During the later half of December 2018, CityBase and GTY discussed entering into an amendment to the CityBase Agreement to alter the mix of cash and stock consideration payable to the CityBaseHolders.
On December 28, 2018, GTY and CityBase entered into Amendment No. 2 to the CityBase Agreement to, among other things, provide that the CityBase Holders shall receive an aggregate of up to 1,000,000 shares of New GTY common stock and $90,000,000 in cash, in lieu of  $100,000,000 in cash consideration and that two key CityBase Holders will each receive $1,000,000 of the consideration payable at Closing in 100,000 newly issued shares of New GTY common stock, each with a nominal value of  $10.00 per share, in lieu of cash. Amendment No. 2 to the CityBase Agreement also amended a closing condition to reduce the amount of cash required to be available to GTY from any Alternative Financing Source and the amount of funds available in the Trust Account from $325 million to $270 million. Amendment No. 2 to the CityBase Merger Agreement shall terminate if the gross proceeds made available to GTY from any Alternative Financing Source and the amount of funds available in the Trust Account is equal to or greater than $325,000,000.
General Timeline
On August 19, 2018, GTY’s board of directors and management met telephonically to discuss and consider the business combination. At the telephonic meeting, Herb Yeh and Steve Month of Citigroup participated in the GTY board’s and management’s discussion of the terms of the business combination, including the valuation of the Targets prepared by GTY’s management which was provided to the board.
On September 9, 2018, GTY held a conference call of its board of directors to review the valuations of the Targets, operational projections and to approve the business combination.
On September 12, 2018, GTY issued a press release announcing the business combination and filed a Current Report on Form 8-K with the SEC including the Transaction Documents, the press release and an investor presentation to be used in meetings with current and potential investors.
On September 20, 2018, GTY filed with the SEC a preliminary proxy statement providing notice of an extraordinary general meeting at which its shareholders would consider proposals to amend GTY’s second amended and restated memorandum and articles of association to extend the date that GTY has to consummate a business combination from November 1, 2018 to May 1, 2019 (the “Extension Amendment Proposal”) and (ii) adjourn the Extension Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal.
October 5, 2018 was set as the record date in respect of the proposals to be voted on by GTY’s shareholders at the Extension Meeting.
On October 10, 2018, GTY entered into the CityBase Letter Agreements.
On October 11, 2018, GTY filed with the SEC a definitive proxy statement, updated from the preliminary proxy statement filed on September 20, 2018, with respect to the matters to be voted on at the Extension Meeting. The definitive proxy statement was mailed to holders of record on or about October 12, 2018. On October 30, 2018, GTY’s shareholders voted to approve the Extension Amendment Proposal at the Extension Meeting, which had the effect of extending GTY’s corporate life until May 1, 2019 (the “Extension Amendment”). In connection therewith, public shareholders of GTY holding 34,011,538 ordinary shares validly elected to redeem their public shares and, accordingly, after giving effect to such redemptions, the balance in GTY’s trust account was approximately $216.8 million.
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GTY’s Board of Directors’ Reasons for the Approval of the Business Combination
The Board, in evaluating the transactions with Bonfire, Questica, Sherpa, Open Counter, eCivis and CityBase consulted with GTY’s management and its legal counsel, Citigroup and other advisors. In reaching its resolution (i) that the terms and conditions of the business combination are advisable, fair to and in the best interests of GTY and its shareholders and (ii) to recommend that the shareholders approve the business combination, the Board considered and evaluated a number of factors, including, but not limited to, the factors discussed below.
In the prospectus for GTY’s initial public offering, we identified the following general criteria and guidelines that we believed were important in evaluating prospective target businesses, although we indicated we may enter into a business combination with a target business that does not meet these criteria and guidelines.

Focus on technology industry, including software and services.   Based upon our management team’s experience, we believe we will have access to deal flow and a competitive advantage in our ability to negotiate a business combination with potential targets in the technology industry. Our management team’s extensive experience and vast network of technology leaders provides them with a differentiated opportunity to source a target, validate a potential target’s technology, consummate a business combination with the target and help sell the target’s products and services into large enterprises.

Established target with a history of and/or capacity for free cash flow generation.   We will target one or more businesses that have exhibited profitability historically and/or have the potential for strong cash flow generation in the future. We have a history of accelerating growth of companies with strong historical performance.

Fundamentally sound companies that have the potential to further improve their performance under our guidance.   We believe our experience in the sector will provide validation for the target’s product and network of industry contacts will allow us to enhance sales and generate a higher return for our investors.

Market-leading technology.   We will seek a target that has a technology recognized as the clear leader in its subsector.

Experienced and motivated management team.   We will seek a target with an established management team that we intend to complement, not replace. To the extent we believe it will enhance shareholder value, we would seek to selectively supplement the existing management team of the business (including senior management) with proven leaders from our network.

At an inflection point.   We believe numerous technology companies lack the ability to penetrate large companies’ IT departments, potentially limiting their acceleration to attain the scale required to be a publicly-listed company, or lack the validation of large IT organizations. We will target a company that may require additional management expertise as it transitions to a public company, or where we believe our background can provide the validation necessary to drive improved financial performance.

May benefit from capital markets access.   We will seek a target that may benefit from the use of additional capital to drive growth or from a public currency to acquire competitors and grow revenue.
These criteria were not intended to be exhaustive. We stated in the prospectus to GTY’s initial public offering that any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decided to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we indicated that we would disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination.
In considering the business combination, GTY’s board of directors concluded that it met all of the above criteria.
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After GTY’s initial public offering in October 2016, GTY’s founders looked to identify the next wave of software-as-a-service (SaaS) and cloud software companies. Over the course of the next two years, GTY’s management were in contact with over eighty technology companies. In its search for an industry vertical, GTY looked for certain thematic IT trends in addition to those described above, including: (i) low current penetration with an expected trend towards the cloud or a SaaS model; (ii) growing the total addressable market with multiple entry-points to market share; (iii) fragmented market with a subset of small providers but an absence of large established players; (iv) a user’s preference for best-in-class technology over cost; and (v) sticky, long-term contracts with the opportunity for upselling and organic growth. In addition to the target criteria described above, GTY’s management looked for certain financial profiles, including: (i) high growth with a history of outperformance and proven ability to scale; (ii) a robust sales pipeline with strong visibility into outer years; (iii) a high return on invested capital delivering sustained, organic returns; (iv) identified M&A targets for accretive strategic acquisitions; and (v) at or close to cash flow positive, with high, long-term EBITDA margins.
In its search for a business combination, GTY’s management determined that the public sector, specifically the state and local government market, offered the best cross-section of companies that fit GTY’s desired financial profile while delivering the key thematic IT trends. GTY had a strong focus on the public sector and a proclivity that they may end up pursuing companies in the segment, asking Stephen Rohleder, former COO of Accenture and CEO of Accenture Public Service Sector, to join GTY as board member at the time of its initial public offering and to help diligence opportunities in the sector. With very few companies of scale in the sector that exhibited the desired financial profile, GTY decided to pursue highly synergistic companies that tied together the investing themes of platform, payments, and cloud, which have performed well in the past. Over the course of its deep diligence of the sector, GTY found six best-in-class public sector solutions in five key operating segments that met GTY’s founders’ and Board’s criteria. GTY took a holistic approach to the segment, rejecting several companies in this area that did not meet these criteria. The board’s reaction, upon reviewing each company on a standalone and combined basis, was positive, with the board approving the transactions. Their primary concern in their review was any risk around integration. As these companies will be operating as five independent business lines, integration is not paramount to our operational plans. The board also focused on creating a standardized accounting system and back-end compliance, which has been an area of focus for GTY’s management and New GTY’s business units.
In particular, the board considered management’s goal in creating the leading public sector software-as-a-service (SaaS) company that will offer a cloud-based suite of solutions for North American state and local governments. Immediately upon closing of the business combination, we will have six wholly-owned subsidiaries in five of the fastest growing segments in the government technology sector, including payments, budgeting, permitting, procurement and grants management. We will operate a payments engine with a “digital city hall” interface between government constituents, public schools, hospitals, utilities and vendors. We expect to be a high growth company with expanding gross profit margins, targeting a large, highly fragmented, addressable market. New GTY will be well-positioned to lead the digital transformation of this market with an integrated suite of capabilities: through CityBase we will provide digital services, web and mobile payments and payment kiosks; through Open Counter we will automate and simplify the permitting process; through Questica and Sherpa we will provide unified performance management and agile budgeting solutions; through Bonfire we will provide an intelligent procurement software, aggregating supplier data and streamlining the decision-making process; and through eCivis we will provide a modern platform to maximize grant resources, improve fiscal health and pursue and properly manage $1 trillion in grants available annually.
Before reaching its decision, our board of directors reviewed the results of management’s due diligence, which included:

research on industry trends, revenue and operating cost projections and other industry factors;

extensive meetings and calls with the Targets’ management team and representatives regarding operations, company services, major customers, financial prospects, the pipeline of potential new business, technology and possible acquisitions, among other customary due diligence matters;

legal and commercial diligence; and
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financial and accounting diligence.
In light of the number and wide variety of factors considered in connection with its evaluation of the business combination, the Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision. The Board viewed its decision as being based on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors.
Under the Transaction Documents, subject to customary adjustments as provided therein, GTY has agreed to acquire the Targets for total aggregate base consideration of  $365 million in cash and stock, plus an aggregate earn-out consideration of up to $132 million in cash and stock. As described under the heading entitled “Satisfaction of 80% Test” below, GTY’s board of directors determined that the business combination satisfied the Nasdaq requirement that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets in the trust account (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of the execution of a definitive agreement for an initial business combination.
Although GTY’s board of directors did not seek a third party valuation, and did not receive any report, valuation or opinion from any third party in connection with the business combination, the board of directors relied on the following sources (i) due diligence on the Targets’ business operations, (ii) research and data related to the government technology and related sectors, in which the Targets participate and (iii) GTY management’s collective experience in the Targets’ sectors and public markets transactions in constructing and evaluating financial models and projections and conducting valuations of businesses. The board of directors considered factors such as the Targets’ historical financial results, the future growth outlook and financial plan, as well as valuations and trading of publicly traded companies in similar and adjacent sectors. GTY’s board of directors determined that the consideration being paid in the business combination, which amount was negotiated at arm’s-length, was advisable, fair to and in the best interests of GTY and its shareholders and appropriately reflected a discount to the fair market value of the business combination. The GTY board of directors based this conclusion on (i) an initial enterprise value and equity value of the combined company of approximately $560 million and $797 million, respectively, (ii) a purchase valuation of approximately 7.4x the combined company’s projected revenue for 2019 of  $76 million, which was determined to be an attractive valuation at a meaningful discount to comparable companies, and in particular a 23% discount to the most directly comparable public company, Tyler Technologies Inc., (iii) the projected financial information of the combined company following the business combination described under the heading “Certain Historical and Projected Financial Information,” below, and (iv) a range of qualitative and quantitative factors such as the Targets’ position in fast-growing government technology sectors, strong operating metrics, future growth opportunities and potential synergies among the Targets.
The board of directors also gave consideration to the following negative factors (which are more fully described in the “Risk Factors” section herein), although not weighted or in any order of significance:
Benefits Not Achieved.   The risk that the potential benefits of the business combination may not be fully achieved, or may not be achieved within the expected timeframe.
Liquidation of GTY.   The risks and costs to GTY if the business combination is not completed, including the risk of diverting management focus and resources from other businesses combination opportunities, which could result in GTY being unable to effect a business combination by May 1, 2019 and force GTY to liquidate and the warrants to expire worthless.
Shareholder Vote.   The risk that GTY’s shareholders may fail to provide the respective votes necessary to effect the business combination.
Closing Conditions.   The fact that completion of the business combination is conditioned on the satisfaction of certain closing conditions that are not within GTY’s control.
Litigation.   The possibility of litigation challenging the business combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the business combination.
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Fees and Expenses.   The fees and expenses associated with completing the business combination.
Other Risks.   Various other risks associated with the business combination described under the section entitled “Risk Factors.”
Interests of Certain Persons.   In addition to considering the factors described above, the Board also considered that some officers and directors of GTY may have interests in the business combination as individuals that are in addition to, and that may be different from, the interests of GTY’s shareholders. Our independent directors reviewed and considered these interests during the negotiation and approval of the business combination. The Board concluded that the potential benefits that it expected GTY and its shareholders to achieve as a result of the business combination outweighed the potentially negative factors associated with the business combination. Accordingly, the Board determined that the business combination was advisable, fair to, and in the best interests of, GTY and its shareholders. See the heading below entitled “Interests of GTY’s Directors and Offıcers in the Business Combination.
Certain Historical and Projected Financial Information
In August 2018, each of the Targets provided GTY with its internally prepared historical and projected financial information for the fiscal years ending December 31, 2017, 2018, 2019, 2020 and 2021. The projected financial information was not prepared with a view towards compliance with the published guidelines of the SEC or the guidelines established by the Public Company Accounting Oversight Board for preparation and presentation of prospective financial information. These projections were prepared solely for internal use, and capital budgeting and other management purposes, and are subjective in many respects and therefore susceptible to varying interpretations and the need for periodic revision based on actual experience and business developments, and were not intended for third-party use, including by investors or holders. You are cautioned not to rely on the projections in making a decision regarding the transaction, as the projections may be materially different than actual results.
The projections reflect numerous assumptions including assumptions with respect to general business, economic, market, regulatory and financial conditions and various other factors, all of which are difficult to predict and many of which are beyond the Targets’ control, such as the risks and uncertainties contained in the section entitled “Risk Factors.” The projections reflect the consistent application of the accounting policies of the respective Targets and should be read in conjunction with the accounting policies included in the accompanying historical audited consolidated financial statements of the Targets included in this proxy statement/prospectus.
The financial projections are forward-looking statements that are based on growth assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond the Targets’ control. While all projections are necessarily speculative, the Targets believe that the prospective financial information covering periods beyond 12 months from its date of preparation carries increasingly higher levels of uncertainty and should be read in that context. There will be differences between actual and projected results, and actual results may be materially greater or materially less than those contained in the projections. The inclusion of projections in this proxy statement/prospectus should not be regarded as an indication that the Targets or their representatives considered or currently consider the projections to be a reliable prediction of future events, and reliance should not be placed on the projections.
The projections were requested by, and disclosed to, GTY for use as a component in its overall evaluation of the Targets, and are included in this proxy statement/prospectus because they were provided to GTY’s board of directors for its evaluation of the business combination. Following the provision of such projections, GTY’s management team collaborated with the Targets’ management to create certain pro forma historical and projected information set forth in the table below.
Neither GTY nor any of the Targets has warranted the accuracy, reliability, appropriateness or completeness of the projections to anyone. Neither GTY nor any of the Targets nor any of their representatives has made or makes any representation to any person regarding the ultimate performance of the Targets compared to the information contained in the pro forma historical and projected information, and none of them intends to or undertakes any obligation to update or otherwise revise such information to reflect circumstances existing after September 9, 2018, the date when such projections were provided to GTY’s board of directors in connection with its vote to approve the business combination, or to reflect the
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occurrence of future events in the event that any or all of the assumptions underlying the projections are shown to be in error. Accordingly, they should not be looked upon as “guidance” of any sort. The post-combination company will not refer back to these forecasts in its future periodic reports filed under the Exchange Act.
The following pro forma historical and projected financial information was prepared by GTY and the Targets. The Targets’ independent registered public accounting firms have not examined, compiled or otherwise applied procedures with respect to the accompanying financial information presented below and, accordingly, expresses no opinion or any other form of assurance on it. The audit reports included in this proxy statement/prospectus relates to historical financial information of the Targets and they do not extend to the following pro forma historical and projected financial information and should not be read as if they do.
The key elements of the pro forma historical and projected financial information as of September 9, 2018, the date on which GTY’s board of directors approved the business combination, are summarized below:
Year Ending December 31,
($ in millions)
2017
2018E
2019E
2020E
2021E
Annual Recurring Revenue
$18
$34
$86
$138
$202
Revenue
$22
$32
$76
$124
$186
Gross Profit
$14
$20
$55
$96
$147
S&M Expense
$5
$9
$21
$31
$43
R&D Expense
$6
$9
$16
$22
$32
G&A Expense
$9
$12
$21
$26
$38
EBIT
($7)
($11)
($5)
$16
$32
Unlevered Free Cash Flow
($5)
($10)
($0)
$26
$43
The pro forma historical and projected financial information set forth in the table above represents GTY’s view of an achievable baseline operating plan in a normal economic, business and political environment. The plan is informed by the aggregate of individual standalone business unit forecasts, adjusted by GTY’s management based on assessments of revenue visibilities, backlogs, business momentum, platform investments and potential integration, as well as public company operating costs, net of synergies. Projections for 2019-2021 include an estimated $10 million of annual revenue synergies.
The pro forma historical and projected financial information set forth in the table above was not prepared with a view toward public disclosure or with a view toward complying with the guidelines established by the SEC with respect to prospective financial information, but, in the view of GTY and the Targets, was prepared on a reasonable basis, based on the best available estimates and judgments, and presents, to the best of GTY’s and the Targets’ management teams’ knowledge and belief at the time of its preparation, the expected future financial performance of the Targets. However, this information is not fact and should not be relied upon as being necessarily indicative of future results, and readers of this proxy statement/prospectus are cautioned not to place undue reliance on the prospective financial information. Neither GTY’s independent registered public accounting firm, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information.
Satisfaction of 80% Test
Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets in the trust account (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of the execution of a definitive agreement for an initial business combination. As of September 12, 2018, the date of the execution of the Transaction Documents, the balance of the funds in the trust account was
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approximately $563 million (excluding $19.32 million of deferred underwriting commissions as of such date) and 80% thereof represents approximately $435 million. In reaching its conclusion on the 80% of assets test, the GTY’s board of directors used a fair market value of the combined company following the business combination equal to its initial enterprise value calculated to be $560 million. Such valuation of approximately 7.4x the combined company’s projected revenue for 2019 of  $76 million was determined to be a meaningful discount to comparable companies, and in particular a 23% discount to the most directly comparable public company, Tyler Technologies, Inc. The board also considered the combined company’s initial equity value of  $797 million in determining that the 80% of assets test was satisfied.
GTY’s board of directors determined that because of the financial skills and background of its directors, it was qualified to conclude that the business combination met the 80% requirement. Based on the fact that the fair market value of the Targets as described above is in excess of 80% of the balance of the funds in the trust account (excluding the deferred underwriting commissions), GTY’s board of directors determined that the fair market value of the Targets was substantially in excess of 80% of the funds in the trust account and that the 80% test was met.
Interests of GTY’s Directors and Offıcers in the Business Combination
In considering the recommendation of our board of directors in favor of approval of the business combination, it should be noted that our directors and officers have interests in the business combination that are different from, or in addition to, your interests as a shareholder. These interests include, among other things:

our Sponsor, officers and directors will lose their entire investment in us if we do not complete a business combination by May 1, 2019. Each of William D. Green, Joseph M. Tucci, Harry L. You and Stephen Rohleder is among the members of our Sponsor and has a substantial financial interest in the securities held by our Sponsor and therefore the completion of the business combination;

the continued right of the founders to hold our common stock in New GTY following the business combination, subject to the lock-up agreements;

the continuation of all of GTY’s directors as members of the board of directors of New GTY;

the continued indemnification of current directors and officers and the continuation of directors’ and officers’ liability insurance after the business combination;

Stephen Rohleder, a director of GTY, invested $2,000,232.98 in Series C preferred stock issued by CityBase, in exchange for an approximate 2.2% interest in CityBase. Upon the CityBase Closing, Mr. Rohleder will be entitled to receive approximately $2.2 million in cash and will be entitled to receive a pro rata share of the up to $60 million shares of New GTY common stock that may be issued pursuant to the earn-out provisions in the CityBase Agreement. Mr. Rohleder recused himself from all discussions, deliberations and proceedings relating to the CityBase Transaction, its approval and the recommendation that GTY's shareholders approve the business combination with respect to the CityBase Transaction;

Charles Wert a director of GTY, invested $750,056.98 in Series C preferred stock issued by CityBase, in exchange for an approximate 0.8% interest in CityBase. Upon the CityBase Closing, Mr. Wert will be entitled to receive approximately $825,000 in cash and will be entitled to receive a pro rata share of the up to $60 million shares of New GTY common stock that may be issued pursuant to the earn-out provisions in the CityBase Agreement. Mr. Wert recused himself from all discussions, deliberations and proceedings relating to the CityBase Transaction, its approval and the recommendation that GTY's shareholders approve the business combination with respect to the CityBase Transaction.
Satisfaction of 80% Test
Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets in the trust account (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of the
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execution of a definitive agreement for an initial business combination. As of September 12, 2018, the date of the execution of the Transaction Documents, the balance of the funds in the trust account was approximately $563 million (excluding $19.32 million of deferred underwriting commissions as of such date) and 80% thereof represents approximately $435 million. In reaching its conclusion on the 80% of assets test, the GTY’s board of directors used a fair market value of the combined company following the business combination equal to its initial enterprise value calculated to be $560 million. Such valuation of approximately 7.4x the combined company’s projected revenue for 2019 of  $76 million was determined to be a meaningful discount to comparable companies, and in particular a 23% discount to the most directly comparable public company, Tyler Technologies, Inc. The board also considered the combined company’s initial equity value of  $797 million in determining that the 80% of assets test was satisfied.
GTY’s board of directors determined that because of the financial skills and background of its directors, it was qualified to conclude that the business combination met the 80% requirement. Based on the fact that the fair market value of the Targets as described above is in excess of 80% of the balance of the funds in the trust account (excluding the deferred underwriting commissions), GTY’s board of directors determined that the fair market value of the Targets was substantially in excess of 80% of the funds in the trust account and that the 80% test was met.
Interests of Certain Persons in the Business Combination
When you consider the recommendation of GTY’s board of directors in favor of approval of the business combination proposal and GTY merger proposal, you should keep in mind that GTY’s initial shareholders, including its directors and executive officers, have interests in such proposal that are different from, or in addition to those of GTY shareholders and warrant holders generally. These interests include, among other things, the interests listed below:

If we do not consummate a business combination transaction by May 1, 2019, we will cease all operations except for the purpose of winding up, redeem all of the outstanding public shares for cash and, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under the Cayman Islands Companies Law to provide for claims of creditors and the requirements of other applicable law. In such event, the 13,800,000 founder shares owned by our initial shareholders would be worthless because following the redemption of the public shares, we would likely have few, if any, net assets and because our initial shareholders have agreed to waive their rights to liquidating distributions from the trust account with respect to the founder shares if we fail to complete a business combination within the required period. Our initial shareholders purchased the founder shares prior to our initial public offering for an aggregate purchase price of  $25,000. Upon the Closing, such founder shares will convert into 13,800,000 shares of New GTY common stock, and such securities, if unrestricted and freely tradable would be valued at approximately $139,380,000, based on the closing price of  $10.10 per Class A ordinary share on Nasdaq on January 7, 2019.

Simultaneously with the closing of our initial public offering, GTY consummated the sale of 8,693,334 private placement warrants at a price of  $1.50 per warrant in a private placement to our Sponsor. The private placement warrants are each exercisable commencing 30 days following the closing of the business combination for one Class A ordinary share at $11.50 per share. If we do not consummate a business combination transaction by May 1, 2019, then the proceeds from the sale of the private placement warrants will be part of the liquidating distribution to the public shareholders and the warrants held by our initial shareholders will be worthless. The warrants held by our initial shareholders had an aggregate market value of  $8,171,733.96 based upon the closing price of  $0.94 per warrant on Nasdaq on January 7, 2019.

Our Sponsor, officers and directors will lose their entire investment in us if we do not complete a business combination by May 1, 2019. Each of William D. Green, Joseph M. Tucci, Harry L. You and Stephen Rohleder is among the members of our Sponsor and has a substantial financial interest in the securities held by our Sponsor and therefore the completion of the business combination.

All of our directors will continue to be directors of New GTY after the consummation of the business combination. As such, in the future they will receive any cash fees, stock options or stock awards that the New GTY board of directors determines to pay to its directors.
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Our initial shareholders have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if GTY fails to complete an initial business combination by May 1, 2019.

In order to protect the amounts held in the trust account, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have entered into a Transaction Documents, reduce the amount of funds in the trust account. This liability will not apply with respect to any claims by a third-party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the trust account or to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act.

Following the consummation of the business combination, our Sponsor would be entitled to the repayment of any working capital loan and advances that have been made to GTY and remain outstanding. As of the date of this proxy statement/prospectus, we have no working capital loans outstanding. If we do not complete an initial business combination within the required period, we may use a portion of our working capital held outside the trust account to repay any working capital loans then outstanding, but no proceeds held in the trust account would be used to repay the working capital loans.

Following the consummation of the business combination, we will continue to indemnify our existing directors and officers and will maintain our directors’ and officers’ liability insurance.

Following consummation of the business combination, our Sponsor, our officers and directors and their respective affiliates would be entitled to reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and consummating an initial business combination, and repayment of any other loans, if any, and on such terms as to be determined by GTY from time to time, made by our Sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. However, if we fail to consummate a business combination within the required period, our Sponsor and our officers and directors and their respective affiliates will not have any claim against the trust account for reimbursement

Stephen Rohleder, a director of GTY, invested $2,000,232.98 in Series C preferred stock issued by CityBase, in exchange for an approximate 2.2% interest in CityBase. Upon the CityBase Closing, Mr. Rohleder will be entitled to receive approximately $2.2 million in cash and will be entitled to receive a pro rata share of the up to $60 million shares of New GTY common stock that may be issued pursuant to the earn-out provisions in the CityBase Agreement.

Charles Wert a director of GTY, invested $750,056.98 in Series C preferred stock issued by CityBase, in exchange for an approximate 0.8% interest in CityBase. Upon the CityBase Closing, Mr. Wert will be entitled to receive approximately $825,000 in cash and will be entitled to receive a pro rata share of the up to $60 million shares of New GTY common stock that may be issued pursuant to the earn-out provisions in the CityBase Agreement.
Potential Purchases of Public Shares and/or Warrants
At any time prior to the general meeting, during a period when they are not then aware of any material nonpublic information regarding GTY or its securities, the GTY initial shareholders, the Targets and/or their affiliates may purchase shares and/or warrants from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire GTY’s ordinary shares or vote their shares in favor of the business combination proposal or the GTY merger proposal or vote their warrants in favor of the warrant amendment proposal. The purpose of such share purchases and other transactions would be to increase the likelihood that (i) the proposals presented to shareholders for approval at the general meeting and presented to warrant holders at the warrant holder meeting are approved and/or (ii) we meet the condition that we have at least $270 million of cash available upon the closing of the business combination. Any such share or warrant purchases and other transactions may thereby increase the likelihood of obtaining shareholder approval of the business combination or warrant holder approval of the warrant amendment proposal. This may result in the completion of our business combination or warrant
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holder approval of the warrant amendment proposal that may not otherwise have been possible. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/​prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or rights owned by the GTY initial shareholders for nominal value.
 Entering into any such arrangements may have a depressive effect on GTY’s ordinary shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he owns, either prior to or immediately after the general meeting. Moreover, any such purchases may make it less likely that holders of no more than 109,848 public shares elect to redeem their public shares in connection with the business combination.
If such transactions are effected, the consequence could be to cause the business combination to be approved or the warrant amendment proposal to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares or warrants by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the general meeting or warrant holder meeting and would likely increase the chances that such proposals would be approved. As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. GTY will file a Current Report on Form 8-K to disclose arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be put to the general meeting or the redemption threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.
Sources and Uses of Funds for the Business Combination
The following table summarizes the sources and uses for funding the business combination. Where actual amounts are not known or knowable, the figures below represent GTY’s good faith estimate of such amounts assuming a closing as of the indicated date.
(U.S. dollars in thousands)
Sources
Uses
Trust Account(1)
$ 216.8
Cash Consideration to Targets
$ 229.9
Subscription Agreements
$ 66.6
CityBase Earn-out Payment
$ 5.3
Warrant Exchange(2)
$ 4.3
Fees and Expenses
$ 12.3
Cash to Balance Sheet
$ 31.6
Total sources
$ 283.4
Total uses
$ 283.4
(1)
Assumes none of the Class A ordinary shares are redeemed in connection with the business combination.
(2)
Assumes that the warrant amendment proposal is approved and that GTY has $280 million of Available Cash.
Board of Directors of GTY Following the Business Combination
Upon consummation of the business combination, we anticipate that the board of directors of New GTY will consist of seven directors comprising three classes. See the section entitled “Management of New GTY Following the Business Combination” for additional information.
Name; Headquarters
The name of the post-combination company after the business combination will be GTY Technology Holdings Inc. and our headquarters will be located at 1180 North Town Center Drive, Suite 100, Las Vegas, Nevada 89144.
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Anticipated Accounting Treatment
The transaction will be accounted for as a business combination in which GTY will legally and from an accounting perspective acquire the Targets. As a result, the assets acquired and liabilities assumed of the Targets by GTY will be recorded at fair value in accordance with ASC 805, Business Combinations, at the date of the transaction.
Vote Required for Approval
The approval of the business combination proposal requires an ordinary resolution, being the affirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the general meeting, vote at the general meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the general meeting.
Recommendation of the GTY Board of Directors
THE GTY BOARD OF DIRECTORS RECOMMENDS THAT THE GTY SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE BUSINESS COMBINATION PROPOSAL.
In connection with such approval of the business combination proposal and the recommendation that GTY’s shareholders approve the business combination proposal, Stephen Rohleder and Charles Wert, members of GTY’s board of directors, recused themselves from all discussions, deliberations and proceedings relating to the CityBase Transaction, its approval and the recommendation that GTY’s shareholders approve the business combination with respect to the CityBase Transaction due to Mr. Rohleder’s and Mr. Wert’s respective interests in the CityBase Transaction as investors in CityBase’s Series C preferred stock.
In addition to the foregoing, the existence of financial and personal interests of GTY’s directors may result in a conflict of interest on the part of one or more of the directors between what he or they may believe is in the best interests of GTY and its shareholders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. See the section entitled “— Interests of GTY’s Directors and Offıcers in the Business Combination” for a further discussion.
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THE ORGANIZATIONAL DOCUMENTS PROPOSALS
Overview
If the GTY merger proposal and the business combination proposal are approved and the GTY Merger is to be consummated, GTY shareholders are being asked to consider and vote upon and to approve by special resolution two separate proposals (collectively, the “organizational documents proposals”) the material differences between the current second amended and restated memorandum and articles of association of GTY (the “Existing Organizational Documents”), under the Cayman Islands Companies Law the new articles of organization (the “Proposed Charter”) of New GTY under the MBCA.
The organizational documents proposals are conditioned on the approval of the GTY merger proposal and the business combination proposal. Therefore, if the business combination proposal and GTY merger proposal are not approved, the organizational documents proposals will have no effect, even if approved by our public shareholders.
Organizational Documents Proposal A — Authorized Capital Stock
GTY’s shareholders are being asked to approve the provision in the Proposed Charter changing the authorized share capital from $45,100 divided into 400,000,000 Class A ordinary shares of a par value of $0.0001 each, 50,000,000 Class B ordinary shares of a par value of  $0.0001 each and 1,000,000 preferred shares of a par value of  $0.0001 each, to authorized capital stock of 425,000,000 shares, consisting of (x) 400,000,000 shares of New GTY common stock and (y) 25,000,000 shares of preferred stock.
Organizational Documents Proposal B — Vote Standard for Director Elections
GTY’s shareholders are being asked to approve the provision in the Proposed Bylaws providing that directors will be elected if  “for” votes exceed “against” votes in uncontested elections and by plurality vote in contested elections, rather than by an affirmative vote of a majority of the issued and outstanding shares entitled to vote and actually cast thereon as required under the Existing Organizational Documents.
Organizational Documents Proposal C — Removal of Directors
GTY’s shareholders are being asked to approve the provision in the Proposed Bylaws providing that a director may only be removed for cause by the affirmative vote of a majority of the shares entitled to vote at an election of directors and only at a shareholder meeting called for the purpose of removing such director, rather than by an affirmative vote of a majority of the issued and outstanding shares entitled to vote and actually cast thereon or by the vote of all other directors as required under the Existing Organizational Documents.
Organizational Documents Proposal D — Advance Notice Procedures
GTY’s shareholders are being asked to approve the provisions in the Proposed Bylaws providing for certain advance notice procedures that shareholders must comply with in order to bring business before a shareholder meeting or to nominate candidates for election as directors.
Organizational Documents Proposal E — Exclusive Forum Provision
GTY’s shareholders are being asked to approve the provision in the Proposed Charter providing that the Business Litigation Session of the Superior Court for Suffolk County, Massachusetts and United States District Court for the District of Massachusetts sitting in Boston, Massachusetts will be the sole and exclusive forum for certain shareholder litigation.
Organizational Documents Proposal F — Amendments to Proposed Charter
GTY’s shareholders are being asked to approve the provision in the Proposed Charter providing that amendments to the Proposed Charter will generally require the affirmative vote of a majority of shares generally entitled to vote on such matter or action by the board of directors pursuant to Subsection (c) of Section 10.03 of the MBCA, rather than two-thirds of the issued and outstanding shares entitled to vote and actually cast thereon as generally required under the Existing Organizational Documents.
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Organizational Documents Proposal G — Amendments to Proposed Bylaws
GTY’s shareholders are being asked to approve the provision in the Proposed Bylaws providing that the Proposed Bylaws may generally be amended by a majority vote of the directors or by a majority vote of shareholders at a shareholder meeting called for such purpose, rather than by two-thirds of the issued and outstanding shares entitled to vote and actually cast thereon as generally required under the Existing Organizational Documents.
Organizational Documents Proposal H — Shareholder Right to Call Special Meetings
GTY’s shareholders are being asked to approve the provision in the Proposed Bylaws providing that, subject to certain exceptions, shareholders who hold an aggregate of at least 40% of all votes entitled to be cast may call a special meeting of shareholders, rather than not less than 30% in par value of issued shares that carry the right to vote at general meetings as required under the Existing Organizational Documents.
Organizational Documents Proposal I — Approval of Other Changes in Connection With Adoption of the Proposed Charter
GTY’s shareholders are being asked to approve all other differences between the Existing Organizational Documents of GTY with the Proposed Charter of New GTY as a result of the GTY Merger, including, among other things, (i) the name of the new public entity will be “GTY Technology Holdings Inc.”, and (ii) the lack of certain provisions related to GTY’s status as a blank check company that are not applicable to New GTY.
Reasons for the Approval of the Organizational Documents Proposals
Authorized Stock
Our board of directors believes that it is important for New GTY to have available for issuance a number of authorized shares of common stock and preferred stock sufficient to support its growth and to provide flexibility for future corporate needs (including, if needed, as part of financing for future growth acquisitions). In addition, Organizational documents proposal A, if approved, would also adequately address the needs of New GTY after the business combination.
Vote Standard for Director Elections
Our board of directors believes that a majority vote standard for director elections in uncontested elections enhances director accountability and strengthens the director nomination process, while a plurality vote standard in contested elections ensures that all board seats are filled at each election. Uncertainty could arise under a majority vote standard where there is a failed election, and vacancies could take the attention of directors away from other matters while it seeks to fill such positions. Additionally, this situation could result in New GTY failing to comply with independence standards set forth by the SEC or Nasdaq.
Removal of Directors
Our board of directors believes that allowing directors to be removed only for cause by the affirmative vote of a majority of the shares entitled to vote at an election of directors and only at a shareholder meeting called for the purpose of removing such director would (i) increase board continuity and the likelihood that experienced board members with familiarity of New GTY’s business operations would serve on the board at any given time, (ii) ensure that control of the board would not abruptly shift in the event of a sudden acquisition of a substantial portion of New GTY’s shares by an unrelated person, group or entity and (iii) make it more difficult for a potential acquiror or other person, group or entity to gain control of New GTY’s board of directors.
Advance Notice Procedures
Our board of directors believes establishing advance notice procedures for shareholders to bring business before a shareholder meeting or to nominate candidates for election as directors would (i) enable New GTY’s board of directors to more effectively plan for shareholder meetings, (ii) result in better
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information being made available to New GTY’s shareholders in advance of any meetings of shareholders with respect to such business or director nominees, (iii) increase the likelihood that experienced board members with familiarity of New GTY’s business operations would serve on the board at any ensure that control of the board would not abruptly shift in the event of a sudden acquisition of a substantial portion of New GTY’s shares by an unrelated person, group or entity and (v) make it more difficult for a potential acquiror or other person, group or entity to gain control of New GTY’s board of directors. Exclusive Forum Provision
Our board of directors believes that designating the Business Litigation Session of the Superior Court for Suffolk County, Massachusetts and United States District Court for the District of Massachusetts sitting in Boston, Massachusetts will be the sole and exclusive forum for certain shareholder litigation will benefit New GTY’s shareholders by placing the resolution of that litigation with courts which are the most familiar and experienced with Massachusetts law, the law under which New GTY was incorporated. In addition, our board of directors believes that this provision will help avoid conflicting and contradictory litigation outcomes and make New GTY’s defense of applicable claims less disruptive and more economically feasible.
Amendments to Proposed Charter and Proposed Bylaws
Our board of directors believes that generally permitting the Proposed Charter and the Proposed Bylaws to be amended by a majority vote of shareholders at a shareholder meeting called for such purpose or by action of the board of directors is consistent with evolving standards of good governance.
Shareholder Right to Call Special Meetings
Our board of directors believes that establishing an ownership threshold of at least 40% in order for a shareholder (or group of shareholders) to request a special meeting strikes an appropriate balance between shareholder rights and avoiding the situations that could arise if the threshold were set so low that a small minority of shareholders, including shareholders with special interests, could force New GTY to incur the time and expense of convening a special meeting to consider a matter of little or no interest to other shareholders.
Corporate Name and Perpetual Existence
Our board of directors believes that changing the post-business combination corporate name from “GTY Technology Holdings Inc.” to “GTY Technology Holdings Inc.” and making New GTY’s corporate existence perpetual is desirable to reflect the business combination with the Targets and to clearly identify New GTY as the publicly traded entity. Additionally, perpetual existence is the usual period of existence for corporations, and our board of directors believes that it is the most appropriate period for New GTY following the business combination.
Blank Check Company
New GTY is not a blank check company and so these provisions serve no purpose for New GTY. For example, these proposed amendments remove the requirement to dissolve GTY and allow it to continue as a corporate entity with perpetual existence following consummation of the business combination. Perpetual existence is the usual period of existence for corporations, and our board of directors believes it is the most appropriate period for New GTY.
Comparison of Existing Organizational Documents to Proposed Organizational Documents
The Proposed Organizational Documents differ materially from the Existing Organizational Documents. The following table sets forth a summary of the principal changes proposed to be made between the Existing Organizational Documents and the Proposed Organizational Documents for New GTY. This summary is qualified by reference to the complete text of the Existing Organizational Documents of GTY, attached to this proxy statement/prospectus as Annex H and the complete text of the Proposed Organizational Documents, copies of which are attached to this proxy statement/prospectus as Annex I and Annex J. All shareholders are urged to read the Proposed Organizational Documents in their
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entirety for a more complete description of its terms. Additionally, as the Existing Organizational Documents are governed by the Cayman Islands Companies Law and the Proposed Organizational Documents will be governed by the MBCA, we urge shareholders to carefully consult the information set out under the “Comparison of Corporate Governance and Shareholder Rights” section of this proxy statement/prospectus.
Existing Organizational Documents
Proposed Organizational Documents
Authorized Capital Stock
(Organizational Documents Proposal A)
The Existing Organizational Documents provide for share capital of  $45,100 divided into 400,000,000 Class A ordinary shares of a par value of  $0.0001 each, 50,000,000 Class B ordinary shares of a par value of  $0.0001 each and 1,000,000 preferred shares of a par value of  $0.0001 each.
See paragraph 5 of the Existing Organizational Documents.
The Proposed Charter provides authorization to issue 425,000,000 shares consisting of  (x) 400,000,000 common shares with a par value of  $0.0001 and (y) 25,000,000 preferred shares with a par value of  $0.0001.
See Article III of the Proposed Charter.
Vote Standard for Director Elections
(Organizational Documents Proposal B)
The Existing Organizational Documents provide that directors may be appointed by ordinary resolution, being the affirmative vote of the holders of a majority of the ordinary shares entitled to vote and actually cast thereon.
See Article 29.3 of the Existing Organizational Documents.
The Proposed Bylaws provide that directors will be elected if “for” votes exceed “against” votes in uncontested elections and by plurality vote in contested elections.
See Section 3.7(a) of the Proposed Bylaws.
Removal of Directors
(Organizational Documents Proposal C)
The Existing Organizational Documents provide that directors may be removed by ordinary resolution, being the affirmative vote of the holders of a majority of the ordinary shares entitled to vote and actually cast thereon, or by a resolution passed by all of the other directors.
See Article 29.3 and Article 30 of the Existing Organizational Documents.
The Proposed Bylaws provide that a director may be removed only for cause by the affirmative vote of a majority of the shares entitled to vote at an election of directors and only at a shareholder meeting called for the purpose of removing such director.
See Section 4.4 of the Proposed Bylaws.
Advance Notice Procedures for Business
(Organizational Documents Proposal D)
The Existing Organizational Documents provide that the shareholder requisition relating to a special meeting must state the objects of such meeting and must be signed by the requisitionists and deposited at the registered office.
See Article 20.5 of the Existing
The Proposed Bylaws provide that in order to be timely given, a shareholder’s notice of business to be brought before a shareholder meeting must be delivered to or mailed and received at the principal executive offices not less than 95 nor more than 125 days prior to the anniversary date of the immediately preceding annual
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Existing Organizational Documents
Proposed Organizational Documents
Organizational Documents.
meeting, or in case of a special meeting or an annual meeting called for a date not within 30 days before after such anniversary date, not later than the close of business on the 10th day following date on which notice of the date such meeting was mailed or publicly disclosed. Such shareholder’s notice must include certain information as set forth in the Proposed Bylaws.
See Section 3.4(c) of the Proposed Bylaws.
Advance Notice Procedures for Director Nominations
(Organizational Documents Proposal D)
The Existing Organizational Documents provide that members seeking to nominating candidates for election as directors at a general meeting must deliver a written notice to the principal executive offices not later than the close of business on the 90th day nor earlier than close of business on the 120th day prior to scheduled date of such meeting. The Existing Organizational Documents do not include information requirements with respect to such notice.
See Article 20.8 of the Existing Organizational Documents.
The Proposed Bylaws provide that director nominations by shareholders will be made only if written notice is delivered to or mailed and received at the principal executive officers not less than 95 nor more than 125 days prior to the anniversary date of the immediately preceding annual meeting, or in case of a special meeting or an annual meeting called for a date not within 30 days before or after such anniversary date, not later than the close of business on 10th day following the date on which notice of such meeting was mailed or publicly disclosed. Such shareholder’s notice must include certain information as set forth in the Proposed Bylaws.
See Section 4.2 of the Proposed Bylaws.
Exclusive Forum Provision
(Organizational Documents Proposal E)
The Existing Organizational Documents do not include an exclusive forum provision.
The Proposed Charter provides that, unless New GTY consents in writing to an alternative forum, the Business Litigation Session of the Superior Court for Suffolk County, Massachusetts and United States District Court for the District of Massachusetts sitting in Boston, Massachusetts will be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of New GTY, (b) any action asserting a claim for
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Existing Organizational Documents
Proposed Organizational Documents
breach of a fiduciary duty owed by any director, officer, employee, or agent of New GTY to New GTY or New GTY’s shareholders, (c) any action asserting a claim arising pursuant to any provision of the MBCA, the articles of organization, or the bylaws of New GTY, or (d) any action asserting a claim governed by the internal affairs doctrine, in each case subject to said courts having personal jurisdiction over the indispensable parties named as defendants therein, except that the United States District Court of Massachusetts in Boston shall be the sole and exclusive forum for any claim arising under the Securities Act of 1933, as amended, or any claim for which such other courts do not have subject matter jurisdiction including, without limitation, any claim arising under The Securities Exchange Act of 1934, as amended.
See Article IV(D)(8) of the Proposed Charter.
Amendments to Proposed Charter
(Organizational Documents Proposal F)
The Existing Organizational Documents provide that, subject to certain exceptions, alterations or additions to the Existing Organizational Documents may be made by special resolution, being the affirmative vote of the holders of two-thirds of the ordinary shares entitled to vote and actually cast thereon.
See Article 18 of the Existing Organizational Documents.
The Proposed Charter provides that amendments to the Proposed Charter generally requires the affirmative vote of at least a majority of all shares entitled generally to vote on such matter and a majority of the shares of any voting group entitled to vote separately on the matter pursuant to the MBCA, the Proposed Charter or the Proposed Bylaws, or action of the board of directors taken pursuant to Subsection (c) of Section 10.03 of the MBCA.
See Article IV(D)(1) of the Proposed Charter.
Amendments to Proposed Bylaws
(Organizational Documents Proposal G)
The Existing Organizational Documents provide that, subject to certain exceptions, alterations or additions to the Existing Organizational Documents may
The Proposed Bylaws provide that amendments to the Proposed Bylaws may generally be amended by a majority vote of the directors or by a majority vote of
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Existing Organizational Documents
Proposed Organizational Documents
be made by special resolution, being the affirmative vote of the holders of two-thirds of the ordinary shares entitled to vote and actually cast thereon.
See Article 18 of the Existing Organizational Documents.
shareholders at a shareholder meeting called for such purpose.
See Section  12.1 of the Proposed Bylaws and Article VI(d) of the Proposed Charter.
Shareholder Right to Call Special Meetings
(Organizational Documents Proposal H)
The Existing Organizational Documents provide that directors must call a shareholder meeting if requested by shareholders holding not less than 30% in par value of issued shares that carry the right to vote at general meetings.
See Article  20.4 of the Existing Organizational Documents.
The Proposed Bylaws provide that a special meeting must be called upon written request of shareholders who hold an aggregate of at least 40% of all votes entitled to be cast on any issue to be considered at the proposed special meeting. Notwithstanding the foregoing, a special meeting requested by shareholders will not be held if (a) the stated business to be brought before the special meeting is not a proper subject for shareholder action under applicable law, (b) the board of directors has called or calls for an annual meeting of shareholders to be held within 90 days and the board of directors determines in good faith that the business of such annual meeting includes the business specified in the shareholders' request, or (c) an annual or special meeting that included the business specified in the request (as determined in good faith by the board of directors) was held not more than 90 days before the request to call the special meeting was received.
See Section 3.2(a) of the Proposed Bylaws.
Corporate Name
(Organizational Documents Proposal I)
The Existing Organizational Documents provide the name of GTY is “GTY Technology Holdings Inc.”
See paragraph 1 of the Existing Organizational Documents.
The Proposed Charter provides the new name of the corporation to be “GTY Technology Holdings Inc.”.
See Article I of the Proposed Charter.
Perpetual Existence
(Organizational Documents Proposal I)
The Existing Organizational Documents provide that if we do not consummate a business
The Proposed Charter does not include any provisions relating to New GTY’s ongoing existence,
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Existing Organizational Documents
Proposed Organizational Documents
combination (as defined in our Existing Organizational Documents) by May 1, 2019, GTY shall cease all operations except for the purposes of winding up and shall redeem the shares issued in our initial public offering and liquidate our trust account.
See Article 49.4 of the Existing Organizational Documents.
under the MBCA, New GTY’s existence will be perpetual
Provisions Related to Status as Blank Check Company
(Organizational Documents Proposal I)
The Existing Organizational Documents set forth various provisions related to our status as a blank check company prior to the consummation of a business combination.
See Article 49 of the Existing Organizational Documents.
The Proposed Charter does not include such provisions related to our status as a blank check company, which do not apply to New GTY.
Vote Required for Approval
The approval of organizational documents proposals requires a special resolution under the Cayman Islands Companies Law and the Existing Organizational Documents, being the affirmative vote of the holders of at least two-thirds of the ordinary shares who, being present and entitled to vote at the general meeting, vote at the general meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the general meeting.
Recommendation of the GTY Board of Directors
THE GTY BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT GTY SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE ORGANIZATIONAL DOCUMENTS PROPOSALS.
The existence of financial and personal interests of GTY’s directors may result in a conflict of interest on the part of one or more of the directors between what he or they may believe is in the best interests of GTY and its shareholders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. See the section entitled “The Business Combination Proposal — Interests of GTY’s Directors and Offıcers in the Business Combination” for a further discussion.
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THE STOCK ISSUANCE PROPOSAL
Overview
Assuming the GTY merger proposal, the business combination proposal and each of the organizational documents proposals are approved, our shareholders are also being asked to approve, by ordinary resolution, the stock issuance proposal.
GTY’s units, ordinary shares and public warrants are listed on Nasdaq and, as such, we are seeking shareholder approval of the issuance of shares of New GTY common stock to the Bonfire Holders, the CityBase Holders, the eCivis Holders, the Open Counter Holders, the Questica Holders and the Sherpa Holders, PIPE investors and any Additional PIPE investors, in order to comply with the applicable listing rules of Nasdaq. The number of shares of New GTY common stock that may be issued in connection with the stock issuance proposal is expected to be up to approximately 33 million shares plus any shares issued to Additional PIPE investors.
Reasons for the Approval of the Stock Issuance Proposal
We are seeking shareholder approval in order to comply with Nasdaq Listing Rules 5635(a) and (d). Under Nasdaq Listing Rule 5635(a), shareholder approval is required prior to the issuance of securities in connection with the acquisition of another company if such securities are not issued in a public offering and (A) have, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of common stock (or securities convertible into or exercisable for common stock); or (B) the number of shares of common stock to be issued is or will be equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the stock or securities. Collectively, GTY and New GTY, as successor to GTY, may issue 20% or more of our outstanding common stock or 20% or more of the voting power, in each case outstanding before the issuance, in connection with the business combination.
Under Nasdaq Listing Rule 5635(d), shareholder approval is required for a transaction other than a public offering involving the sale, issuance or potential issuance by an issuer of common stock (or securities convertible into or exercisable for common stock) at a price that is less than the greater of book or market value of the stock if the number of shares of common stock to be issued is or may be equal to 20% or more of the common stock, or 20% or more of the voting power, outstanding before the issuance.
Effect of the Proposal on Current Shareholders
In the event that this proposal is not approved by GTY shareholders, the business combination may not be consummated. In the event that this proposal is approved by GTY shareholders, but the Transaction Documents is terminated (without the business combination being consummated) prior to the issuance of shares of common stock pursuant to the Transaction Documents, New GTY will not issue the shares of common stock.
Vote Required for Approval
The approval of the stock issuance proposal requires an ordinary resolution, being the affirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the general meeting, vote at the general meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the general meeting.
The stock issuance proposal is conditioned on the approval of the organizational documents proposals, and, therefore, also conditioned on approval of the GTY merger proposal and the business combination proposal. Therefore, if the business combination proposal and the organizational documents proposals are not approved, the stock issuance proposal will have no effect, even if approved by our public shareholders.
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Recommendation of the GTY Board of Directors
THE GTY BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT GTY SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE STOCK ISSUANCE PROPOSAL.
The existence of financial and personal interests of GTY’s directors may result in a conflict of interest on the part of one or more of the directors between what he or they may believe is in the best interests of GTY and its shareholders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. See the section entitled “The Business Combination Proposal — Interests of GTY’s Directors and Offıcers in the Business Combination” for a further discussion.
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THE INCENTIVE PLAN PROPOSAL
Overview
Assuming that the GTY merger proposal and the business combination proposal is approved, GTY’s shareholders are also being asked to approve and adopt the GTY Technology Holdings Inc. 2019 Omnibus Incentive Plan (the “Incentive Plan”). A total of 5,300,000 shares of New GTY common stock will be reserved for issuance under the Incentive Plan. GTY’s board of directors approved the Incentive Plan on [    ], subject to shareholder approval at the general meeting. The Incentive Plan is described in more detail below. A copy of the Incentive Plan is attached to this proxy statement as Annex K. If approved by GTY shareholders, the Incentive Plan will be administered by New GTY’s board of directors or by a committee that the board of directors designates for this purpose (referred to below as the plan administrator), which will have the authority to make awards under the Incentive Plan.
After careful consideration, GTY’s board of directors believes that approving the Incentive Plan is in the best interests of GTY and its shareholders. The Incentive Plan promotes ownership in New GTY by the employees, directors and consultants of New GTY and its subsidiaries and aligns incentives between these service providers and shareholders by permitting these service providers to receive compensation in the form of awards denominated in, or based on the value of, New GTY common stock. Therefore, the GTY board of directors recommends that GTY shareholders approve the Incentive Plan.
Description of the Incentive Plan
The following is a summary of the material features of the Incentive Plan. The summary is qualified in its entirety by reference to the complete text of the Incentive Plan attached as Annex K to this proxy statement/prospectus.
Purpose; Types of Awards.   The purpose of the Incentive Plan is (i) to encourage profitability and growth through short-term and long-term incentives that are consistent with New GTY’s objectives; (ii) to give its participants an incentive for excellence in individual performance; (iii) to promote teamwork among its participants; and (iv) to give us a significant advantage in attracting and retaining key employees, directors, and consultants.
To accomplish this purpose, the Incentive Plan permits the granting of awards in the form of incentive stock options within the meaning of Section 422 of the Code, non-qualified stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units, performance based awards (including performance shares, performance units and performance bonus awards), and other stock-based or cash-based awards.
Shares Subject to the Incentive Plan.   A total of 5,300,000 shares of New GTY common stock will be reserved and available for issuance under the Incentive Plan. The maximum number of shares that may be issued pursuant to options intended to be incentive stock options is 5,300,000 shares of New GTY common stock. The Incentive Plan limits non-employee director compensation, including cash fees and incentive equity awards (based on their grant-date fair value), to a maximum of  $450,000 per fiscal year in respect of their service as non-employee directors. If an award granted under the Incentive Plan is forfeited, canceled, settled, or otherwise terminated, the shares of New GTY common stock underlying that award will again become available for issuance under the Incentive Plan. However, none of the following shares will be available for issuance under the Incentive Plan: (i) shares delivered to or withheld to pay withholding taxes, (ii) shares used to pay the exercise price of an option, or (iii) shares subject to any exercised stock-settled SARs. Any substitute awards shall not reduce the shares authorized for grant under the Incentive Plan.
Administration of the Incentive Plan.   The Incentive Plan will be administered by the plan administrator, which will be comprised of New GTY’s board of directors or a committee thereof designated by New GTY’s board of directors. The plan administrator has the power to determine the terms of the awards granted under the Incentive Plan, including the exercise price, the number of shares subject to each award, and the exercisability of the awards. The plan administrator also has the power to determine the persons to whom and the time or times at which awards will be made and to make all other determinations and take all other actions advisable for the administration of the Incentive Plan.
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Participation.   Participation in the Incentive Plan will be open to employees, non-employee directors and consultants of New GTY or its affiliates, who have been selected as eligible recipients under the Incentive Plan by the plan administrator. Awards of incentive stock options, however, shall be limited to employees of New GTY or certain of its affiliates.
Types of Awards.   The types of awards that may be made under the Incentive Plan are described below. All of the awards described below are subject to the conditions, limitations, restrictions, vesting and forfeiture provisions determined by the plan administrator, subject to certain limitations provided in the Incentive Plan.
Performance-Based Awards.   We may grant awards, the vesting of which is conditioned on satisfaction of certain performance criteria. Such performance-based awards may include performance-based restricted shares, restricted stock units or any other types of awards authorized under the Incentive Plan.
Performance Goals.   If the plan administrator determines that the vesting of an award granted to a participant will be subject to the attainment of one or more performance goals, such performance goals may be based on any one or more of the following (or such other performance criteria as the plan administrator may determine): earnings before interest and taxes; earnings before interest, taxes, depreciation and amortization; net operating profit after tax; cash flow; revenue; net revenues; sales; days sales outstanding; scrap rates; income; net income; operating income; net operating income, operating margin; earnings; earnings per share; return on equity; return on investment; return on capital; return on assets; return on net assets; total stockholder return; economic profit; market share; appreciation in the fair market value, book value or other measure of value of New GTY’s common stock; expense/cost control; working capital; volume/production; new products; customer satisfaction; brand development; employee retention or employee turnover; employee satisfaction or engagement; environmental, health, or other safety goals; individual performance; strategic objective milestones; days inventory outstanding; or, as applicable, any combination of, or a specified increase or decrease in, any of the foregoing.
Restricted Stock.   A restricted stock award is an award of shares of common stock that vest in accordance with the terms and conditions established by the plan administrator and set forth in the applicable award agreement. The plan administrator will determine and set forth in the award agreement whether the participant will be entitled to vote the shares of restricted stock and/or receive dividends on such shares.
Restricted Stock Units.   A restricted stock unit is a right to receive shares of common stock (or their cash equivalent) at a specified date in the future, subject to forfeiture of such right. If the restricted stock unit has not been forfeited, then on the date specified in the restricted stock unit grant, New GTY must deliver to the holder of the restricted stock unit unrestricted shares of common stock (or their cash equivalent).
Non-Qualified Stock Options.   A non-qualified stock option entitles the recipient to purchase shares of New GTY common stock at a fixed exercise price, which purchase may be conditioned on vesting in accordance with terms and conditions established by the plan administrator and set forth in an applicable award agreement. The exercise price per share will be determined by the plan administrator, but such price will not be less than 100% of the fair market value of a share of New GTY common stock on the date of grant. Fair market value will generally be the closing price of a share of New GTY common stock on Nasdaq on the date of grant. Non-qualified stock options under the Incentive Plan generally must be exercised within ten years from the date of grant. A non-qualified stock option is an option that does not meet the qualifications of an incentive stock option as described below.
Incentive Stock Option.   An incentive stock option is a stock option that entitles the recipient to purchase shares of New GTY common stock at a fixed exercise price and further meets the requirements of Section 422 of the Code. The recipient’s purchase of shares under an incentive stock option may be conditioned on vesting in accordance with terms and conditions established by the plan administrator and set forth in an applicable award agreement. Incentive stock options may be granted only to employees of New GTY and certain of its affiliates. The exercise price per share of an incentive stock option must not be less than 100% of the fair market value of a share of New GTY common stock on the date of grant, and the aggregate fair market value of shares underlying incentive stock options that are exercisable for the first
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time by a participant during any calendar year (based on the applicable exercise price) may not exceed $100,000. No incentive stock option may be granted to any person who, at the time of the grant, owns or is deemed to own stock possessing more than 10% of New GTY’s total combined voting power or that of any of New GTY’s affiliates unless (i) the option exercise price is at least 110% of the fair market value of the stock subject to the option on the date of grant and (ii) the term of the incentive stock option does not exceed five years from the date of grant.
Stock Appreciation Rights.   A SAR entitles the holder to receive an amount equal to the difference between the fair market value of a share of New GTY common stock on the exercise date and the exercise price of the SAR (which may not be less than 100% of the fair market value of a share of New GTY common stock on the grant date), multiplied by the number of shares of common stock subject to the SAR (as determined by the plan administrator).
Other Stock-Based Awards.   We may grant or sell to any participant unrestricted common stock, dividend equivalent rights and/or other awards denominated in or valued by refer