Entry into Merger Agreement	6 Months Ended
Jun. 30, 2024
Entry Into Merger Agreement
Entry into Merger Agreement	Note 2—Entry into Merger Agreement Merger Agreement: On May 14, 2024, the Company entered into the Merger Agreement with Merger Sub and Tyfon. Tyfon operates an online art marketplace in China and is based in Suzhou, China. Pursuant to the Merger Agreement, the parties thereto will enter into a business combination transaction (the “Business Combination”) by which, among other others, Merger Sub will merge with and into Tyfon (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”), with Tyfon surviving the Merger as a wholly owned subsidiary of the Company. Upon closing of the Merger (the “Closing,” and the date on which the Closing occurs, the “Closing Date”), Tyfon will change its name to “Tyfon Culture Inc.”, and its Class A ordinary shares, par value of $0.0001 per share (“New Tyfon Ordinary Shares”) are expected to trade on the Nasdaq Capital Market under the ticker symbol “TFCI.” The Transactions reflect an implied pro forma enterprise value for Tyfon of $428 million, and the consideration payable to the shareholders of Tyfon will consist entirely of New Tyfon Ordinary Shares. The Transactions are expected to be consummated subject to the terms and conditions set forth in the Merger Agreement, including, among others: (i) there being no governmental order or law in force enjoining or prohibiting the consummation of the Transactions, (ii) no proceedings brought by a third-party to enjoin or otherwise restrict the consummation of the Closing and the Merger, (iii) the proxy statement/prospectus have been declared effective by the Securities and Exchange Commission (the “SEC”), (iv) the receipt of the Purchaser Shareholders’ Approval (as defined in the Merger Agreement), (v) approval by the requisite shareholder of Tyfon of the Transactions, (vi) China Securities Regulatory Commission (“CSRC”) filing procedures having been accepted by the CSRC and published on its website, (vii) the New Tyfon Ordinary Shares and warrants to purchase New Tyfon Ordinary Shares having been approved for listing on Nasdaq and our Class A Ordinary Shares will remain listed for trading on Nasdaq, and (viii) other customary closing conditions related to the parties’ respective representations, warranties and pre-Closing covenants set forth in the Merger Agreement. The consummation of the Business Combination is not subject to any minimum cash condition. On May 15, 2024, the Company filed a Current Report on Form 8-K with the SEC to report the Merger Agreement and other legal agreements relating to the Business Combination. Sponsor Support Agreement: In connection with the execution of the Merger Agreement, the Company and the New Sponsor entered into the sponsor support agreement, dated May 14, 2024 (the “Sponsor Support Agreement”), pursuant to which, among other things, the New Sponsor agreed to (i) vote all Ordinary Shares held by it in favor of the Required GTAC Proposals (as defined in the Sponsor Support Agreement) at the GTAC Shareholders Meeting (as defined in the Sponsor Support Agreement), (ii) not redeem any of its Class A Ordinary Shares, (iii) forfeit all of its existing Private Placement Warrant effective as of immediately prior to the Closing, (iv) waive the anti-dilution rights with respect to the Class B Ordinary Shares set forth in the Company’s organizational documents in connection with the consummation of the Transactions and (v) agreed not to transfer any Ordinary Shares or Public Warrants until the earlier of the Closing and termination of the Merger Agreement in accordance with its terms. Tyfon is a third-party beneficiary of the Sponsor Support Agreement, and the New Sponsor and the Company cannot amend the Sponsor Support Agreement without the written consent of Tyfon.

Entry into Merger Agreement

6 Months Ended

Jun. 30, 2024

Note 2—Entry into Merger Agreement

Merger Agreement:

On May 14, 2024, the Company entered into the Merger Agreement with Merger Sub and Tyfon. Tyfon operates an online art marketplace in China and is based in Suzhou, China.

Pursuant to the Merger Agreement, the parties thereto will enter into a business combination transaction (the “Business Combination”) by which, among other others, Merger Sub will merge with and into Tyfon (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”), with Tyfon surviving the Merger as a wholly owned subsidiary of the Company. Upon closing of the Merger (the “Closing,” and the date on which the Closing occurs, the “Closing Date”), Tyfon will change its name to “Tyfon Culture Inc.”, and its Class A ordinary shares, par value of $0.0001 per share (“New Tyfon Ordinary Shares”) are expected to trade on the Nasdaq Capital Market under the ticker symbol “TFCI.” The Transactions reflect an implied pro forma enterprise value for Tyfon of $428 million, and the consideration payable to the shareholders of Tyfon will consist entirely of New Tyfon Ordinary Shares.

The Transactions are expected to be consummated subject to the terms and conditions set forth in the Merger Agreement, including, among others: (i) there being no governmental order or law in force enjoining or prohibiting the consummation of the Transactions, (ii) no proceedings brought by a third-party to enjoin or otherwise restrict the consummation of the Closing and the Merger, (iii) the proxy statement/prospectus have been declared effective by the Securities and Exchange Commission (the “SEC”), (iv) the receipt of the Purchaser Shareholders’ Approval (as defined in the Merger Agreement), (v) approval by the requisite shareholder of Tyfon of the Transactions, (vi) China Securities Regulatory Commission (“CSRC”) filing procedures having been accepted by the CSRC and published on its website, (vii) the New Tyfon Ordinary Shares and warrants to purchase New Tyfon Ordinary Shares having been approved for listing on Nasdaq and our Class A Ordinary Shares will remain listed for trading on Nasdaq, and (viii) other customary closing conditions related to the parties’ respective representations, warranties and pre-Closing covenants set forth in the Merger Agreement. The consummation of the Business Combination is not subject to any minimum cash condition.

On May 15, 2024, the Company filed a Current Report on Form 8-K with the SEC to report the Merger Agreement and other legal agreements relating to the Business Combination.

Sponsor Support Agreement:

In connection with the execution of the Merger Agreement, the Company and the New Sponsor entered into the sponsor support agreement, dated May 14, 2024 (the “Sponsor Support Agreement”), pursuant to which, among other things, the New Sponsor agreed to (i) vote all Ordinary Shares held by it in favor of the Required GTAC Proposals (as defined in the Sponsor Support Agreement) at the GTAC Shareholders Meeting (as defined in the Sponsor Support Agreement), (ii) not redeem any of its Class A Ordinary Shares, (iii) forfeit all of its existing Private Placement Warrant effective as of immediately prior to the Closing, (iv) waive the anti-dilution rights with respect to the Class B Ordinary Shares set forth in the Company’s organizational documents in connection with the consummation of the Transactions and (v) agreed not to transfer any Ordinary Shares or Public Warrants until the earlier of the Closing and termination of the Merger Agreement in accordance with its terms. Tyfon is a third-party beneficiary of the Sponsor Support Agreement, and the New Sponsor and the Company cannot amend the Sponsor Support Agreement without the written consent of Tyfon.