- Tyfon is a contemporary art marketplace in China with a differentiated offline to online ("O2O") platform
- Compelling revenue and gross profit CAGRs of ~49% and ~52% (2021A-2024E), respectively
- Attractive and profitable, net income of $23 million (2023A) and Adjusted EBITDA of $34 million (2023A)
- Estimated post-transaction enterprise value of $434 million
- No minimum cash condition due to Tyfon's healthy balance sheet position
ZEPHYR COVE, Nev. and SUZHOU, China, May 15, 2024 /PRNewswire/ -- Global Technology Acquisition Corp. I (NASDAQ:GTAC) ("GTAC"), a special purpose acquisition company, and Tyfon Culture Holdings Limited ("Tyfon"), a well-recognized O2O Chinese art marketplace, have entered into a definitive business combination agreement (the "Business Combination Agreement"), pursuant to which Tyfon would become publicly listed. The proposed business combination (the "Business Combination") is expected to close in the second half of 2024, subject to customary closing conditions, including regulatory and shareholder approvals. Upon closing of the Business Combination, the combined company will be named Tyfon Culture Inc. and will continue to be listed on the Nasdaq Stock Market under the ticker symbol "TFCI."
Tyfon is a leading art marketplace in China, with a proprietary O2O business model that combines the benefits of in-person art experiences and exhibitions with an innovative online marketplace that offers greater transaction efficiencies, authentication, traceability, and data repository. Tyfon has demonstrated very significant growth in the contemporary Chinese art market (i.e., artworks created after 1949), with Tyfon becoming the largest painting trading intermediary in China, as measured by transaction value in 2022, according to a Frost & Sullivan report. With $906 million in Gross Merchandise Value transacted on the platform from 2021 through 2023 and over 110,000 registered users as of 2023, Tyfon is a major art marketplace in China.
"It is our great pleasure to have found Tom and the GTAC team earlier this year. We have since engaged in deep discussions with the GTAC team about our business and the vast market we serve, and believe that they can help take our business to the next level. With extensive experience in capital markets, mergers and acquisitions, and a profound understanding of the Asian markets, Tom and his colleagues check all the boxes of great long-term partners of ours. We look forward to continuing to provide quality services to our customers, and are thrilled to be able to deliver more diversified products and expand into overseas art markets in the near future," said Ting Hu, Founder and Chairwoman of Tyfon.
"Tyfon's leadership in contemporary Chinese art sales, its compelling operating fundamentals, its strong cash position, and its proven track record of success give us great confidence in its future prospects as a Nasdaq-listed company. Our team is committed to helping Tyfon reach new heights, and we are deeply excited to be working with an experienced and visionary management team. We have had the opportunity to see the power of the O2O business model in-person and experience firsthand Tyfon's management's passion for art. We look forward to supporting Tyfon in achieving its mission as the world's leading offline and online global art marketplace," said Thomas D. Hennessy, Chairman and CEO of GTAC.
Through its partnership with GTAC, Tyfon expects to be uniquely positioned to expand its art marketplace platform internationally and to expand its offerings in product categories and technology services. Upon closing of the Business Combination, the senior leadership of Tyfon will continue to manage the combined company, and two of the seven directors will initially be appointed by GTAC.
Transaction Terms & Financing
The combined company will have an estimated post-transaction enterprise value of $434 million, based on a pre-money equity value for Tyfon of $428 million and assuming 57% redemptions by GTAC's existing public shareholders and an anticipated $10 million PIPE investment. Net proceeds raised from the Business Combination will be used to fund future growth opportunities. The Business Combination is not subject to a minimum cash condition.
The Business Combination has been unanimously approved by the Boards of Directors of both Tyfon and GTAC.
Additional information about the Business Combination, including a copy of the business combination agreement and investor presentation, will be provided in a Current Report on Form 8-K to be filed by GTAC with the U.S. Securities and Exchange Commission (the "SEC"). Additional information about the proposed Business Combination will be described in GTAC's registration statement on Form F-4 to be filed with the SEC, which will include a proxy statement/prospectus. GTAC also will file other documents regarding the Business Combination with the SEC.
Advisors
K&L Gates LLP is serving as legal advisor to Tyfon. Sidley Austin LLP is serving as legal advisor to GTAC. CMD Global Partners, LLC is serving as financial advisor to Tyfon.
About Tyfon Culture Holdings Limited
Founded in 2013 and headquartered in Suzhou, Jiangsu ...