QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY GENERAL MEETING
These Questions and Answers are only summaries of the matters they discuss. They do not contain all of the information that may be
important to you. You should read carefully the entire document, including any annexes to this proxy statement.
Why am I receiving this proxy
statement?
This proxy statement and the enclosed proxy card are being sent to you in connection with the solicitation of proxies
by the Companys Board for use at the Extraordinary General Meeting to be held in person or virtually on , 2023, or at any
adjournments or postponement thereof. This proxy statement summarizes the information that you need to make an informed decision on the proposals to be considered at the Extraordinary General Meeting.
GTAC is a blank check company incorporated on February 9, 2021 as a Cayman Islands exempted company for the purpose of effecting a
merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (an initial business combination).
In February 2021, the Sponsor paid $25,000, or approximately $0.004 per share, to cover certain of the Companys offering and
formation costs in consideration of 6,468,750 Class B Ordinary Shares, par value $0.0001. On June 30, 2021, the Sponsor surrendered 2,156,250 Class B Ordinary Shares for no consideration, resulting in 4,312,500 shares outstanding of
which 562,500 were subject to forfeiture in the event the underwriters over-allotment option is not exercised. On October 20, 2021, the Companys Board approved a 1.16666667 for 1 share
dividend for each Class B Ordinary Share outstanding, resulting in 5,031,250 Class B Ordinary Shares outstanding of which 656,250 were subject to forfeiture in the event the underwriters
over-allotment option was not exercised. As a result of the underwriters election to partially exercise their over-allotment option, on December 5, 2021,
31,250 Class B ordinary shares were forfeited, resulting in an aggregate of 5,000,000 Class B Ordinary Shares issued and outstanding. Prior to the initial investment in the company of $25,000 by the Sponsor, the company had no assets,
tangible or intangible. The per share price of the Class B Ordinary Shares was determined by dividing the amount contributed to the company by the number of Class B Ordinary Shares issued. On July 11, 2021, the Sponsor transferred
40,000 Class B Ordinary Shares to each of the Companys independent directors, other than Michael Zeisser, at their original purchase price.
On October 25, 2021, the Company consummated its initial public offering (IPO) of 20,000,000 units, which included the
partial exercise of the underwriters option to purchase an additional 2,500,000 units, at $10.00 per unit. Each unit consists of one Class A ordinary share, par value $0.0001 per share, of the Company (Class A Ordinary
Shares or public shares) and one-half of one redeemable warrant to purchase one Class A Ordinary Share. Simultaneously with the consummation of the IPO, GTAC completed the private
placement of 10,500,000 private placement warrants (the Private Placement and collectively the Private Placement Warrants) at a purchase price of $1.00 per Private Placement Warrant to the Sponsor, generating gross proceeds
to the Company of $10,500,000. Following the closing of the IPO and the Private Placement, a total of $204,000,000 of the net proceeds from its IPO and the Private Placement were placed in a trust account at JPMorgan Chase Bank, N.A. (the
Trust Account) with Continental Stock Transfer & Trust Company (Continental) acting as trustee. The Companys charter provides for the return of the IPO proceeds held in the Trust Account to the holders of
public shares if the Company does not complete the Companys initial business combination by April 25, 2023 (or by October 25, 2023 at the election of the Company in two separate three-month extensions subject to satisfaction of
certain conditions, including the deposit of up to $2,000,000 ($0.10 per unit in each case) for each three-month extension, into the Trust Account).
While the Company is currently in discussions regarding various business combination opportunities, the Board has determined that there may
not be sufficient time before April 25, 2023, or by the applicable deadline as may be extended, to complete an initial business combination. Therefore, the Board has determined that it is in
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