INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1.
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Description of Registrants Securities to be Registered
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General
As previously reported, on September 20,
2020, Garrett Motion Inc., a Delaware corporation (the Company), and certain of its subsidiaries (collectively, the Debtors) filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States
Code (the Bankruptcy Code) in the United States Bankruptcy Court for the Southern District of New York (the Bankruptcy Court). On April 26, 2021, the Bankruptcy Court entered an order (the
Confirmation Order) confirming the Debtors Amended Joint Plan of Reorganization under the Bankruptcy Code (the Plan), a copy of which (including the Plan, as confirmed) is filed as Exhibit 2.1 hereto. On
April 30, 2021 (the Effective Date), the Company satisfied the conditions specified in the Confirmation Order and the Plan became effective.
Pursuant to the Plan, on the Effective Date, all shares of the existing common stock of the Company were cancelled, and the Company created new common stock,
par value $0.001 per share (the Common Stock). Pursuant to the Plan, the Company issued 65,035,801 shares of Common Stock on the Effective Date. This registration statement registers under Section 12(b) of the Securities
Exchange Act of 1934, as amended (the Exchange Act), the Common Stock. The Company has applied to list the Common Stock on the Nasdaq Global Select Market under the symbol of GTX.
Also on the Effective Date, the Company filed its Second Amended and Restated Certificate of Incorporation (the Certificate of
Incorporation) with the Secretary of State of the State of Delaware and adopted its Second Amended and Restated Bylaws (the Bylaws). The following description of the Companys capital stock does not purport to be
complete and is subject to and qualified by the full terms of the Certificate of Incorporation, the Bylaws, the Certificate of Designations for the Series A Preferred Stock (the Series A Certificate of Designations) and the
Certificate of Designations for the Series B Preferred Stock (the Series B Certificate of Designations), copies of which are attached to this registration statement as Exhibit 3.1, Exhibit 3.2, Exhibit 3.3 and Exhibit 3.4,
respectively, and are incorporated herein by reference. Additionally, the General Corporation Law of the State of Delaware (the DGCL) may contain provisions which affect the capital stock of the Company.
Authorized Capitalization
Under the Certificate of
Incorporation, the Companys authorized capital stock consists of 2,200,000,000 shares of capital stock, consisting of (i) 1,000,000,000 shares of Common Stock and (ii) 1,200,000,000 shares of preferred stock. As of April 30, 2021, the Company
had 65,035,801 issued and outstanding shares of Common Stock, 247,771,428 issued and outstanding shares of convertible Series A preferred stock, par value $0.001 per share (the Series A Preferred Stock) and 834,800,000 issued and
outstanding shares of Series B preferred stock, par