Item 8.01 Other Events.

As previously disclosed, on April 28, 2022, GTY Technology Holdings Inc. (the "Company") entered into an Agreement and Plan of Merger with GI Georgia Midco, Inc. ("Parent") and GI Georgia Merger Sub Inc. ("Merger Sub") providing for the merger of Merger Sub with and into the Company (the "merger"), with the Company surviving the merger as a wholly owned subsidiary of Parent. On June 1, 2022, the Company filed with the Securities and Exchange Commission (the "SEC") a definitive proxy statement for the solicitation of proxies in connection with the special meeting of shareholders of the Company to be held on June 30, 2022, for purposes of voting, among other things, on matters necessary to complete the merger (the "Proxy Statement").

While the Company believes that the disclosures set forth in the Proxy Statement comply fully with applicable law, the Company has determined to voluntarily supplement the Proxy Statement with various disclosures. These disclosures are provided in this Current Report on Form 8-K. Nothing in this Current Report on Form 8-K will be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein. These disclosures should be read in connection with the Proxy Statement, which should be read in its entirety. Defined terms used but not defined herein have the meanings set forth in the Proxy Statement. Without agreeing in any way that the disclosures below are material or otherwise required by law, the Company makes the following amended and supplemental disclosures:





                         SUPPLEMENT TO PROXY STATEMENT

1. The section of the Proxy Statement entitled "The Merger-Background of the

Merger" is hereby supplemented as follows:

A. The fourth sentence of the second paragraph on page 30 (such paragraph


    beginning with "On January 30, 2020, . . .") is hereby amended and restated to
    read as follows:

Each non-disclosure agreement contained standstill obligations with a term of 12 months (most of which included a "don't ask, don't waive" standstill provision) that automatically terminate upon the signing of a definitive agreement with a third party for the sale of the Company.

B. The following sentence is hereby inserted immediately preceding the last

sentence of the carryover paragraph on page 41 (such paragraph beginning with

"Also on April 20, 2022, . . .") of the Proxy Statement:

As a result of the positive and negative trends noted above, the Company Projections reflected, among other things, lower headcount and revenue growth, lower operating expenses, and modestly higher unlevered free cash flow over the forecast period than did the Original Projections.

2. The section of the Proxy Statement entitled "The Merger-Opinion of Credit


    Suisse Securities (USA) LLC-Selected Companies Analyses" is hereby
    supplemented as follows:

A. The fourth paragraph on page 49 (such paragraph beginning with "The selected

companies were . . .") is hereby deleted.

B. The word "above" in the first sentence of the fifth paragraph on page 49 (such


    paragraph beginning with "For each of the selected companies listed
    above, . . .") is hereby replaced with the word "below."

C. The following sentence and table are hereby inserted immediately preceding the


    first paragraph on page 50 (such paragraph beginning with "Taking into
    account . . ."):




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The selected companies and the applicable multiples were:





                                                       Enterprise Value /     Enterprise Value /
                                                         2022E Revenue          2023E Revenue
SS&C Technologies Holdings, Inc.                                  4.6x                   4.4x
Tyler Technologies, Inc.                                          9.1x                   8.3x
Guidewire Software, Inc.                                          8.4x                   7.5x
PowerSchool Holdings, Inc.                                        7.5x                   6.8x
Everbridge, Inc.                                                  5.2x                   4.4x
Evolv Technologies Holdings, Inc.                                 3.6x                   1.7x
Fathom Holdings Inc.                                              0.2x                   0.2x

3. The section of the Proxy Statement entitled "The Merger-Opinion of Credit


    Suisse Securities (USA) LLC-Selected Transactions Analysis" is hereby
    supplemented as follows:

A. The third paragraph and the table that follows on page 50 (such paragraph

beginning with "The selected transactions were . . .") are hereby deleted.

B. The word "above" in the first sentence of the first paragraph on page 51 (such


    paragraph beginning with "For each of the selected transactions listed
    above, . . .") is hereby replaced with the word "below."

C. The following sentence and table are hereby inserted immediately preceding the


    second paragraph on page 51 (such paragraph beginning with "Taking into
    account . . ."):

The selected transactions and the applicable multiples were:





                                                                           Enterprise
                                                                             Value /
Announced   Acquiror                       Target                          LTM Revenue
                                           Houghton Mifflin Harcourt
02 /2022    Veritas Capital                Co.                                   2.5x
02 /2022    HelpSystems                    Tripwire                              3.3x
            SS&C Technologies Holdings,
12 /2021    Inc.                           Blue Prism Group Plc                  6.8x
            Clearlake Capital Group,
11 /2021    L.P.                           Quest Software                        4.9x
08 /2021    mdf commerce inc.              Periscope Holdings, Inc.              7.2x
            Science Applications
06 /2021    International Corp.            Halfaker and Associates, LLC          2.5x
05 /2021    Absolute Software Corp.        NetMotion Software, Inc.              5.7x
02 /2021    Tyler Technologies, Inc.       NIC, Inc.                             4.5x
            Veritas Capital and
            Evergreen Coast Capital
02 /2021    Corp.                          Cubic Corp.                           2.1x
10 /2020    Francisco Partners             Forcepoint                            2.1x
                                           DXC - U.S. State and Local
                                           Health and Human Services
03 /2020    Veritas Capital                business                              3.5x
            Science Applications
02 /2020    International Corp.            Unisys Federal                        1.7x
12 /2019    Thoma Bravo                    Instructure                           7.4x
11 /2019    Workday, Inc.                  Scout RFP                            14.4x
10 /2019    Thoma Bravo                    Sophos                                5.4x
09 /2019    Vista Equity Partners          Acquia                                5.0x
08 /2019    Perspecta Inc.                 Knight Point Systems, LLC             1.7x
04 /2019    Coupa Software                 Exari                                 7.3x
            Science Applications
09 /2018    International Corp.            Engility Holdings, Inc.               1.3x
03 /2018    Inovalon                       ABILITY Network                       8.6x
02 /2018    R1 RCM Inc.                    Intermedix Corp.                      2.4x
01 /2018    On Assignment, Inc.            ECS Federal, LLC                      1.3x




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4. The section of the Proxy Statement entitled "The Merger-Opinion of Credit


    Suisse Securities (USA) LLC-Discounted Cash Flow Analysis" is hereby
    supplemented as follows:

A. The second sentence of the third paragraph on page 51 (such paragraph


    beginning with "Credit Suisse performed . . .") is hereby amended and restated
    to read as follows:

Credit Suisse applied, based on its judgment and experience, a range of terminal value multiples of 3.0x to 4.0x to the Company's estimated revenue for year ended December 31, 2026 based on the Company Projections and discount rates ranging from 11.0% to 13.0%, derived from an estimated weighted average cost of capital calculation, to the projected unlevered free cash flows and calculated terminal values.

5. The section of the Proxy Statement entitled "The Merger-Opinion of Credit


    Suisse Securities (USA) LLC-Certain Additional Information" is hereby
    supplemented by amending and restating the second bullet on page 51 (such
    bullet beginning with "price targets . . .") of the Proxy Statement as
    follows:

· price targets of three publicly available Wall Street research analysts for the


   Company common stock, which indicated a low to high target stock price range
   for the Company common stock of $8.00 to $10.00 per share (with a mean and
   median stock price target of $9.00).

6. The section of the Proxy Statement entitled "The Merger-Certain Prospective

Financial Information" is hereby supplemented as follows:

A. The heading "Certain Prospective Financial Information" on page 52 of the


    Proxy Statement and the cross-references to such heading in the Table Contents
    and elsewhere in the Proxy Statement are hereby replaced with "Certain
    Prospective and Other Unaudited Financial Information."

B. The first sentence of the second paragraph on page 52 of the Proxy Statement


    is hereby amended and restated to read as follows (it being understood that
    the only changes to such sentence are the inclusion of the two parentheticals
    noted below):

The Company Projections assumed that annual revenue growth rates would accelerate from 27% average annual revenue growth between 2019 and 2021 to 39% in 2023 (as compared to 51% in 2023 for the Original Projections) as a result of investment in additional sales and marketing resources combined with improving market conditions and that annual revenue growth rates between 2024 and 2026 would moderate to an average of approximately 26% (as compared to 37% for the Original Projections).

C. The following paragraph is hereby inserted immediately following the carryover


    paragraph on page 53 (such paragraph beginning with "The table below
    presents . . ."):

The Company also provided to the Board for its evaluation of the merger and to Credit Suisse for purposes of performing analyses underlying its opinion estimates of (a) its net indebtedness, including finance lease liabilities, as of March 31, 2022, adjusted to reflect debt funding drawn on April 1, 2022 and to give effect to values attributable to the contingent consideration payable by the Company arising from prior transactions, of approximately $56 million and (b) its net operating loss balance, as of March 31, 2022 and after giving effect to a valuation allowance, of approximately $85 million. The non-GAAP financial measures used in the Company Projections were relied upon by Credit Suisse for purposes of its fairness opinion and by the Board in connection with its consideration of the proposed merger. Non-GAAP financial measures provided to a financial advisor for purposes of its fairness opinion or to bidders in connection with a possible merger are, based on Securities and Exchange Commission guidance, excluded from the definition of non-GAAP financial measure, and, therefore, are not subject to Securities and Exchange Commission rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Reconciliations of the non-GAAP financial measures were not relied upon by Credit Suisse for purposes of its fairness opinion or by the Board in connection with its consideration of the proposed merger. Accordingly, the Company has not provided a reconciliation of the non-GAAP financial measures included in the Company Projections.





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7. The section of the Proxy Statement entitled "The Merger-Certain Prospective

Financial Information-Company Projections" is hereby supplemented as follows:

A. The table on page 53 is hereby replaced with the following table (it being

understood that the only changes to the previous table are the inclusion of

the projected financial data for Adjusted gross profit and Capital


    expenditures):




                                                 Fiscal Year Ending December 31,
In millions (1)                         2022 (2)       2023      2024      2025      2026
Revenue                                $       71      $  99     $ 127     $ 160     $ 200
Adjusted gross profit (3)              $       46      $  65     $  86     $ 110     $ 139
Adjusted operating (loss) income (4)   $      (13 )    $  (7 )   $   1     $  12     $  25
Capital expenditures                   $        0      $   2     $   1     $   1     $   2
Unlevered free cash flow (5)           $      (12 )    $ (20 )   $ (13 )   $  (6 )       -

B. Footnote 2 on page 54 is hereby amended and restated to read as follows:

(2) For the nine months ending December 31, 2022, the estimated Revenue, Adjusted


     gross profit, Adjusted operating (loss) income, Capital expenditures and
     Unlevered free cash flow in the Company Projections were approximately
     $55 million, $36 million, ($10 million), $0 million and ($7 million),
     respectively.

C. The following Footnote 3 is hereby inserted immediately following Footnote 2

on page 54:

(3) Adjusted gross profit, a non-GAAP measure, is defined as Revenue, less Cost


     of goods sold, adjusted to exclude the effect of stock-based compensation
     expense.

D. Footnotes 3 and 4 on page 54 are hereby renumbered as Footnotes 4 and 5,


    respectively, and the clause ", a non-GAAP measure," is hereby inserted
    immediately following (i) the words "Adjusted operating (loss) income" in the
    renumbered Footnote 4 and (ii) the words "Unlevered free cash flow" in the
    first sentence of the renumbered Footnote 5.




                                   * * * * *

Additional Information and Where to Find It

In connection with the proposed merger, the Company filed on June 1, 2022 the Proxy Statement with the SEC in connection with the solicitation of proxies to approve the merger. The Proxy Statement and proxy card have been mailed to each shareholder entitled to vote at the special meeting to consider the merger. SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS FILED BY THE COMPANY WITH THE SEC IN CONNECTION WITH THE MERGER. Shareholders may obtain, free of charge, the Proxy Statement, any amendments or supplements thereto, and any other relevant documents filed by the Company with the SEC in connection with the merger at the SEC's website (http://www.sec.gov). Copies of the Proxy Statement, any amendments or supplements thereto, and any other relevant documents filed by the Company with the SEC in connection with the merger will also be available, free of charge, at the Company's website (https://gtytechnology.com/about/investor-materials) or by writing to the Company, Attention: Investor Relations, 800 Boylston Street, 16th Floor, Boston, Massachusetts, 02199.

Participants in the Solicitation

The Company, its directors and certain executive officers may be deemed to be participants in the solicitation of proxies from shareholders in connection with the merger. Additional information regarding such participants, including their direct or indirect interests, by security holdings or otherwise, is included in the Proxy Statement and will be included in other relevant documents to be filed with the SEC in connection with the merger. Information about the Company's directors and executive officers and their ownership of the common stock of the Company is set forth in the definitive proxy statement for the Company's 2022 annual meeting of shareholders filed with the SEC on April 28, 2022. Free copies of these documents may be obtained as described in the preceding paragraph.





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Forward-Looking Statements

This filing contains forward-looking statements that involve risks and uncertainties, including statements regarding the merger, the special meeting of shareholders to consider the merger, the solicitation of proxies to approve the merger, and the closing of the merger. If any of these risks or uncertainties materialize, or if any of the Company's assumptions prove incorrect, the Company's actual results could differ materially from the results expressed or implied by these forward-looking statements. Additional risks and uncertainties include those associated with the possibility that the conditions to the closing of the merger are not satisfied, including the risk that required approvals from the Company's shareholders for the merger or required regulatory approvals to consummate the merger are not obtained; potential litigation relating to the merger; uncertainties as to the timing of the consummation of the merger; the ability of each party to consummate the merger; possible disruption related to the merger to the Company's current plans and operations, including through the loss of customers and employees; and other risks and uncertainties detailed in the periodic reports that the Company files with the SEC, including the Company's Annual Report on Form 10-K filed with the SEC on February 18, 2022, which may be obtained on the investor relations section of the Company's website (https://gtytechnology.com/about/investor-materials). All forward-looking statements in this filing are based on information available to the Company as of the date of this filing, and the Company does not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made, except as required by law.





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