EX-99.1 5 ea160217ex99-1_globalspac.htm INVESTOR PRESENTATION, DATED MAY 2022

Exhibit 99.1


May 2022



This presentation (the "Presentation") is for informational purposes only to assist interested parties in making an evaluation with respect to a proposed business combination (the “Potential Business Combination”) between Global SPAC Partners Co. (“Global”) and Gorilla Technology Group Inc. (the "Company" or “Gorilla”) and is being furnished solely for use by prospective investors in connection with their consideration of an investment in Global. This Presentation does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Potential Business Combination or (ii) an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any security of Global, the Company, or any of their respective affiliates . Specifically, this Presentation shall not constitute a solicitation as defined in Rule 14 a - 1 of the Securities Exchange Act of 1934 , as amended (the “Exchange Act”) . You should not construe the contents of this Presentation as legal, tax, accounting or investment advice or a recommendation . You should consult your own counsel and tax and financial advisors as to legal and related matters concerning the matters described herein, and, by accepting this Presentation, you confirm that you are not relying upon the information contained herein to make any decision . The distribution of this Presentation may also be restricted by law and persons into whose possession this Presentation comes should inform themselves about and observe any such restrictions . The recipient acknowledges that it is (i) aware that the United States securities laws prohibit any person who has material, non - public information concerning a company from purchasing or selling securities of such company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities, and (ii) familiar with the Exchange Act and the rules and regulations promulgated thereunder, and that the recipient will neither use, nor cause any third party to use, this Presentation or any information contained herein in contravention of the Exchange Act, including, without limitation, Rule 10 b - 5 thereunder . None of Global, the Company or any of their respective affiliates, employees or representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of any of the information contained in this Presentation or any other information (whether communicated in written or oral form) transmitted or made available to prospective acquirers or investors and each of such persons expressly disclaims any and all liability relating to or resulting from the use of this Presentation or such other information by a prospective acquirer or investor or any of their affiliates or representatives . Prospective investors are not entitled to rely on the accuracy or completeness of the Presentation and are entitled to rely solely on only those particular representations and warranties, if any, which may be made by Global or the Company to an investor in a subscription agreement, when, as and if executed, and subject to such limitations and restrictions as may be specified therein . Each recipient agrees, and the receipt of this Presentation serves as an acknowledgment thereof, that the subject matter hereof and all of the information contained herein is of a confidential nature and that the recipient will treat such information in a confidential manner and will not, directly or indirectly, disclose or permit its affiliates or representatives to disclose any information regarding its receipt hereof or any information contained herein to any other person or reproduce, disseminate, quote or refer to this Presentation, in whole or in part, without the prior written consent of Global and the Company, and you agree to delete or destroy this Presentation upon Global’s or the Company’s request . Projections - The financial projections presented in this Presentation represent management's current estimates of future performance based on various assumptions, which may or may not prove to be correct . The Company’s independent registered public accounting firm has not audited, reviewed, compiled or performed any procedures with respect to the projections and accordingly they did not express an opinion or provide any other form of assurance with respect thereto . These projections should not be relied upon as being necessarily indicative of future results . The assumptions and estimates underlying these projections are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risk that could cause actual results to differ materially from those contained in these projections . See “Forward - Looking Statements” below . Accordingly, there can be no assurance that these projections will be realized . Further, industry experts may disagree with these assumptions and with management's view of the market and the prospects for the Company . This Presentation does not purport to contain all information which may be material to an acquirer or investor, and recipients of this Presentation should conduct their own independent evaluation and due diligence of the Company . Each recipient agrees, and the receipt of this Presentation serves as an acknowledgment thereof, that if such recipient determines to engage in a transaction with the Company, its determination will be based solely on the terms of the definitive agreement relating to such transaction and on the recipient’s own investigation, analysis and assessment of the Company and the Potential Business Combination . Neither Global nor Company intends to update or otherwise revise this Presentation following its distribution and neither Global nor the Company makes any representation or warranty, express or implied, as to the accuracy or completeness of any of the information contained in this Presentation after the date of the Presentation. Unless noted otherwise, all financial figures contained in this Presentation are in U.S. Dollars.



Use of Data - The data contained herein is derived from various internal and external sources . No representation is made as to the reasonableness of the assumptions made within or the accuracy or completeness of any projections or modelling or any other information contained herein . Any data on past performance or modelling contained herein is not an indication as to future performance . Global and the Company assume no obligation to update the information in this Presentation . Further, the financial statements contained herein were prepared by the Company in accordance with private company AICPA standards . The Company is currently in the process of conforming its financials to comply with public company and U . S . Securities and Exchange Commission (the “SEC”) requirements . Trademarks - Global and the Company own or have rights to various trademarks, service marks and trade names that they use in connection with the operation of their respective businesses . This Presentation may also contain trademarks, service marks, trade names and copyrights of third parties, which are the property of their respective owners . The use or display of third parties’ trademarks, service marks, trade names or products in this Presentation is not intended to, and does not imply, a relationship with Global or the Company, or an endorsement or sponsorship by or of Global or the Company . Solely for convenience, the trademarks, service marks, trade names and copyrights referred to in this Presentation may appear without the TM, SM, ® or © symbols, but such references are not intended to indicate, in any way, that Global or the Company will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor to these trademarks, service marks, trade names and copyrights . Industry and Market Information - Information contained in this Presentation concerning Gorilla’s industry and the markets in which it operates, including Gorilla’s general expectations and market position, market opportunity and market size, is based on information from Gorilla’s management’s estimates and research, as well as from industry and general publications and research, surveys and studies conducted by third parties . In some cases, we may not expressly refer to the sources from which this information is derived . Management estimates are derived from industry and general publications and research, surveys and studies conducted by third parties and Gorilla’s knowledge of its industry and assumptions based on such information and knowledge, which we believe to be reasonable . In addition, assumptions and estimates of Gorilla’s and its industry’s future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors . These and other factors could cause Gorilla’s future performance and actual market growth, opportunity and size and the like to differ materially from our assumptions and estimates . Forward Looking Statements - This Presentation contains, and certain oral statements made by representatives of Global and Gorilla and their respective affiliates, from time to time may contain, “forward - looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 . Global’s and Gorilla’s actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward - looking statements as predictions of future events . Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “might” and “continues,” and similar expressions are intended to identify such forward - looking statements . These forward - looking statements include, without limitation, Global’s and Gorilla’s expectations with respect to future performance and anticipated financial impacts of the Potential Business Combination contemplated by the definitive Business Combination Agreement, dated as of December 21 , 2021 (as may be amended or supplemented from time to time, the “Business Combination Agreement”), the satisfaction of the closing conditions to the Potential Business Combination and the timing of the completion of the Potential Business Combination . These forward - looking statements involve significant risks and uncertainties that could cause actual results to differ materially from expected results . Most of these factors are outside of the control of Global or Gorilla and are difficult to predict . Factors that may cause such differences include but are not limited to : (i) the inability of the parties to successfully or timely consummate the Potential Business Combination, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the post - business combination company (the “Combined Entity”) or the expected benefits of the Potential Business Combination, if not obtained ; (ii) the failure to realize the anticipated benefits of the Potential Business Combination ; (iii) matters discovered by the parties as they complete their respective due diligence investigation of the other parties ; (iv) the ability of Global prior to the Potential Business Combination, and the Combined Entity following the Potential Business Combination, to maintain the listing of the Combined Entity’s shares on Nasdaq ; (v) costs related to the Potential Business Combination ; (vi) the lack of a third - party fairness opinion in determining whether or not to pursue the Potential Business Combination ; (vii) the failure to satisfy the conditions to the consummation of the Potential Business Combination, including the approval of the Business Combination Agreement by the shareholders of Global and the satisfaction of the minimum cash requirements of the Business Combination Agreement following any redemptions by Global’s public shareholders ; (viii) the risk that the Potential Business Combination may not be completed by the stated deadline and the potential failure to obtain an extension of the stated deadline ; (ix) the outcome of any legal proceedings that may be instituted against Global or Gorilla related to the Potential Business Combination ; (x) the attraction and retention of qualified directors, officers, employees and key personnel of Global and Gorilla prior to the Potential Business Combination, and the Combined Entity following the Potential Business Combination ; (xi) the ability of the Combined Entity to compete effectively in a highly competitive market ; (xii) the ability to protect and enhance Gorilla’s corporate reputation and brand ; (xiii) the impact from future regulatory, judicial, and legislative changes in Gorilla’s or the Combined Entity’s industry ; (xiv) the uncertain effects of the COVID - 19 pandemic ; (xv) competition from larger technology companies that have greater resources, technology, relationships and/or expertise ; (xvi) future financial performance of the Combined Entity following the Potential Business Combination, including the ability of future revenues to meet projected annual bookings ; (xvii) the ability of the Combined Entity to forecast and maintain an adequate rate of revenue growth and appropriately plan its expenses ; (xviii) the ability of the Combined Entity to generate sufficient revenue from each of its revenue streams ; (xix) the ability of the Combined Entity’s patents and patent applications to protect the Combined Entity’s core technologies from competitors ;



(xx) the Combined Entity’s ability to manage a complex set of marketing relationships and realize projected revenues from subscriptions, advertisements ; (xxi) product sales and/or services ; (xxii) the Combined Entity’s ability to execute its business plans and strategy ; and (xxiii) other risks and uncertainties described herein, as well as those risks and uncertainties discussed from time to time in other reports and other public filings with the SEC by Global or Gorilla . The foregoing list of factors is not exclusive . Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward - looking statements . Readers are cautioned not to place undue reliance upon any forward - looking statements, which speak only as of the date made . Global and Gorilla undertake no obligation to update forward - looking statements to reflect events or circumstances after the date they were made except as required by law or applicable regulation . Use of Non - GAAP Financial Measures - This Presentation includes certain non - GAAP financial measures, including EBITDA, that are not prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and that may be different from non - GAAP financial measures used by other companies . Gorilla and Global believe that the use of these non - GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends of Gorilla . These non - GAAP measures should not be considered in isolation from, or as an alternative to, financial measures determined in accordance with GAAP . Forward - looking non - GAAP financial measures are provided ; they are presented on a non - GAAP basis without reconciliations of such forward - looking non - GAAP measures due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation . Important Information for Investors and Shareholders - In connection with the Potential Business Combination, Gorilla has filed with the SEC a Registration Statement on Form F - 4 , which includes a preliminary proxy statement of Global, and a prospectus of Gorilla in connection with the proposed Potential Business Combination . The definitive proxy statement and other relevant documents will be mailed to Global security holders as of a record date to be established for voting on the Business Combination Agreement and the Potential Business Combination . Investors and security holders of Global and other interested persons are advised to read the preliminary proxy statement, and amendments thereto, and the definitive proxy statement in connection with Global’s solicitation of proxies for the extraordinary general meeting of Global shareholders to be held to approve the Business Combination Agreement and the Potential Business Combination because these documents will contain important information about Global, Gorilla, the Business Combination Agreement and the Potential Business Combination . The definitive proxy statement, the preliminary proxy statement and other relevant materials in connection with the Potential Business Combination (when they become available), and any other documents filed by Global with the SEC, may be obtained free of charge at the SEC’s website (www . sec . gov) or by writing to Global at : 2093 Philadelphia Pike # 1968 , Claymont, DE 19703 . Participants in the Solicitation - Global and the Company and their respective directors and executive officers, under SEC rules, may be deemed to be participants in the solicitation of proxies of Global’s shareholders in connection with the Potential Business Combination . Investors and security holders may obtain more detailed information regarding the names and interests in the Potential Business Combination of Global’s directors and officers in Global’s filings with the SEC, as well as the Company’s Registration Statement, that includes a proxy statement of Global in connection with Global solicitation of proxies for the vote by Global shareholders with respect to the Potential Business Combination and a prospectus of the Company . Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Global’s shareholders in connection with the Potential Business Combination is set forth in the Registration Statement . Additional Information - INVESTORS AND SECURITY HOLDERS OF GLOBAL ARE ADVISED TO READ, WHEN AVAILABLE, THE PROXY STATEMENT/PROSPECTUS IN CONNECTION WITH GLOBAL’S SOLICITATION OF PROXIES FOR ITS EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD TO APPROVE THE POTENTIAL BUSINESS COMBINATION BECAUSE THE PROXY STATEMENT/PROSPECTUS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE POTENTIAL BUSINESS COMBINATION AND THE PARTIES THERETO . When available, the definitive proxy statement/prospectus will be mailed to shareholders of Global as of a record date to be established for voting on the Potential Business Combination . Shareholders will also be able to obtain copies of the proxy statement/prospectus, without charge, once available, at the SEC’s website at www . sec . gov . NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS PRESENTATION IS TRUTHFUL OR COMPLETE .



The Transaction



Gorilla Rollover Equity $519.7 Share Price (per share) (Assumed Trust Valu Escrow Shares (Outstanding & non - cancellable) $142.7 Pro Forma Shares Outstanding PIPE Financing (Subunits $10.10) $50.5 Total Equity Value Estimated Cash in Trust (post - closing) $131.9 Plus: LT Debt Total Sources $844.8 Less: Exis Uses of Funds L Sources & Uses Pro Forma Valuation (in millions, except share price) (in millions) Sources of Funds $519.7 $ Gorilla Rollover Equity Escrow Shares (to Gorilla s/h or PIPE & Public non - redeemers) Estimated Fees & Expenses Net Cash to Balance Sheet Total Uses Pro Forma Revenue Multiples 2022P Revenue 2023P Revenue Effective Price per Pub Pro Forma Ent Pro F Assumptions : Source of Funds: (i) PIPE financing of subunits (1 common + 1/4 warrant) of $50.5m at closing, plus (ii) Full net Trust (post extension) assuming no redemptions by Global's existing public shareholders (including non - redemption commitments). Use of Funds: Estimated Fees & Expenses includes all costs related to the merger transaction, such as audit, legal & financial fees (including PIPE placement, capital markets advisory & deferred IPO underwritingfees.) Pro Forma Illustrative Ownership: Primary % includes (i) 51 million rollover shares to existing Gorilla shareholders & 14 million into escrow, (ii) 5.0 million shares from PIPE issuance (The PIPE investors shall have the right to reduce its $50.5m subscription amount down to a minimum of $30.3m for any reason whatsoever, at its sole discretion, pursuant to the subscription agreement, as amended), and (iii) existing SPAC 17.95 million shares (16.75 million public IPO less 3.8m redeemed subunits at extension vote, 4.19 million Founder shares, 0.1 million u/w, 0.7 million IPO PIPE). Diluted % includes exercise of 12.1 million outstanding warrants and 1.25 million warrantsissued in PIPE, with a strike price of $11.50. (1) Assumes all Escrow Shares are distributedpro rata to PIPE & public shares (assuming no redemptions at merger closing). For illustration, if only 5 million public shares remain outstanding post - merger, then the effective price per public share would be $4.28. 95% 5% Warrant Dilution Diluted (from warrants) 15% 6% 15% 59% 6% Gorilla Shareholders Primary (w/ PIPE Investors) PIPE Shares Escrow Shares SPAC Sponsor & u/w Public IPO Shares



Gorilla shareholders will place into escrow 14 million shares , of the 65 million shares received in the transaction. The escrow shares will be distributed via a “Class - A CVR” for both: o Price protection only to “Cash Investors”, both PIPE investors and non - redeeming public shareholders ; and o Earn - out to Gorilla shareholders or Cash Investors, and based on actual 2022 & 2023 reported revenues, per a formula. o For each 1 escrow share distributed to non - redeeming public shareholders, 1.5 escrow shares will be distributed to PIPE investors via “Class - B CVR” Prior to 3/31/2023 - Distributions of shares as follows: o A. Price protection – Up to all 14 million shares, to Cash Investors to reduce cost basis to “market price” on certain test dates: o “ Market Price” calculated as the 20 trading day weighted - average price, ending on any of the following: o Test dates: (i) End of Q3 & Q4; (ii) Date 2022 annual report filed with SEC; and (iii) any date when the closing price per share is below $5.00 for previous 5 consecutive trading days (but (iii) is only triggered one time). o B. Earn - out – Up to 60% of escrow shares, less those used for price protection, distributed based on actual 2022 revenues filed with the SEC o 2022 Rev greater than $65m then distributed only to Gorilla shareholders, if less than $51m then only to Cash Investors, in between is sliding scale o For Gorilla shareholders to receive shares, revenues from acquisitions do not count & Gross Profit margin must be greater than or equal to prior year. Investor Alignment Prior to 3/31/2024 - Distributions of shares as follows: o C. Price protection – Up to all 40% or remaining, same as 1st price protection, except only test date is date 2023 annual report is filed with the SEC o D. Earn - out – All remaining shares, distributed based on actual 2023 revenues filed with the SEC o 2023 Rev greater than or equal $90m then distributed only to Gorilla shareholders, if less than $90m then only to Cash Investors o For Gorilla shareholders to receive shares, revenues from acquisitions do count & Gross Profit margin must be greater than or equal prior year.



Gorilla shareholders receiving 94.12% of shares agreed to 1 year lock - up o Applies to 65 million shares, of which 14 million shares to be placed into escrow o Lock - up for up to 1 year from the date of merger closing. Early release after 6 months post merger closing, as follows: o Initial ¼ of the shares, if closing price per share is greater than $12.50 (20 of 30 trading days) o Additional ¼ of the shares, if closing price per share is greater than $15.00 (20 of 30 trading days) o Next ¼ of the shares, if closing price per share is greater than $17.50 (20 of 30 trading days) No early release for final ¼ of shares Investor Alignment



The Opportunity



Business Key Competitive Advantages • Award Winning technology leader. • ~20 years of tech development. • Strategic partnerships with Intel, DellEMC & Softbank. • World Class reference customers & solutions. Transaction • SPAC cash in Trust of $ 132 million • A minimum cash condition to closing of $ 50 million ; satisfied with $ 50 . 5 million PIPE* of subunits at $ 10 . 10 , per subunit . • Net proceeds support organic growth to 2024 when business is projected to be cash positive . • Additional proceeds will allow company to broaden geographic and horizontal coverage . Valuation • Pro forma Enterprise Value of $ 720 million fully diluted basis (zero trust redemptions) . • Attractive entry multiple for a high growth business of 11 . 1 x projected ‘ 22 revenues, representing significant discount to direct public comps and similar SPAC transactions . • A Global leader in Edge AI for video intelligence, IoT security and edge content management . • Advanced platform with flexible deployment via multiple sales channels . • Business has proven unit economics and are expected to be EBITDA positive in 2022 . • Projected path to $ 402 million revenues and $ 180 m EBITDA by 2026 . I Source – Management Estimates * (The PIPE investors shall have the right to reduce its $50.5m subscription amount down to a minimum of $30.3m for any reason whatsoever, at its sole discretion, pursuant to the subscription agreement, as amended.



The Edge Opportunity Mobile Edge Computing market CAGR of 28.9% during 2021 - 2027 (6) Asia - Pacific expected to register the highest CAGR over the forecast period owing to the rising number of IoT integrated devices and the advent of 5G in the region. (2) $61.14 billion by 2028 (3) CAGR of 38.4%. (4) Worldwide Spending on Edge Computing expected to Reach $250 Billion in 2024. (5) Adoption of digital collaboration From a technology perspective, services (including professional and provisioned services) will account for 46.2% of all edge spending in 2024. Hardware follows as the second largest technology category with a 32.2% share of spending, while the remaining 21.6% will go to edge - related software. (1) • • • • IDC predicts that by 2025 there will be 55 . 7 billion connected devices worldwide, 75 % of which will be connected to an IoT platform . IDC estimates data generated from connected IoT devices to be 73 . 1 ZB by 2025 , growing from 18 . 3 ZB in 2019 . Most of this data arises from security and video surveillance, but Industrial IoT applications will also take a significant portion of this data . The global Edge AI software market size is projected to reach USD 3 . 4 billion by 2026 , from USD 713 . 4 million in 2019 , at a CAGR of 24 . 8 % during the forecast period 2021 - 2026 . (source : Valuates Reports, 19 May 2021 ) The global Edge AI hardware market was valued at USD 870 . 9 million in 2020 and is projected to reach USD 3104 . 3 million by 2028 , growing at a CAGR of 20 . 46 % from 2021 to 2028 . (source : Verified Market Research, June 2021 ) ‘’The future is going to be awesome’’ – Demand for Edge AI chips to surpass Cloud AI chips by 2025 . By 2025 , the edge AI chip market will reach USD 12 . 2 billion in revenue , whereas cloud AI chip revenues will reach $ 11 . 9 billion in the same time frame . (source : eeTimes, December 2020 ) (1) Source - Spending Guide by IDC, i - SCOOP (2) Source – Million Insights, PRNewswire (3) Source - Global Edge Computing Market, Grand View Research, VentureBeat (4) Source - Global Edge Computing Market Grand View Research (5) Source - Spending Guide by IDC, Bloomberg (6) Source - Valuates Reports, PRNewswire



The Global 5G Infrastructure Market size was valued at USD 1179.2 million in 2021 and is expected to reach USD 131.40 billion by 2030, with a growing CAGR of 68.83% from 2021 - 2030. (Source – Businesswire) 5G THE NEW CONNECTED “DIGITAL AGE” HAS ARRIVED AND HAS MADE THE PROCESS OF DIGITAL UNLOCKING” AN ABSOLUTE NECESSITY FOR EVERYONE Management estimate - Sensors expected by 2021 Connected devices expected by 2020 People accessing 4G - LTE networks expected by 2020 Developers working on private APIs in 2016 Total number of apps installed by 2021 Exabytes of mobile data traffic per month by 2020 Sensors Devices Networks APIs APPs Data 34 - 36B Sensors expected by 2021 19 - 21B Connected devices expected by 2020 4.8 - 5.4B People accessing 4G - LTE networks by 2020 9 - 10M Developers working on private APIs in 2016 180 - 182B 31+ Exabytes of mobile data traffic per month by 2020 Total number of apps expected to be installed by 2021 Sound Marketing Location Motion Light Chemical Heat NFC G Billing Motion Social Search Gesture tracking Touch interfaces Voice recognition Augmented reality Transaction data User data Field Data Inventory data Performance data Industry % of total edge use cases 2025 hardware value 1 Travel, transport, and logistics 24% ~$35B - $43B Cross - vertical 9% ~$32B - $40B Retail 10% ~$20B - $28B Media and entertainment 1% ~$17B - $25B Public sector and utilities 10% ~$16B - $24B Global energy and materials 13% ~$9B - $17B Industry % of total edge use cases 2 025 hardware value 1 Advanced industries 10% ~$5B - $13B Healthcare 10% ~$5B - $13B Infrastructure 6% ~$4B - $11B Chemicals and agriculture 5% ~$4B - $11B Banking and insurance 1% ~$2B - $7B Consumer 4% ~$1B - $5B Total: ~$175B - $215B 1. Hardware value includes opportunity across the tech stack (i.e., the sensor, on - drive firmware, storage, and processor) and for a use case across the value chain (i.e., including edge computers at different points of architecture). Source – McKinsey 0 40 80 120 160 2019 2020 2021 2022 2023 IT equipment on the infrastructure edge 2027 2028 Bil. USD Global Annual CAPEX on Edge 2024 2025 2026 IT equipment on the device edge Combined Source - Global CAPEX of edge computing devices and infrastructure 2019 - 2028, Statista



Sense Time Crowd Strike IBM Cisco C3.ai Palantir Cloudfare ULTNOUS Axis Viseum Keyence Huawei Atlassian Edge AI Appliances Edge AI Inference Models 5G - Edge AI Smart Solutions AI Life Cycle Ecosystem 5G Network Edge AI Cloud Platform Independence Edge AI Data Analytics SaaS Edge AI Cyber Security Analytics End - to - End, integrated platform service No Competence Low Competence Some Competence High Competence Expert Source: Company websites & information in public domain



Revenue Stream – Edge AI Platform AI SaaS Data Service Analytic Widgets AI Models 40+ IVAs AI Appliance OEM AI Appliance Gorilla Brand AI Appliance AI Training/ Deep Learning on the Edge Number of Video Streams/ Lens Volume of AI Analytics API complexity Number of Video Streams/ Sensors Number of AI Analytics Data accumulation volume Number of analytic widgets Customized analytics via AI training services Objectives and Key Results (OKRs) – A clearly defined OKR hierarchy that makes sure that everybody contributes to the company goals • Short - term – Increase the recurring revenue • • Medium - terms – Capitalising on the Global Opportunity Long - term – Profitable, generating cash



Gregg Walker Independent Director Jay Chandan Executive Chairman & Director Bringing decades of experience Yoichiro Hirano Independent Director Rt. Hon. Ruth Kelly Independent Director Tomoyuki Nii Independent Director Dr. Spincer Koh Director



Jeffrey Chuang * VP - Finance Dr. Spincer Koh Founder & Chief Executive Officer Bringing decades of experience Felix Song Chief Solutions Officer Mike Wang Head of Sales – SE Asia Dr. Raj Natarajan Chief Innovation Officer Alan Luo Chief Technology Officer * Mr. Yen the previous SVP Finance has tendered his resignation effective July 11, 2022





Cloud • Central processing of summary data • Big data analysis, complex learning model • Central control Edge • Real time data processing • Real time control (M2M) • Local data filtering and caching • At source data visualization Internet Intranet Cloud Apps Internet Gateway Network Switch Server Storage IoT Gateway IoT Gateway Sensors and controllers Proximity • Analyse inputs at source to minimise data transfer and storage requirements • Increase security • Minimize latency (especially for VR applications < 10 ms) • Reduce DATA traffic • Enable EDGE - based mesh with devices able to talk to each other and or/directly



Moving AI processing to the edge is highly economical & cost effective. Only processed, highly valuable data is sent to the cloud . So, whilst sending and storing huge amounts of data is still expensive, smaller devices at the edge have become computationally powerful, taking after Moore’s Law . One of the greatest benefits of Edge AI is the much faster speed at which data is processed & stored, especially for applications that require real - time processing. Edge computing makes it possible to guarantee that private data never leaves the local device. Edge computing distributes processing, storage, and applications across a wide range of devices and data centers, which makes it difficult for any single disruption to take down the entire network. Can work without connectivity . With IoT edge computing devices and edge data centers positioned closer to end - users, there is less chance of a network problem in a distant location affecting local customers . C O S T L ATENCY S E CURI T Y R E LI AB I L I T Y 4 Major Reasons





Capture Infer Alert Analyse Intel CPU • Intel VPU • NVIDIA GPU Gorilla AI Models • Optimized Inference • IVA Cores • Endpoint Protection AI Models Vision AI Inferences Cyber AI Inferences AI Appliances Vision AI Applications Cyber AI Applications AI SaaS AI Big Data Analytics AI Hyper Learning Gorilla AI SaaS • AI Big Data Analytics • AI ML/DL Hyper Learning SaaS • 5G Edge AI Cloud SaaS Security / Government Building & Factory Transportation, Logistics, ADAS & Connected Cars Retail, Finance & Entertainment Industrial Medical Gorilla Vision AI Appliances • Vision AI Series • Rugged Vision AI • Mobile Vision AI • Cyber AI AI Appliances Video Analytics Inference (CPU - Optimized) AI Toolkits Release in 2022 Human Intrusions Vehicles Emotions Behavior Objects AI SaaS Release in 2022 Cybersecurity AnalyticsInference (CPU/OS Optimized) Network End - Point Identity Prevention Detection Response



How does it work? Edge Computing Gorilla AI Appliance IOT Devices Gorilla AI Toolkit Network Edge Server/Cloud Computing AI Data Gorilla Dataset Service Gorilla Training Service Gorilla Model Optimization Service Gorilla AI Hyper Learning SaaS Data Analytics Workstation Gorilla AI Big Data Analytics SaaS AI SaaS Application New AI Analytics



Platform Independent AI Software for Massive AI - SOC and Extended Market Intel® Xeon® Processor Intel® TigerLake Series Intel® Core Ʀ - i Processor Intel® KeemBay Accelerator Intel® Atom® Processor nVidia GPU Series nVidia Jetson Series ARM Cortex - A Series ARM Qualcomm Series ARM Cortex - M Series ODM Windows Windows Server IoTOS Windows IoT Raspbian CentOS 6 / 7 / 8 Ubuntu 14.04 / 16.04 / 18.04 / 19.04 / 20.04 Embedded Linux Snappy Amazon FreeRTOS Fuchsia Optimized AI – SOC Development ODM Service AIoT Security Development ODM Service Q3 Q4 Q4 Q3 2021 Q1 Q2 Q3 2022 Q1 Q2 Intel® AlderLake Series Google TPU Series



Investors Partners Awards Best Edge Computing Product Interop Tokyo, Japan, 2019 Intel Partner of the Year Award Best Innovative Design 2020 Face Recognition Test FRVT – Top 20 National Police Information Service Awards 2018, 2019 Industry Telekomunikasi Indonesia



Kaohsiung Transportation Bureau 10,000% Increase in Traffic Enforcement Gorilla implemented a project deploying AI solutions in order to collect data, raise safety awareness and help law enforcement protect their citizens Failure of urban design to integrate traffic flow, lack of law enforcement & poor dissemination of road rules are some of the root causes of traffic violations in dense urban areas . These issues were top of mind for lawmakers at the Kaohsiung City Government in Taiwan when trying to address persistent road violations at most of their city’s intersections . Gorilla partnered with the Kaohsiung Transportation Bureau : • Use advanced video to identify traffic violations • Catch traffic infractions almost in real time • Reduce police deployment • Increase enforcement • Long - term, change traffic management patterns Challenge Solution Result Gorilla deployed a sophisticated EDGE AI solution to monitor major intersections : • Ability to monitor and identify traffic violations using real - time video • In one intersection, took violations identified from 3 /day to 305 /day • Long - term goals to decrease the number of infraction by 50 % through monitoring and through better traffic management at intersections • Ability to launch other traffic/city management related services on top • Deployment cost a fraction of non - EDGE solution Note: Further Case Studies attached in the Appendix






Note: Amounts are in US Dollars. • The projected revenues, and margins, are Gorilla management’s management forecasts, based on its historical experience, curre nt market conditions, and expectations regarding the demand & growth of the Edge AI market. • See the disclosures on slide 2 entitled “Projections” and slide 3 entitled “Forward Looking Statements” for an expanded descr iption of the nature of such assumptions and projections. • The projections are highly dependent upon and impacted by: o A post - pandemic recovery globally o At least $50 million of gross cash from the merger, needed to generate 2022 & 2023 results, and an additional $25 million bef ore 2024, in order to execute the entire above plan o On time completion of De - SPAC is early in Q1 o On a intensive hiring programme. No staff attrition consequent upon the merger - including especially in senior sales roles o On securing a large contract, the management is currently working on • Sales colleagues will become increasingly productive, reaching their peak productivity within 18 months • Revenues from new lines of business will start to be recognized on closing a sale (no delivery lead times) • Modelling does not show P&L impact of share - based incentive payments for management colleagues • Model assumes 75% y - o - y retention of New lines of business • The Gorilla shareholders have placed 14 million shares in Escrow, subject to release, in part, based on 2022 revenues, betwee n $51m & $65m $51M (originally $65M) 2022 2023 2024 2025 $90M $151M $254M 2026 $402M 52% Average Growth over 5 Years 45% 2026 EBITDA 56% 2026 Gross Margins



$0 $50,000,000 $100,000,000 $150,000,000 $200,000,000 $250,000,000 $300,000,000 $350,000,000 $400,000,000 $450,000,000 2024 2025 2026 2020 2021 2022 2023 EDGE AI Solutions & Services PaaS Cost Management whilst Maintaining Growth Revenue Growth Geographical Breakdown of Sales Note: Revenue breakdown reported In USD Source – Management Estimates 3.0% 6.5% 10.8% 14.2% 15.0% 16.0% 17.0% 19.0% 21.0% 22.2% 23.1% 22.8% 65.9% 55.5% 37.7% 25.8% 17.4% 10.0% 18.0% 1.0% 10.5% 15.8% 20.0% 26.2% 14.0% 0.0% 20.0% 22.0% 24.5% 25.0% 0.0% 10.0% 20.0% 30.0% 40.0% 50.0% 60.0% 70.0% 80.0% 90.0% 100.0% Y2021 Y2022 Y2023 Y2024 Y2025 Y2026 Japan SE Asia Taiwan USA EMEA



Cash Positive by 2024 0% 5% 10% 15% 20% 25% 30% 35% 40% 45% 50% $100,000 $10,000,000 $1,000,000,000 2025 2026 EBITDA Evolution 2021 2022 2023 2024 EBITDA Adjusted EBITDA Note: GP & EBITDA, reported In USD Adjusted EBITDA adds back one time expenses related to the merger transaction Source – Management Estimates EBITDA % 35.00% 40.00% 45.00% 50.00% 55.00% 60.00% $0 $50,000,000 $100,000,000 $150,000,000 $200,000,000 $250,000,000 2021 2022 2023 Gross Profit (lhs) 2026 Gross Profit Evolution 2024 2025 Gross Margin (rhs)



How it a l stacks up!



Business Models & Sales Structures SaaS • Unique product positioning, with significant differentiators to competition • Proven track record with proven growth stories • Generating high gross margins, path to profitability • Highly visible SaaS models with proven revenues Edge AI & AI • Exceptional market reception to the products with strong intellectual properties. • Generating high gross margins, path to profitability • Rapidly evolving with the market needs • Local to Global expansion proof Automation Technology • Unique product positioning, with significant differentiators to competition • Have repeatedly outperformed market expectations • Platform offerings • Strong R&D support & innovation pipeline



2022 Revenue Multiples (EV/Revenue LTM) – average & lower to upper quartile 20.0 X 15.0 X 10.0 X 5.0 X 0.0 X 25.0 X 30.0 X 35.0 X 40.0 X Gorilla Edge AI SenseTime SaaS Automation Tech Lower Quartile Average Upper Quartile 30 - day average 60 - day average Gorilla: 11.1x Saas: 17.0x (11.6x to 21.6x) Automation Tech: 8.5x (6.0x to 10.8x) SenseTime: 28.8x (29.6x to 34.7x)** AI & Edge: 11.7x (7.0x to 11.2x) Source – Data Source: S&P Capital IQ and Management desktop research & analysis. The closing stock prices of the comparable companies included above are as of May 5, 2022 ** SenseTime range includes – 30 - day & 60 - day averages



Connecting businesses to people, people to services, industries to consumers & business partners USA Hiring key sales staff . Enable partnerships across vast ecosystems that are redefining industries and creating new business models . TAIWAN & APAC • To provide growth opportunities • To protect your home base • To be aware of all potential threats to your business REST OF ASIA Capitalize on the current relationships in APAC and while expanding market access and raising innovation. EMEA Strategic hiring of key sales heads in key markets, with focus on the backend infrastructure .



Creating significant value - add for Customers Establish strategic position & Increase Win Rate Gain key marquee clients in US & Europe Creating an integrated global footprint & Managed Services platform Creating significant competitive advantages through collaboration Gorilla Group Value Adding Business Network Local Know - How Investment Partnerships & Collaboration 1 • Our unique product positioning will be central to help further our winning strategy 2 • Create a foothold by building local sales, pre - sales and technology customer centric teams in US & Europe • Establishing trust and building relationships 3 • Build brand awareness • Enhance credibility amongst customers • Create Barriers for new entrants 4 • Creation and further development of strategic synergy within different regions. • Keep customers that want to graduate from Local to Global • Be able to provide full breadth of services • AI life cycle management Investmentof USD 100 M S S tr tr a a te te g g y y $$$ Share $$$ Share $$$ Share



(1) Contingency – potential fees for services of provider(s) of advisory and capital markets services Note: Use of proceeds reported In USD, $ millions Source – Management Estimates Based on management’s forecasted expenditures (including Transaction costs) remaining in 2022 and up through 2023.



Build Evaluate, invest and grow "To play THE leading role in Edge AI, by offering transformational solutions, leveraging innovation, skills and distinctive technologies to generate value for all stakeholders” Sustainability Embedded in all of Gorilla’s activities Innovation Turning ideas into strategy People Support, training and motivation








Strong fundamental credentials, 20 years in Security & AI 2001 2010 2016 2017 2018 2019 2020 Founded: 2001 HQ and R&D Centre in Taiwan Launched Server Base AI • Facial Recognition in Media • LPR/Vehicle recognition in Security • DPI on Network Security. Developed Edge AI • Video Analytics • Cyber Analytics Launched Edge AI • VeMo TM Edge AI Platform • IVAR TM Video Application • NSGurad TM Cybersecurity Application Intel Certified • First OpenVINO TM CV partner • IVAR TM Market Ready Solution - Intel Partner of the Year Global Operations in 9 Countries Employees: 230 Leader in Edge AI IVAR TM wins Best Edge Computing Award in Tokyo InterOp Gorilla & Dell AI Experience Zone Intel Best Innovation Design Patents Applied in Taiwan, China, USA, Europe Total Granted Patents – 24 Total Under Review Patents – 6



Taoyuan Airport Taiwan, Smart City Approach 50% Reduction in response time The projects undertaken by Gorilla for Taoyuan Airport show that edge AI and video analytics have the power to manage high - volume, high - density environments with accuracy. These kinds of solutions can benefit security personnel and increase overall safety for travelers. The airport approached Gorilla to prepare for Taiwan hosting several large events, with several key objectives : Identify and monitor suspicious people and activities • Search for specific travelers • Monitor vehicle access in restricted areas • Disease monitoring and health/safety compliance • Maintain passenger satisfaction Challenge Solution Result Gorilla deployed an EDGE AI solution knitting together numerous cameras and sensors to: • Find and track suspicious or lost passengers through face recognition • Vehicle tracking via license plate matching and video monitoring technology • Video and GPS tracking of all ground supply vehicles for coordination of logistics and support • Mask detection for the entire airport • Search 200,000 records / 1 min



Taiwan Criminal Investigation Bureau Days to Minutes Reduction in response time The upgraded vehicle search platform effectively connected the databases from each city and their transportation hubs . Whereas previous searches would take several days to find a targeted vehicle, this solution dramatically shortens vehicle search times to less than 1 minute. The CIB is responsible for supervision and deployment of all criminal police work, prevention and investigations . CIB prevents organizational and economic crime, oversees judicial police, monitors suspicious communications and implements criminal forensics . The Challenge: • Locate target vehicles across the whole country in real - time • Over 8 million vehicle data points are hosted separately by different city authorities Challenge Solution Result The Solution : • Deploy RFID - based vehicle verification solution across 22 cities including airports, ports and transportation hubs • Establish national vehicle search platform integrated with a vehicle tracking database that collates various police bureaus’ data • Display vehicle path with detailed vehicle attributes (LPR, color, type) Additional case studies in Appendix



Taipei Medical University Hospital The hospital is located in central Taipei and houses 800 hospital beds and over 2000 employees . With the recent restrictions for Covid - 19 placed on medical facilities, administrators were looking for an expedient way to usher in patients and staff to the building — all the while following the pandemic guidelines and keep everyone safe . Goals included : • Ensure mask wearing and temperature checks • Control access privileges • Limit surface contact • Maintain perfect records to enable contact tracing • Long - term, change traffic management patterns Challenge Solution Result Gorilla deployed AI - driven screen stations containing: • Intel CPU and hardware • Real Sense Camera and thermal sensor • Gorilla’s software The screen stations were able to control access in and out of the hospital’s main entrances during the pandemic, leading to stunning results : • A decrease in operational costs by over 50% • Controlled access to potentially sick visitors • Comprehensive monitoring system which immediately alerted the on - duty staff 50% Reduction in costs



Enhancement of Ground Vehicle Management 15 seconds Vehicle Verification Violations dropped by 371 times per month after system went online. Automatic vehicle verification can be done within 15 seconds at the checkpoint area Taoyuan is the 10 th busiest airport by international passenger traffic . It is Taiwan’s largest international airport handling 42 . 3 million passengers and 2 . 1 billion kilograms of freight annually . The Challenge : • Ensure safety as well as operational efficiency of the ground crew to avoid flight delays • Manage service vehicles used for various purposes and keep them continuously moving on their defined routes Challenge Solution Result The Solution: • Verify authorized vehicles by checking both license plates and RFIDs • Monitor vehicle movements and identify prohibited area intrusions • Trigger alerts for violations in real time • View and search violations and event clips in the management platform



GBK Stadium, Indonesia Post - Pandemic Management Major Smart Lighting Company, UK Environmental Monitoring Taoyuan International Airport, Taiwan Airport Safety & Security Taiwan Railways Administration Station Safety & Security Taiwan International Ports Corporation Port Safety & Security Portland International Airport, US Airport Safety & Security



Danone - Leading Food Company, Indonesia Post - pandemic Workplace Safety Management ExxonMobil - Digital Garage, Thailand Security and Access Control System AIS - Thailand's Largest Mobile Operator Enterprise & Retail Surveillance System Leading Automotive Manufacturer, Japan Situation Management for ADAS Auresys & MasterCard, Singapore Secured FR - based payment Luxottica Group, US Security and Access Control System



Taiwan Centers for Disease Control Mask Wearing Statistics Central Weather Bureau, Taiwan Cloud Analysis & Weather Prediction Agency of Corrections, Taiwan Inmate Management Criminal Investigation Bureau, Taiwan Vehicle Tracking Criminal Investigation Bureau, Taiwan Suspect Tracking Royal Thai Police, Thailand Suspect Tracking