PRER14A 1 prer14a30522_global.htm PRELIMINARY PROXY STATEMENT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

___________________

SCHEDULE 14A
(Amendment No.
3)

___________________

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the Registrant

 

Filed by a Party other than the Registrant

 

Check the appropriate box:

 

Preliminary Proxy Statement

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

Definitive Proxy Statement

 

Definitive Additional Materials

 

Soliciting Material Pursuant to Section 240.14a-12

Global SPAC Partners Co.
(Name of Registrant as Specified In Its Charter)

__________________________________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

 

No fee required.

 

Fee paid previously with preliminary materials.

 

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 

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The information in this proxy statement/prospectus is not complete and may be changed. Gorilla Technology Group Inc. may not sell these securities until the registration statement filed with the Securities and Exchange Commission, of which this proxy statement/prospectus is a part, is effective. This proxy statement/prospectus is neither an offer to sell these securities, nor a solicitation of an offer to buy these securities, in any state or jurisdiction where the offer or sale is not permitted. Any representation to the contrary is a criminal offense.

PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION, DATED MAY 19, 2022

PROXY STATEMENT/PROSPECTUS

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF
GLOBAL SPAC PARTNERS CO.
PROSPECTUS FOR UP TO 21,735,000 ORDINARY SHARES,
13,085,625 WARRANTS,
13,085,625 ORDINARY SHARES UNDERLYING WARRANTS
AND
21,735,000 CLASS A CONTINGENT VALUE RIGHTS OF
GORILLA TECHNOLOGY GROUP INC.

The board of directors of Global SPAC Partners Co., a Cayman Islands exempted company (“Global”), has approved the Business Combination Agreement (the “Original Business Combination Agreement”), dated as of December 21, 2021, by and among Global, Gorilla Technology Group Inc., a Cayman Islands exempted company (the “Company” or “Gorilla”), and Gorilla Merger Sub, Inc., a Cayman Islands exempted company and a direct wholly-owned subsidiary of the Company (“Merger Sub”). Pursuant to the Business Combination Agreement, Merger Sub will merge with and into Global, with Global surviving the merger (the “Business Combination”). As a result of the Business Combination, and upon consummation of the Business Combination and the other transactions contemplated by the Business Combination Agreement (the “Transactions”), Global will become a wholly-owned subsidiary of the Company, with the securityholders of Global becoming securityholders of the Company.

On May 18, 2022, Global, Gorilla, Merger Sub, Global SPAC Sponsors LLC, a Delaware limited liability company (the “Sponsor”), in the capacity as the representative from and after the Effective Time (as defined below) for the shareholders of Global as of immediately prior to the Effective Time and their successors and assignees) in accordance with the terms and conditions of the Business Combination Agreement (the “SPAC Representative”), Tomoyuki Nii, in the capacity as the representative from and after the Effective Time for the Gorilla shareholders as of immediately prior to the Effective Time in accordance with the terms and conditions of the Business Combination Agreement (the “Company Representative” and, each of the SPAC Representative and the Company Representative, a “Representative Party”), entered into the Amended and Restated Business Combination Agreement (the “Business Combination Agreement”), amending the Original Business Combination Agreement to, among other matters, (i) place in escrow fourteen million (14,000,000) of the ordinary shares to be issued to the shareholders of Gorilla in the Recapitalization (subject to equitable adjustment for share splits, share dividends, combinations, recapitalizations and the like after the Closing, including to account for any equity securities into which such shares are exchanged or converted, and together with any dividends or distributions or other income paid or otherwise accruing to such securities during the time such securities are held in escrow, “Earnout Shares”), and make such Earnout Shares contingent and only vest and be earned by the shareholders of Gorilla if certain share price maintenance and financial performance and reporting metrics are achieved by Gorilla after the Closing, with such Earnout Shares forfeited if such metrics are not achieved, (ii) provide that holders of outstanding Gorilla ordinary shares that are not redeemed or converted in the Redemption, including PIPE Subunits purchased under the Amended Subscription Agreement (but not Class B ordinary shares or Global securities purchased in the IPO Private Placement), receive for each Global ordinary share held one (1) Class A contingent value right (as referred to and defined in the Business Combination Agreement as a Class A CVR, a “Class A CVR”) entitling them to receive (as a new reissuance by Gorilla of equivalent Gorilla ordinary shares or other securities or property forfeited as part of applicable Earnout Shares) (A) a pro rata portion, among holders of Class A CVRs, of the Earnout Shares that are forfeited by shareholders of Gorilla for failure to meet any the Gorilla ordinary share price maintenance requirements (as referred to and defined in the Business Combination Agreement as Price Protection Shares, “Price Protection Shares”), and (B) a pro rata portion, among holders of all CVRs, of the Earnout Shares that are forfeited by shareholders of Gorilla for failure to meet any the financial performance and reporting metric performance requirements (as referred to and defined in the Business Combination Agreement as Revenue Protection Shares, “Revenue Protection Shares”), (iii) provide that each of the PIPE Investors receive for each PIPE Subunit purchased under the Amended Subscription Agreement, one-half (½) of one Class B contingent value right (as referred to and defined in the Business Combination Agreement as a Class B CVR, a “Class B CVR”, and each of one whole Class B CVR and Class A CVR, a “CVR”)) entitling them to receive (as a new reissuance by Gorilla of equivalent Gorilla ordinary shares or other securities or property forfeited as part of applicable Earnout Shares) a pro rata portion, among holders of all CVRs, of the Revenue Protection Shares (but not the Price Protection Shares), (iv) restrict the CVRs from being listed for trading or quotation on Nasdaq, NYSE or any other major stock exchange without the consent of the SPAC Representative and the holders of a majority of the outstanding Class B CVRs (the “PIPE Investor Majority”) (with the Class B CVRs to additionally be subject to the transfer restrictions set forth in the Amended Subscription Agreements), (v) add (A) the SPAC Representative as party thereto to represent the interests of the shareholders of Global prior to the Closing and the other shareholders of the Company (other than the shareholders of Gorilla) and (B) the Target Representative as party thereto to represent the interests of the

 

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shareholders of Gorilla, in each case, with respect to certain matters under the Business Combination Agreement and related ancillary agreements after the Closing, including the determinations, enforcement and administration with respect to the Earnout Shares and related rights of the CVRs and (vi) extend the Outside Date under the Business Combination Agreement from April 13, 2022 to July 13, 2022 (subject to further extension in accordance with the terms thereof).

Pursuant to the Business Combination Agreement, immediately prior to the effective time of the Business Combination (the “Effective Time”), and contingent upon the closing of the Business Combination, Gorilla will effect a recapitalization (the “Recapitalization”) pursuant to which (a) the preference shares of Gorilla will be converted into Gorilla ordinary shares in accordance with Gorilla’s organizational documents; (b) Gorilla will effect a recapitalization of Gorilla ordinary shares so that the holders of Gorilla’s ordinary shares (and options to acquire Gorilla ordinary shares that are not converted to Gorilla ordinary shares in the Recapitalization) will have shares (or the right to acquire shares, as applicable) valued at $10.00 per share having a total value of $650,000,000, on a fully diluted basis (the ratio at which Gorilla ordinary shares are recapitalized being referred to as the Conversion Ratio); and (c) with respect to outstanding options to purchase Gorilla ordinary shares, the number of Gorilla ordinary shares issuable upon exercise of such security shall, as a result of the Recapitalization, become and be converted into such number of Gorilla ordinary shares equal to the quotient obtained by dividing (A) $650,000,000, by (B) $10.00, and subsequently dividing such quotient by (C) the sum of (i) the number of Gorilla ordinary shares then outstanding and (ii) without duplication, the number of Gorilla ordinary shares issuable upon the exercise of all outstanding options to purchase Gorilla ordinary shares, and taking such quotient to five decimal places, which ratio is referred to as the “Conversion Ratio.”

Additionally, to raise additional proceeds in connection with the Transactions and in connection with the Original Business Combination Agreement, Global, Gorilla and certain accredited investors (the “PIPE Investors”) entered into a series of subscription agreements (the “Original Subscription Agreements”), providing for the purchase by the PIPE Investors at the effective time of the Business Combination an aggregate of 5 million Global subunits (“PIPE Subunits”) at a price per subunit of $10.10, for gross proceeds to Global of up to $50.5 million (collectively, the “PIPE Investment”); provided, however, that if a PIPE Investor acquires ownership of subunits of Gorilla in the open market or in privately negotiated transactions with third parties (along with any related rights to redeem or convert such subunits in connection with any redemption conducted by Global in accordance with Global’s organizational documents and the prospectus for Global’s IPO in conjunction with the Closing or in conjunction with an amendment to Global’s organizational documents to extend Global’s deadline to consummate its Business Combination) at least prior to Global’s meeting of shareholders to approve the Transactions and the PIPE Investor does not redeem or convert such PIPE Subunits in connection with any redemption (such subunits, “non-redeemed subunits”), the number of subunits for which the PIPE Investor is obligated to purchase under the Original Subscription Agreement shall be reduced by the number of non-redeemed subunits.

On May 18, 2022, Global, Gorilla and the PIPE Investors entered into an Amended and Restated Subscription Agreement (the “Amended Subscription Agreement”), to amend and restate the Original Subscription Agreement to, among other matters, (i) provide for the issuance of one-half (1/2) of a Class B CVR by the Company for each PIPE Subunit purchased by such PIPE Investor (in addition to the Class A CVRs that they will receive under the Business Combination Agreement for each Class A ordinary share acquired as part of the PIPE Subunit (each such Class A ordinary share, a “PIPE Share”), and (ii) permit the PIPE Investors, at their written election during certain specified periods therein prior to the Closing, to decrease their aggregate commitment thereunder to not less than $30.3 million, or three million (3,000,000) PIPE Subunits. The closing of the PIPE Investment is conditioned upon the consummation of the Transactions. It is anticipated that, upon completion of the Business Combination, Global’s existing public shareholders will own approximately __________%, Global SPAC Sponsors LLC (the “Sponsor”) will own approximately _______%, PIPE Investors will own approximately _______% Gorilla’s existing securityholders will own approximately _________% of the Company’s outstanding ordinary shares (assuming that the Earnout Shares fully vest and are released to the Gorilla shareholders). These percentages are calculated based on a number of assumptions and are subject to adjustment in accordance with the terms of the Business Combination Agreement. These relative percentages assume that the PIPE investors purchase the full number of PIPE Subunits (with no reduction for any non-redeemed subunits) and none of Global’s existing shareholders exercise their redemption rights in connection with the Business Combination. If any of Global’s shareholders exercise their redemption rights, or any of the other assumptions underlying these percentages become inaccurate, these percentages may vary from the amounts shown above. Please see “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

 

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This proxy statement/prospectus covers the Gorilla ordinary shares and Gorilla warrants issuable to the securityholders of Global as described above. Accordingly, we are registering an aggregate of 21,735,000 Gorilla ordinary shares, 21,735,000 Class A CVRs, 13,085,625 Gorilla warrants, and 13,085,625 Gorilla ordinary shares issuable upon the exercise of the Gorilla warrants. We are not registering the Class B CVRs or the Gorilla ordinary shares issuable to the Gorilla securityholders or the PIPE Subunits.

Proposals to approve the Business Combination Agreement and the other matters discussed in this proxy statement/prospectus will be presented at the extraordinary general meeting of Global shareholders scheduled to be held on [        ], 2022 in virtual format. For the purposes of the amended and restated memorandum and articles of association of Global, the physical place of the meeting shall be at the offices of Ellenoff Grossman & Schole LLP located at 1345 Avenue of the Americas, 11th Fl., New York, NY 10105, United States of America.

Although Gorilla is not currently a public reporting company, following the effectiveness of the registration statement of which this proxy statement/prospectus is a part and the closing of the Business Combination, Gorilla will become subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Gorilla intends to apply for listing of the Gorilla ordinary shares and Gorilla warrants on The Nasdaq Capital Market (“Nasdaq”) under the proposed symbols “GRRR” and “GRRRW”, respectively, to be effective at the consummation of the Business Combination. It is a condition of the consummation of the Transactions that the Gorilla ordinary shares and Gorilla warrants are approved for listing on Nasdaq (subject only to official notice of issuance thereof and round lot holder requirements). While trading on Nasdaq is expected to begin on the first business day following the date of completion of the Business Combination, there can be no assurance that Gorilla’s securities will be listed on Nasdaq or that a viable and active trading market will develop. If such listing condition is not met or if such confirmation is not obtained, the Business Combination will not be consummated unless the Nasdaq condition set forth in the Business Combination Agreement is waived by the applicable parties. See “Risk Factors” beginning on page 36 for more information.

Gorilla will be an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, and is therefore eligible to take advantage of certain reduced reporting requirements otherwise applicable to other public companies.

Gorilla will also be a “foreign private issuer” as defined in the Exchange Act and will be exempt from certain rules under the Exchange Act that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, Gorilla’s officers, directors and principal shareholders will be exempt from the reporting and “short-swing” profit recovery provisions under Section 16 of the Exchange Act. Moreover, Gorilla will not be required to file periodic reports and financial statements with the U.S. Securities and Exchange Commission as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.

The accompanying proxy statement/prospectus provides Global shareholders with detailed information about the Business Combination and other matters to be considered at the extraordinary general meeting of Global shareholders, including Global shareholders’ right to redeem the shares included in their subunits for a pro rata portion of the cash held in Global’s trust account in connection with the Business Combination. Throughout this proxy statement/prospectus, references to the redemption of public shares are to the redemption of public subunits and redemption price per share shall mean redemption price per public subunit. See “Questions and Answers About the Business Combination and the Extraordinary General Meeting” for additional detail regarding the redemption process. We encourage you to read the entire accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 36 of the accompanying proxy statement/prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in connection with the Business Combination, or determined if this proxy statement/prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated ______________, 2022, and is first being mailed to Global shareholders on or about _____________, 2022.

 

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Notice of Extraordinary General Meeting
of Global SPAC Partners Co.
To Be Held on
[        ], 2022

TO THE SHAREHOLDERS OF GLOBAL SPAC PARTNERS CO.:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Global SPAC Partners Co., a Cayman Islands exempted company (“Global”), will be held at [11:00 a.m.] Eastern Time, on [        ], 2022 (the “extraordinary general meeting”). Due to health concerns stemming from the COVID-19 pandemic, and to support the health and well-being of our shareholders, the extraordinary general meeting will be a virtual meeting. You are cordially invited to attend and participate in the extraordinary general meeting online by visiting https://www.cstproxy.com/globalspacpartners/2022. For the purposes of the amended and restated memorandum and articles of association of Global, the physical place of the meeting shall be at the offices of Ellenoff Grossman & Schole LLP located at 1345 Avenue of the Americas, 11th Fl., New York, NY 10105, United States of America. The extraordinary general meeting will be held for the following purposes:

1.      Proposal No. 1 — The Business Combination Proposal — to consider and vote upon a proposal to approve and adopt by special resolution the Business Combination Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A, and the transactions contemplated therein, including the Business Combination whereby Gorilla Merger Sub, Inc., a Cayman Islands exempted company (“Merger Sub”), will merge with and into Global, with Global surviving the merger as a wholly-owned subsidiary of Gorilla Technology Group Inc., a Cayman Islands exempted company (“Gorilla”) (the “Business Combination Proposal”);

2.      Proposal No. 2 — The Charter Proposals — to consider and vote upon a proposal to approve and adopt by ordinary resolution the following material differences between Global’s amended and restated memorandum and articles of association (the “Global Articles”) and Gorilla’s amended and restated memorandum and articles of association (the “Gorilla Articles”) to be effective upon the consummation of the Business Combination:

i.       the Gorilla Articles will provide for one class of ordinary shares as opposed to the two classes of ordinary shares provided for in the Global Articles;

ii.      Gorilla’s corporate existence is perpetual as opposed to Global’s corporate existence terminating if a business combination is not consummated within a specified period of time; and

iii.     the Gorilla Articles will not include the various provisions applicable only to special purpose acquisition corporations that the Global Articles contain (collectively, the “Charter Proposals”);

3.      Proposal No. 3 — The Nasdaq Proposal — to consider and vote upon a proposal to by ordinary resolution approve, for purposes of complying with the applicable provisions of Nasdaq Rules 5635(a), (b) and (d), the issuance of up to five million (5,000,000) PIPE Subunits (one Global Class A ordinary shares and one-quarter of redeemable Global warrant), which is approximately 27.9% of the issued and outstanding ordinary shares of Global as of this proxy statement/prospectus, or at least three million (3,000,000) PIPE Subunits, which is approximately 16.7% of the issued and outstanding ordinary shares of Global as of this proxy statement/prospectus, in connection with the PIPE Investment, as described in more detail in the accompanying proxy (the “Nasdaq Proposal”); and

4.      Proposal No. 4 — The Adjournment Proposal — to consider and vote upon a proposal to approve by ordinary resolution the adjournment of extraordinary general meeting to a later date or dates, if necessary, if the parties are not able to consummate the Business Combination (the “Adjournment Proposal”).

We also will transact any other business as may properly come before the extraordinary general meeting or any adjournment or postponement thereof.

The items of business listed above are more fully described elsewhere in the proxy statement/prospectus. Whether or not you intend to attend the extraordinary general meeting, we urge you to read the attached proxy statement/prospectus in its entirety, including the annexes and accompanying financial statements, before voting. IN PARTICULAR, WE URGE YOU TO CAREFULLY READ THE SECTION IN THE PROXY STATEMENT/PROSPECTUS ENTITLED “RISK FACTORS.”

Only holders of record of Class A ordinary shares of Global, par value $0.0001 per share (“Class A ordinary share”), or Class B ordinary shares of Global, par value $0.0001 per share (“Class B ordinary share” and, together with

 

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the Class A ordinary share, the, “Global Ordinary Share”), at the close of business on [        ], 2022 (the “record date”) are entitled to notice of the extraordinary general meeting and to vote and have their votes counted at the extraordinary general meeting and any adjournments or postponements of the extraordinary general meeting. `

After careful consideration, Global’s board of directors has determined that each of the proposals listed is in the best interests of Global and recommends that you vote or give instruction to vote “FOR” each of the proposals set forth above. When you consider the recommendations of Global’s board of directors, you should keep in mind that Global’s directors, officers and advisors may have interests in the Business Combination that conflict with, or are different from, your interests as a shareholder of Global. See the section titled “Proposal One — The Business Combination Proposal — Interests of Certain Persons in the Business Combination.”

The closing of the Business Combination is conditioned on approval of the Business Combination Proposal, the Charter Proposals and the Nasdaq Proposal. If any of these proposals is not approved and the applicable closing condition in the Business Combination Agreement is not waived, the remaining proposals will not be presented to shareholders for a vote. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

All Global shareholders are cordially invited to attend the extraordinary general meeting, which will be held virtually over the Internet at https://www.cstproxy.com/globalspacpartners/2022. To ensure your representation at the extraordinary general meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If you are a holder of record of Global Ordinary Share on the record date, you may also cast your vote at the extraordinary general meeting. If your Global Ordinary Share is held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the extraordinary general meeting, obtain a proxy from your broker or bank.

A complete list of Global shareholders of record entitled to vote at the extraordinary general meeting will be available for ten days before the extraordinary general meeting at the principal executive offices of Global for inspection by shareholders during business hours for any purpose germane to the extraordinary general meeting.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the extraordinary general meeting virtually or not, please complete, sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly voted and counted.

If you have any questions or need assistance voting your Global Ordinary Share, please contact Karen Smith of Advantage Proxy, Inc. at PO Box 13581, Des Moines, WA 98198. Questions can also be sent by email to ksmith@advantageproxy.com. This notice of extraordinary general meeting is and the proxy statement/prospectus relating to the Business Combination will be available at https://www.cstproxy.com/globalspacpartners/2022.

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors

Bryant B. Edwards
Chief Executive Officer

__________, 2022

IF YOU RETURN YOUR SIGNED PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.

 

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TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (I) IF YOU: (A) HOLD PUBLIC SUBUNITS, OR (B) HOLD PUBLIC SUBUNITS THROUGH PUBLIC UNITS AND YOU ELECT TO SEPARATE YOUR PUBLIC UNITS INTO THE UNDERLYING PUBLIC SUBUNITS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SUBUNITS; AND (II) PRIOR TO 5:00 P.M., EASTERN TIME, ON [        ], 2022, (A) SUBMIT A WRITTEN REQUEST TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY, GLOBAL’S TRANSFER AGENT, THAT GLOBAL REDEEM YOUR PUBLIC SUBUNITS FOR CASH AND (B) DELIVER YOUR SUBUNIT CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE, IN ACCORDANCE WITH THE PROCEDURES DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS. IF YOU EXERCISE YOUR REDEMPTION RIGHTS, YOUR SUBUNITS WILL BE CONVERTED INTO THE RIGHT TO RECEIVE CASH FROM THE TRUST ACCOUNT AND YOU WILL NOT BE ENTITLED TO ANY OF THE CVRS ISSUED IN CONNECTION WITH THE BUSINESS COMBINATION. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE PUBLIC SUBUNITS WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “EXTRAORDINARY GENERAL MEETING OF GLOBAL SHAREHOLDERS — REDEMPTION RIGHTS” IN THIS PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.

 

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Page

ABOUT THIS PROXY STATEMENT/PROSPECTUS

 

1

INDUSTRY AND MARKET DATA

 

2

TRADEMARKS, TRADE NAMES AND SERVICE MARKS

 

3

SELECTED DEFINITIONS

 

4

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND THE EXTRAORDINARY GENERAL MEETING

 

7

SUMMARY

 

24

SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL
INFORMATION

 

34

RISK FACTORS

 

36

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

79

EXTRAORDINARY GENERAL MEETING OF GLOBAL SHAREHOLDERS

 

81

PROPOSAL ONE — THE BUSINESS COMBINATION PROPOSAL

 

88

PROPOSAL TWO — THE CHARTER PROPOSALS

 

118

PROPOSAL THREE — THE NASDAQ PROPOSAL

 

120

PROPOSAL FOUR — THE ADJOURNMENT PROPOSAL

 

121

THE BUSINESS COMBINATION AGREEMENT AND ANCILLARY AGREEMENTS

 

122

INFORMATION ABOUT THE COMPANIES

 

133

GLOBAL’S BUSINESS

 

134

GORILLA’S BUSINESS

 

140

GLOBAL’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

160

GORILLA’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

164

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

181

DIRECTOR AND EXECUTIVE COMPENSATION

 

194

MANAGEMENT FOLLOWING THE BUSINESS COMBINATION

 

195

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

 

201

CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

 

203

CERTAIN MATERIAL CAYMAN ISLANDS TAX CONSIDERATIONS

 

215

DESCRIPTION OF SHARE CAPITAL AND GORILLA ARTICLES

 

216

COMPARISON OF RIGHTS OF GORILLA SHAREHOLDERS AND GLOBAL
SHAREHOLDERS

 

219

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF GLOBAL, GORILLA AND THE COMBINED COMPANY

 

223

FUTURE SHAREHOLDER PROPOSALS AND NOMINATIONS

 

230

APPRAISAL RIGHTS

 

231

SHAREHOLDER COMMUNICATIONS

 

231

LEGAL MATTERS

 

232

EXPERTS

 

232

DELIVERY OF DOCUMENTS TO SHAREHOLDERS

 

232

ENFORCEABILITY OF CIVIL LIABILITIES

 

233

TRANSFER AGENT AND REGISTRAR

 

238

WHERE YOU CAN FIND MORE INFORMATION

 

238

INDEX TO FINANCIAL STATEMENTS

 

F-1

ANNEX A — AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT

 

A-1

ANNEX B — FORM OF AMENDED & RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

 

B-1

ANNEX C — PLAN OF MERGER

 

C-1

ANNEX D — FORM OF PROXY CARD

 

D-1

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus, which forms a part of a registration statement on Form F-4 filed with the Securities and Exchange Commission (the “SEC”), by Gorilla, constitutes a prospectus of Gorilla under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the Gorilla ordinary shares to be issued to Global shareholders in connection with the Business Combination, as well as the warrants to acquire Gorilla ordinary shares to be issued to Global warrant holders and the Gorilla ordinary shares underlying such warrants. This document also constitutes a proxy statement of Global under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder, and a notice of meeting with respect to the extraordinary general meeting of Global shareholders to consider and vote upon the proposals to adopt the Business Combination Agreement, to adopt the Charter Proposals (as defined herein) and the Nasdaq Proposal (as defined herein) and to adjourn the meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to adopt the Business Combination Agreement.

Unless otherwise indicated or the context otherwise requires, all references in this proxy statement/prospectus to the terms “Gorilla” and the “Company” refer to Gorilla Technology Group Inc., together with its subsidiaries. All references in this proxy statement/prospectus to “Global” refer to Global SPAC Partners Co.

Throughout this proxy statement/prospectus, unless otherwise indicated or the context otherwise requires, all references to the redemption of public shares are to the redemption of public subunits, and all references to the redemption price per share shall mean the redemption price per public subunit.

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INDUSTRY AND MARKET DATA

Unless otherwise indicated, information contained in this proxy statement/prospectus concerning Gorilla’s industry and the regions in which it operates, including Gorilla’s general expectations and market position, market opportunity, market share and other management estimates, is based on information obtained from various independent publicly available sources and other industry publications, surveys and forecasts, which Gorilla believes to be reliable based upon its management’s knowledge of the industry. Gorilla has not independently verified the accuracy and completeness of such third-party information to the extent included in this proxy statement/prospectus. Such assumptions and estimates of Gorilla’s future performance and growth objectives and the future performance of its industry and the markets in which it operates are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those discussed under the headings “Risk Factors,” “Cautionary Statement Regarding Forward-Looking Statements; Industry and Market Data” and “Gorilla’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this proxy statement/prospectus.

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TRADEMARKS, TRADE NAMES AND SERVICE MARKS

This document contains references to trademarks, trade names and service marks belonging to other entities. Solely for convenience, trademarks, trade names and service marks referred to in this proxy statement/prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

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SELECTED DEFINITIONS

“2022 Consolidated Revenue”

 

means with respect to the fiscal year ended December 31, 2022, the amount of consolidated revenues of Global and its Subsidiaries, on a consolidated basis, for such fiscal year (for the avoidance of doubt, including periods prior to the Closing, but excluding the revenues of Global, if any, for periods prior to the Closing), as set forth in the 2022 Annual Report and otherwise in accordance with IFRS; provided, however, that if after the Closing and during the fiscal year ended December 31, 2022, the Company or its Subsidiaries acquires another business or material assets outside the Ordinary Course of Business, then the 2022 Consolidated Revenue shall be computed without taking into consideration (i) the revenues of or generated by such acquired business or material assets or (ii) any impact such acquired business or material assets would have on the consolidated revenues of the Company. 2022 Consolidated Revenue will also exclude (x) any extraordinary gains (such as from the sale of real property, investments, securities or fixed assets) or any other extraordinary income and (y) any revenues that are non-recurring and earned outside of the ordinary course.

“Ancillary Documents”

 

means the Lock-Up Agreement, the Gorilla Voting Agreement, Sponsor Voting Agreement, the Founders Registration Rights Agreement Amendment, the Gorilla Registration Rights Agreement and the Assignment, Assumption and Amendment to Warrant Agreement, the Surviving Company Memorandum and Articles of Association, the Gorilla Technology Group Inc. 2022 Omnibus Incentive Plan, the Amended Subscription Agreements and the other agreements, certificates and instruments to be executed or delivered by any of the Parties contemplated by the Business Combination Agreement executed or to be executed in connection with the transactions contemplated thereby.

“Average VWAP Price”

 

means the average 20 Trading Day VWAP of the Gorilla ordinary shares.

“Class A Contingent Value Right” or “Class A CVR”

 

means a contractual contingent value right to be issued for each Class A ordinary share entitling the holder to receive (as a new reissuance by Gorilla of equivalent Gorilla ordinary shares or other securities or property forfeited as part of applicable Earnout Shares) (A) a pro rata portion, among holders of Class A CVRs, of the Earnout Shares that are forfeited by Gorilla shareholders under the Business Combination Agreement for failure to meet any of the price maintenance requirements for Gorilla ordinary shares (as referred to and defined in the Business Combination Agreement as Price Protection Shares, “Price Protection Shares”) and (B) a pro rata portion, among holders of all CVRs, of the Earnout Shares that are forfeited by shareholders of Gorilla under the Business Combination Agreement for failure to meet any the financial performance and reporting metric performance requirements (as referred to and defined in the Business Combination Agreement as Revenue Protection Shares, “Revenue Protection Shares”).

“Class B Contingent Value Right” or “Class B CVR”

 

means a contractual contingent value right to be issued for each PIPE Subunit purchased under the Amended Subscription Agreement entitling them to receive (as a new reissuance by Gorilla of equivalent ordinary shares of Gorilla or other securities or property forfeited as part of applicable Earnout Shares) a pro rata portion, among holders of all CVRs, of the Revenue Protection Shares (but not the Price Protection Shares).

“CVR”

 

means each of one whole Class A CVR or Class B CVR.

“Contingent Value Rights Agreement” or “CVR Agreement”

 

means the agreement contemplated to be entered into prior to or in connection with the Closing, by and between the SPAC Representative and the Rights Agent, which will govern the terms of the CVRs.

“Class A ordinary share”

 

means the Class A ordinary shares, par value $0.0001 per share, of Global.

“Class B ordinary share”

 

means the Class B ordinary shares, par value $0.0001 per share, of Global.

“Companies Act”

 

means the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time;

“Closing”

 

means the consummation of the Business Combination.

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“Closing Date”

 

means the date on which the Closing occurs.

“combined company”

 

means Gorilla after the Business Combination.

“Exchange Act”

 

means the Securities Exchange Act of 1934, as amended.

“Founder Shares”

 

means the 4,187,500 Class B ordinary shares of Global currently held by the Sponsor and directors of Global.

“GAAP”

 

means accounting principles generally accepted in the United States of America.

“Global IPO” or the “IPO”

 

means the initial public offering of Global, which was consummated on April 13, 2021.

“Gorilla preference shares”

 

means, collectively, the Series A Convertible Preference shares of Gorilla, no par value (“Series A Preference shares”) and Series B Convertible Preference shares of Gorilla, no par value (“Series B Preference shares”).

“Gorilla warrants”

 

means the warrants to be received by warrant holders of Global in exchange for Global warrants pursuant to the Business Combination Agreement.

“I-Bankers”

 

means I-Bankers Securities, Inc., representative of the several underwriters in Global IPO.

“PCAOB”

 

means the Public Company Accounting Oversight Board.

“PIPE Investment”

 

means the purchases of PIPE Subunits pursuant to the Amended Subscription Agreements with the PIPE Investors, such purchases to be consummated immediately prior to the consummation of the Business Combination.

“PIPE Investors”

 

means certain accredited investors who executed Amended Subscription Agreements pursuant to which they agreed, in the aggregate, to purchase the PIPE Subunits.

“PIPE Subunits”

 

means up to 5 million subunits of Global (or, if the amount of the PIPE Investment is reduced in accordance with the Amended Subscription Agreements, such number of PIPE Subunits purchased under the Amended Subscription Agreements, subject to a minimum of 3 million subunits of Global), each subunit consisting of one Class A ordinary share and one-quarter of redeemable Global warrant, subscribed for and to be purchased by the PIPE Investors pursuant to the Amended Subscription Agreements; provided, however, that if a PIPE Investor acquires ownership of subunits of Global in the open market or in privately negotiated transactions with third parties (along with any related rights to redeem or convert such subunits in connection with any redemption conducted by Global in accordance with Global’s organizational documents and the prospectus for Global’s IPO in conjunction with the Closing or in conjunction with an amendment to Global’s organizational documents to extend Global’s deadline to consummate its Business Combination) at least prior to Global’s meeting of shareholders to approve the Transactions and the PIPE Investor does not redeem or convert such PIPE Subunits in connection with any redemption (such subunits, “non-redeemed subunits”), the number of subunits for which the PIPE Investor is obligated to purchase under the Amended Subscription Agreement shall be reduced by the number of non-redeemed subunits.

“private placement units” or “placement units”

 

means the 697,500 units Global sold to the Sponsor and I-Bankers via private placement in connection with the Global IPO.

“public shareholders”

 

means holders of public subunits.

“public shares”

 

means the 17,447,500 Class A ordinary shares included in the public subunits issued to public shareholders in the Global IPO.

“public subunits”

 

means subunits sold in the Global IPO as part of the units, whether they were purchased in the Global IPO or thereafter in the open market.

“public subunit warrants”

 

means the 4,361,875 public warrants underlying the public subunits, with each whole warrant exercisable to purchase one Class A ordinary share.

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“public unit warrants”

 

means the 8,723,750 public warrants directly underlying the public units (excluding the redeemable warrants underlying the public subunits), with each whole warrant exercisable to purchase one Class A ordinary share;

“Redemption Price”

 

means an amount equal to the price at which each Class A ordinary share is redeemed or converted pursuant to the Redemption.

“representative shares”

 

means the 100,000 Class B ordinary shares issued to I-Bankers upon the closing of Global IPO.

“Securities Act”

 

means the Securities Act of 1933, as amended.

“Sponsor”

 

means Global SPAC Sponsors LLC, a Delaware limited liability company. Members of Global SPAC Sponsors LLC include the anchor investors and SPAC Partners — Global LLC, whose members include certain officers and directors of Global. The sole manager of Global SPAC Sponsors LLC is Global’s Chief Executive Officer and director, Bryant B. Edwards.

“subunits”

 

means the subunit underlying the units, each subunit consisting of one Class A ordinary share and one-quarter of redeemable Global warrant.

“Transactions”

 

means the transactions contemplated by the Business Combination Agreement and the Ancillary Documents.

“units”

 

means the 17,447,500 units sold as part of the Global IPO including the 750,000 units sold to the underwriter following the partial exercise of its over-allotment option, each consisting of one subunit and one-half of one redeemable Global warrant.

“2022 VWAP Measurement Period”

 

means:

a.  The period of 20 days in which the Gorilla ordinary shares are actually traded on a trading market (each, a “Trading Day”) ending on the last Trading Day immediately prior September 30, 2022;

b. The 20 Trading Day period ending on the last Trading Day immediately prior to December 31, 2022;

c.  The 20 Trading Day period ending on the last Trading Day immediately prior to day on which Gorilla files its annual audited consolidated financial statements on its Annual Report on Form 20-F or 10-K (the “2022 Annual Report Filing Date”); and

d. Only in the event the closing share price of Gorilla ordinary shares ever falls below $5.00 per share for any five consecutive Trading Days during the period from Closing until the 2022 Annual Filing Date, as determined reasonably in good faith by the SPAC Representative, the 20 Trading Day period ending immediately after such fifth consecutive Trading Day.

Additionally, unless the context indicates otherwise or the context otherwise requires, all references in this proxy statement/prospectus to the redemption of public shares are to the redemption of public subunits and all references to the redemption price per share are to the redemption price per public subunit.

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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND
THE EXTRAORDINARY GENERAL MEETING

The questions and answers below highlight only selected information set forth elsewhere in this proxy statement/prospectus and only briefly address some commonly asked questions about the extraordinary general meeting and the proposals to be presented at the extraordinary general meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that may be important to Global shareholders. Global shareholders are urged to carefully read this entire proxy statement/prospectus, including the annexes and the other documents referred to herein, to fully understand the proposed Business Combination and the voting procedures for the extraordinary general meeting.

Q: Why am I receiving this proxy statement/prospectus?

A: Global and Gorilla have agreed to a business combination under the terms of the Business Combination Agreement that is described in this proxy statement/prospectus. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A, and Global encourages its shareholders to read it in its entirety. Global’s shareholders are being asked to consider and vote upon a proposal to approve the Business Combination Agreement, which, among other filings, provides for Merger Sub to be merged with and into Global with Global being the surviving corporation in the Business Combination and becoming a wholly-owned subsidiary of Gorilla, and the other Transactions contemplated by the Business Combination Agreement. See the section titled “Proposal One — The Business Combination Proposal.”

Q: Are there any other matters being presented to shareholders at the meeting?

A: In addition to voting on the Business Combination Proposal, the shareholders of Global will vote on the following proposals:

•        To approve the following material differences between the Global Articles and the Gorilla Articles to be effective upon the consummation of the Business Combination: (i) the Gorilla Articles will provide for one class of ordinary shares as opposed to the two classes of Global Ordinary Share provided for in the Global Articles; (ii) Gorilla’s corporate existence is perpetual as opposed to Global’s corporate existence terminating if a business combination is not consummated within a specified period of time; and (iii) the Gorilla Articles will not include the various provisions applicable only to special purpose acquisition corporations that the Global Articles contain. See the section of this proxy statement/prospectus titled “Proposal Two — The Charter Proposals.”

•        To consider and vote upon a proposal to approve, for purposes of complying with the applicable provisions of Nasdaq Rules 5635(a), (b) and (d), the issuance of up to five million (5,000,000) PIPE Subunits (one Global Class A ordinary shares and one-quarter of redeemable Global warrant), which is approximately 27.9% of the issued and outstanding ordinary shares of Global as of this proxy statement/prospectus, or at least three million (3,000,000) PIPE Subunits, which is approximately 16.7% of the issued and outstanding ordinary shares of Global as of this proxy statement/prospectus, in connection with the PIPE Investment. See the section of this proxy statement/prospectus titled “Proposal Three — The Nasdaq Proposal.”

•        To consider and vote upon a proposal to adjourn the extraordinary general meeting to a later date or dates, if necessary, if the parties are not able to consummate the Business Combination for any reason. See the section of this proxy statement/prospectus titled “Proposal Four — The Adjournment Proposal.”

Global will hold the extraordinary general meeting of its shareholders to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the extraordinary general meeting. Global shareholders should read it carefully.

The vote of shareholders is important. Regardless of how many shares you own, you are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.

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Q: Why is Global providing shareholders with the opportunity to vote on the Business Combination?

A: Pursuant to the Global Articles, Global is required to provide shareholders with an opportunity to have their public subunits redeemed for cash, either through a shareholder meeting or tender offer. Due to the structure of the Transactions, Global is providing this opportunity through a shareholder vote.

Q: What will happen to Global’s securities upon consummation of the Business Combination?

A: Global’s units, subunits and the Global warrants are currently listed on Nasdaq under the symbols GLSPU, GLSPT and GLSPW, respectively. Global’s securities will cease trading upon consummation of the Business Combination. If you own Global units, immediately prior to the consummation of the Business Combination, your Global units will split into the underlying subunits and warrants. If you have tendered your public shares underlying your public subunits, you will also forfeit the public subunit warrants underlying such public subunits. Any public shares underlying public subunits that are not tendered for redemption will split into the underlying Class A ordinary shares and warrants, and you will receive Gorilla ordinary shares in exchange for your Class A ordinary share and Gorilla warrants in exchange for your Global warrants as described herein, as well as one Class A CVR for each Class A ordinary share. Gorilla intends to apply for listing of the Gorilla ordinary shares and Gorilla warrants on Nasdaq under the proposed symbols “GRRR” and “GRRRW,” respectively, to be effective upon the consummation of the Business Combination. It is a condition of the consummation of the Transactions that the Gorilla ordinary shares and Gorilla warrants are approved for listing on Nasdaq (subject only to official notice of issuance thereof and round lot holder requirements). While trading on Nasdaq is expected to begin on the first business day following the consummation of the Business Combination, there can be no assurance that Gorilla’s securities will be listed on Nasdaq or that a viable and active trading market will develop. If such listing condition is not met or if such confirmation is not obtained, the Business Combination will not be consummated unless the Nasdaq condition set forth in the Business Combination Agreement is waived by the applicable parties. See “Risk Factors — Risks Related to the Business Combination and the Combined Company” for more information.

Q: What will happen to Global’s warrants in the Business Combination?

A: Contemporaneously with the consummation of the Business Combination, (i) every four one-quarter public subunit warrants of Global that are held by a holder and are not forfeited in connection with redemptions will automatically be combined to form a whole warrant and fractional warrants will no longer exist, (ii) every two public unit warrants held by a holder of unseparated units will automatically be combined to form a whole warrant and fractional warrants will no longer exist, and (iii) every whole Global warrant will be exchanged for a Gorilla warrant. Since no fractional warrants will then exist and only whole warrants will trade, (A) with respect to public subunit warrants, you will need to have a number of unredeemed public subunits divisible by four at that time, or you could lose up to three-quarters of a Global warrant, and (B) with respect to public unit warrants, you will need to have a number of unseparated public units divisible by two, or you could lose up to half of a Global warrant. Accordingly, in order to avoid such a situation, shareholders that do not intend to transfer the component pieces of the public units prior to the consummation of the Business Combination should continue to hold their securities as a combined unit so as to ensure that no portion of the warrant is lost.

Q: What are the contingent value rights?

A: The CVRs are contractual rights to receive a contingent payment (in the form of Gorilla ordinary shares, or as otherwise specified in the Contingent Value Rights Agreement) in certain circumstances that will be issued to the holders of Global ordinary shares prior to the Business Combination (who will receive one Class A CVR for each Global ordinary share) and PIPE Investors participating in the PIPE Investment pursuant to applicable Amended Subscription Agreements (who will receive one Class A CVR and one-half of one Class B CVR for each PIPE Share) (collectively, the “CVR Holders”).

The CVR Holders are being provided with valuation protection through the opportunity to obtain additional contingent consideration in the form of additional Gorilla ordinary shares, subject to additional terms as set forth in the Business Combination Agreement, as follows:

•        60% of the Earnout Shares (the “2022 Earnout Shares”) will vest and be released to the Gorilla shareholders if conditions relating to the following are fulfilled:

(a)     the 20-day average VWAP of the Gorilla ordinary shares is at least equal to the Redemption Price during each of the 20-day periods immediately prior to (I) September 30, 2022,

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(II) December 31, 2022, (III) the date (the “2022 Annual Report Filing Date”) on which the Gorilla files its annual audited consolidated financial statements on its Annual Report on Form 20-F or 10-K (or other equivalent SEC form) with the SEC for the fiscal year ended December 31, 2022 (the “2022 Annual Report”) and (IV) if the closing share price of the Gorilla ordinary shares falls below $5.00 per share for any five (5) consecutive trading days during the period from the Closing until the 2022 Annual Report Filing Date, as determined reasonably in good faith by the SPAC Representative, then the trading day immediately after such fifth (5th) consecutive trading day;

(b)    the 2022 Consolidated Revenue is at least $65 million (not counting (i) the revenues of or generated by such acquired business or material assets or (ii) any impact such acquired business or material assets would have on the consolidated revenues of Gorilla, as well as (x) any extraordinary gains (such as from the sale of real property, investments, securities or fixed assets) or any other extraordinary income and (y) any revenues that are non-recurring and earned outside of the ordinary course);

(c)     Gorilla’s reported consolidated gross margin for the fiscal year ending December 31, 2022 as set forth in the 2022 Annual Report is at least equal to Gorilla’s reported consolidated gross margin for the fiscal year ending December 31, 2021 as set forth in Gorilla’s audited consolidated financial statements for the fiscal year ended December 31, 2021; and

(d)    the 2022 Annual Report is filed with the SEC on or prior to March 31, 2023.

•        In the event that all of the tests set forth in the first bullet above are not satisfied, then in the event that the Average VWAP Price is less than the Redemption Price during any of the 2022 VWAP Measurement Periods, then immediately on the first day in which the Gorilla ordinary shares are actually traded on trading market (a “Trading Day”) after the end of such 2022 VWAP Measurement Period, the Gorilla shareholders shall forfeit and shall no longer be eligible to receive from the Escrow Account an aggregate number of Earnout Shares, whether 2022 Earnout Shares or 2023 Earnout Shares (up to a maximum amount equal to all of the Earnout Shares, but in any event, not less than zero), equal to (A) (I) the total number of outstanding SPAC Class A Shares as of the Effective Time (including any applicable PIPE Shares) that are not redeemed or converted in the Redemption, less the number of Global private placement shares (the “Total Applicable SPAC Shares”), multiplied by (II) the Redemption Price, divided by (III) the Average VWAP Price for such 2022 VWAP Measurement Period, minus (B) the Total Applicable SPAC Shares, minus (C) the number of Earnout Shares, if any, forfeited by Gorilla shareholders under this bullet for a prior 2022 VWAP Measurement Period (any Earnout Shares (along with Earnings thereon) that are forfeited are referred to as “2022 Price Protection Shares”).

•        In the event that all of the tests set forth in the first bullet above are not satisfied, then in the event that the condition described in clause (C) above is not met, then immediately on the first trading date after the filing of the 2022 Annual Report with the SEC, the Gorilla shareholders shall forfeit and shall no longer be eligible to receive any 2022 Earnout Shares (but shall still be eligible to receive 2023 Earnout Shares).

•        In the event that all of the tests set forth in the first bullet above are not satisfied, then in the event that the condition described in clause (D) above is not met, and the failure to meet such condition is not waived in writing by a PIPE Investor Majority, then immediately on the first Trading Day after March 31, 2023, the Gorilla shareholders shall forfeit and shall no longer be eligible to receive any 2022 Earnout Shares (but shall still be eligible to receive 2023 Earnout Shares); provided, that if the failure to meet such condition in clause (D) above is primarily as a result of delays caused by changes in laws or requirements of the SEC (including staff interpretations) or the applicable trading market, or changes in IFRS or interpretations thereof, then so long as the Company is using its best efforts to file the 2022 Annual Report with the SEC as soon as possible after March 31, 2023 (but in no event after June 30, 2023), the Gorilla shareholders shall not forfeit their 2022 Earnout Shares under this bullet, and clause (D) above shall be deemed to have been satisfied, until the earlier of June 30, 2023 or such time that the Company is no longer using such best efforts, as which point, clause (D) above shall be deemed to not be satisfied and the Gorilla shareholders shall immediately forfeit and shall no longer be eligible to receive any 2022 Earnout Shares (but shall still be eligible to receive 2023 Earnout Shares).

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•        In the event that all of the tests set forth in the first bullet above are not satisfied, then in the event that the condition described in clause (D) above is not met, if there are any remaining 2022 Earnout Shares after giving effect to the forfeitures by the Gorilla shareholders set forth above (such remaining 2022 Earnout Shares, the “2022 Revenue Earnout Shares”), then if:

(a)     the 2022 Consolidated Revenue is more than the 2022 Revenue Target, the 2022 Revenue Earnout Shares shall immediately become vested and deemed earned by and payable to the Gorilla shareholders in accordance with their respective Pro Rata Shares;

(b)    the 2022 Consolidated Revenue is less than the 2022 Revenue Target, but equal to at least Fifty-One Million Dollars ($51,000,000) (the “2022 Revenue Floor”), then the Gorilla shareholders shall immediately forfeit and shall no longer be eligible to receive an aggregate number of 2022 Revenue Shares equal to (I) the difference of (x) the 2022 Consolidated Revenue minus (y) the 2022 Revenue Floor, divided by (II) the difference of (x) the 2022 Revenue Target minus (y) the 2022 Revenue Floor, multiplied by (III) the Remaining 2022 Earnout Shares, and the remaining 2022 Revenue Earnout Shares after giving effect to such forfeiture under this bullet shall immediately become vested and deemed earned by and payable to the Gorilla shareholders in accordance with their respective Pro Rata Shares; or

(c)     the 2022 Consolidated Revenue is less than the 2022 Revenue Floor, then the Gorilla shareholders shall immediately forfeit and shall no longer be eligible to receive any 2022 Revenue Earnout Shares (but shall still be eligible to receive 2023 Earnout Shares) (any Earnout Shares (along with Earnings thereon) that are forfeited as a result of this bullet or the prior two bullets are referred to as “2022 Revenue Protection Shares”).

•        If there are any remaining Earnout Shares after giving effect to the forfeitures by the Gorilla shareholders above (such remaining Earnout Shares (along with Earnings thereon), the “2023 Earnout Shares”), then each of the Gorilla shareholders shall be entitled to receive their Pro Rata Share the 2023 Earnout Shares from the Escrow Account, and all of the 2023 Earnout Shares shall vest, if all of the following occur:

(a)     the Average VWAP Price is at least equal to the Redemption Price during the twenty (20) Trading Day period (such period, the “2023 VWAP Measurement Period”) ending on the last Trading Day immediately prior to the date on which Gorilla files its annual audited consolidated financial statements on its Annual Report on Form 20-F or 10-K (or other equivalent SEC form) with the SEC for the fiscal year ended December 31, 2023 (the “2023 Annual Report”);

(b)    the 2023 Consolidated Revenue is at least Ninety Million U.S. Dollars ($90,000,000) (the “2023 Revenue Target”);

(c)     Gorilla’s reported consolidated gross margin for the fiscal year ending December 31, 2023 as set forth in the 2023 Annual Report is at least equal to Gorilla’s reported consolidated gross margin for the fiscal year ending December 31, 2022 as set forth in the 2022 Annual Report; and

(d)    the 2023 Annual Report is filed with the SEC on or prior to March 31, 2024.

•        In the event that the Average VWAP Price is less than the Redemption Price during the 2023 VWAP Measurement Period, then immediately on the first Trading Day after the end of the 2023 VWAP Measurement Period, the Gorilla shareholders shall forfeit and shall no longer be eligible to receive from the Escrow Account an aggregate number of 2023 Earnout Shares (up to a maximum amount equal to all of the Earnout Shares, but in any event, not less than zero), equal to (A) (I) the Total Applicable SPAC Shares, multiplied by (II) the Redemption Price, divided by (III) the Average VWAP Price for the 2023 VWAP Measurement Period, minus (B) the Total Applicable SPAC Shares, minus (C) the number of Earnout Shares, if any, forfeited by Gorilla shareholders under the second bullet above for a 2022 VWAP Measurement Period (any 2023 Earnout Shares (along with Earnings thereon) that are forfeited as a result of this bullet are referred to as “2023 Price Protection Shares” and, collectively with the 2022 Price Protection Shares, the “Price Protection Shares”).

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•        In the event that either or both of the conditions described in clauses (b) or (c) are not met, then immediately on the first Trading Day after the filing of the 2023 Annual Report with the SEC, the Gorilla shareholders shall forfeit and shall no longer be eligible to receive any 2023 Earnout Shares.

•        In the event that the 2023 Annual Report is not filed with the SEC on or prior to March 31, 2024 and the failure to meet such condition is not waived in writing by a PIPE Investor Majority, then immediately on the first Trading Day after March 31, 2024, the Gorilla shareholders shall forfeit and shall no longer be eligible to receive any 2023 Earnout Shares; provided, that if the failure to meet file such 2023 Annual Report on or prior to March 31, 2024 is primarily as a result of delays caused by changes in Laws or requirements of the SEC (including staff interpretations) or the applicable Trading Market, or changes in IFRS or interpretations thereof, then so long as Gorilla is using its best efforts to file the 2023 Annual Report with the SEC as soon as possible after March 31, 2024 (but in no event after June 30, 2024), the Gorilla shareholders shall not forfeit their 2023 Earnout Shares under this bullet, and such requirement shall be deemed to have been satisfied, until the earlier of June 30, 2024 or such time that Gorilla is no longer using such best efforts, as which point, such requirement shall be deemed to not be satisfied and the Gorilla shareholders shall immediately forfeit and shall no longer be eligible to receive any 2023 Earnout Shares (any Earnout Shares (along with Earnings thereon) that are forfeited as a result of this bullet or the immediately preceding bullet set forth above are referred to as “2023 Revenue Protection Shares” and, collectively with the 2022 Revenue Protection Shares, the “Revenue Protection Shares”).

Please see “Proposal No. 1 — The Business Combination Proposal — Description of Contingent Value Rights” for additional detail regarding the Contingent Value Rights and the Contingent Value Rights Agreement.

Any Earnout Shares (and Earnings thereon) that are determined to have become vested and earned by the Gorilla shareholders will be disbursed from the Escrow Account to the Gorilla shareholders in accordance with Section 1.2 of the Business Combination Agreement and the Escrow Earnout Agreement. Any Earnout Shares (and Earnings thereon) that are determined to have been forfeited by the Gorilla shareholders will be delivered to the Company for, with respect to Gorilla ordinary shares, cancellation by Gorilla (with any other securities or property included within the forfeited Earnout Shares being held in reserve by Gorilla), and then promptly thereafter reissued by Gorilla as newly issued Gorilla ordinary shares and delivered, along with any other securities or property included within the forfeited Earnout Shares that are being held in reserve by the Company, to the CVR Rights Agent for distribution to the holders of CVRs in accordance with the terms of the Business Combination Agreement and the Contingent Value Rights Agreement (such newly reissued Gorilla Ordinary Shares and other securities or property included within the forfeited Earnout Shares that are delivered to the CVR Rights Agent, the “CVR Property”). Pursuant to the Contingent Value Rights Agreement, the CVR Property will be distributed by the CVR Rights Agent to the holders of CVRs promptly after the CVR Rights Agent receipt of the CVR Property, with the CVR Property relating to the Price Protection Shares (including each type of security or property included in the CVR Property) being allocated among all holders of Class A CVRs pro rata, based on their respective number of Class A CVRs held (for the avoidance of doubt, holders of Class B CVRs will have no right with respect to their Class B CVRs to receive any CVR Property relating to the Price Protection Shares), and with the CVR Property relating to the Revenue Protection Shares (including each type of security or property included in the CVR Property) being allocated among all holders of CVRs pro rata, based on their respective number of CVRs held.

Q: Why is Global proposing the Business Combination?

A: Global was organized to effect a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses or entities.

On April 13, 2021, Global consummated the Global IPO of units, with each unit consisting of one subunit and one-half of one Global warrant, raising total gross proceeds of $167,500,000, including $7,500,000 pursuant to the partial exercise of the underwriters’ overallotment option. Simultaneously with the closing of the Global IPO, Global consummated the sale of 697,500 private placement units at a price of $10.00 per private placement unit in a private placement to Sponsor and I-Bankers, generating gross proceeds of $6,975,000. The aggregate proceeds held in the trust account (the “Trust Account”) resulting from the Global IPO and the private placement units was $169,175,000. Simultaneously with the consummation of its initial public offering, Global issued 100,000 Class B ordinary shares to I-Bankers as representative shares. Since the Global IPO, Global’s activity has been limited to the evaluation of business combination candidates.

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Global believes Gorilla is a company with an appealing market opportunity and growth profile, a strong position in its industry and a compelling valuation. As a result, Global believes that the Business Combination will provide Global shareholders with an opportunity to participate in the ownership of a company with significant growth potential. See the section titled “Proposal One — The Business Combination Proposal — Global’s Board of Directors’ Reasons for the Business Combination and the Recommendation of the Board of Directors.”

Q: Did Global’s board of directors obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A: No. Global’s board of directors did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. We note that the prospectus for the Global IPO provides that if Global seeks to complete a business combination with an entity affiliated with the Sponsor or Global’s officers or directors, Global would be required to obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that such an initial business combination is fair from a financial point of view. Gorilla is not an entity affiliated with the Sponsor or Global’s officers or directors. In light of the foregoing and the fact that a majority of Global’s board of directors did not have an interest in the proposed transaction, except as disclosed in “Security Ownership of Certain Beneficial Owners and Management of Global, Gorilla and the Combined Company” of this proxy statement/prospectus, Global’s board of directors determined that hiring an independent valuation firm or appointing a committee of independent directors was not necessary to evaluate the proposed transaction.

Additionally, in analyzing the Business Combination, Global’s board of directors reviewed the significant business, financial and legal due diligence completed and/or commission by Global’s management on Gorilla and again concluded that its members’ collective experience and backgrounds, together with the experience and sector expertise of Global’s management, enabled it to make the necessary analyses and determinations regarding the Business Combination, including that the Business Combination was fair from a financial perspective to its shareholders and that Gorilla’s fair market value was at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into the Business Combination.

Q: Do I have redemption rights?

A: If you are a holder of public shares, you have the right to demand that Global redeem such shares for a pro rata portion of the cash held in Global’s Trust Account, calculated as of two business days prior to the consummation of the Business Combination. We sometimes refer to these rights to demand redemption of the public shares as “redemption rights.” The redemption of public shares, as used herein, refers to the redemption of public subunits, consisting of one ordinary share and one-quarter public subunit warrant, and upon a redemption of the public subunit (public shares), both the ordinary share and the public subunit warrant contained therein will be forfeited.

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of his or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to 15% or more of the public shares. Accordingly, all public shares in excess of 15% held by a public shareholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be converted.

Under the Global Articles, the Business Combination may not be consummated if Global has net tangible assets of less than $5,000,001 either immediately prior to or upon consummation of the Business Combination after taking into account the redemption for cash of all public shares properly demanded to be redeemed by holders of public shares.

If you are a holder of public shares (through your ownership of Global subunits) and you exercise your redemption rights, it will result in the loss of your Global subunit warrants contained in the public subunits that are redeemed, but will not result in the loss of any public unit warrants that you may hold directly (including those contained in any unseparated public units you hold). Your whole warrants will be exchanged for Gorilla warrants and become exercisable to purchase one Gorilla ordinary share following consummation of the Business Combination as further described herein. Additionally, if you exercise your redemption rights, you will not be entitled to the issuance of CVR’s in connection with the Business Combination.

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Q. Will how I vote affect my ability to exercise redemption rights?

A. No. You may exercise your redemption rights whether or not you are a holder of public shares on the record date (so long as you are a holder at the time of exercise), or whether you are a holder and vote your Class A ordinary shares of Global on the Business Combination Proposal (for or against) or any other proposal described by this proxy statement/prospectus. As a result, the Business Combination Agreement can be approved by shareholders who will redeem their shares and no longer remain shareholders, leaving shareholders who choose not to redeem their shares holding shares in a company with a potentially less liquid trading market, fewer shareholders, potentially less cash and the potential inability to meet the listing standards of Nasdaq.

Q. If I am a unit holder, can I exercise redemption rights with respect to my units?

A. No. Holders of outstanding units must separate the units into their individual component parts prior to exercising redemption rights with respect to the public subunits. If the units are registered in a holder’s own name, the holder must deliver the certificate for its units to Continental Stock Transfer & Trust Company Global’s transfer agent (“Continental”), with written instructions to separate the units into their individual component parts. This must be completed far enough in advance to permit the mailing of the certificates back to the holder so that the holder of the public subunits may then exercise his, her or its redemption rights upon the separation of the public subunits from the units. See “How do I exercise my redemption rights?” below. The address of Continental is listed under the question “Who can help answer my questions?” below.

If a broker, dealer, commercial bank, trust company or other nominee holds your public units, you must instruct such nominee to separate your public units. Your nominee must send written instructions by facsimile to Continental, Global’s transfer agent. Such written instructions must include the number of public units to be split and the nominee holding such public units. As detailed above, this must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the public subunits from the public units. While this is typically done electronically the same business day, you should allow at least one full business day to accomplish the separation of units. If you fail to cause your public units to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

Q: How do I exercise my redemption rights?

A: A holder of public shares may exercise redemption rights regardless of whether it votes for or against the Business Combination Proposal or does not vote on such proposal at all, or if it is a holder of public shares on the record date. If you are a holder of public shares and wish to exercise your redemption rights, you must demand that Global convert your public shares into cash and deliver your subunit certificates (if any) and other redemption forms to Global’s transfer agent electronically using The Depository Trust Company’s Deposit/Withdrawal at Custodian (“DWAC”) System no later than two (2) business days prior to the extraordinary general meeting. Any holder of public shares seeking redemption will be entitled to their pro rata portion of the amount then in the Trust Account (which, for illustrative purposes, was $_________, or $_______ per share, as of the record date), less any owed but unpaid taxes on the funds in the Trust Account. Such amount will be paid promptly upon consummation of the Business Combination. There are currently no owed but unpaid income taxes on the funds in the Trust Account.

Any request for redemption, once made by a holder of public shares, may not be withdrawn once submitted to Global unless the Board of Directors of Global determine (in their sole discretion) to permit the withdrawal of such redemption request (which they may do in whole or in part). If you deliver your subunit certificates (if any) and other redemption forms for redemption to Global’s transfer agent and later decide prior to the time the vote is counted at the extraordinary general meeting not to elect redemption, you may request that Global’s transfer agent return the shares (physically or electronically). You may make such request by contacting Global’s transfer agent at the address listed at the end of this section.

Any written demand of redemption rights must be received by Global’s transfer agent at least two (2) business days prior to the vote taken on the Business Combination Proposal at the extraordinary general meeting. No demand for redemption will be honored unless the holder’s subunit certificates (if any) and other redemption forms have been delivered (either physically or electronically) to the transfer agent.

If you are a holder of public shares (through your ownership of Global subunits) and you exercise your redemption rights, it will result in the loss of your Global warrants contained in the Global subunits, but will not result in the loss of any Global unit warrants that you may hold directly (including those contained in any unseparated units

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you hold). Your whole warrants will be exchanged for Gorilla warrants and become exercisable to purchase one Gorilla ordinary share following consummation of the Business Combination as further described herein. If you exercise your redemption rights, you will not be entitled to the issuance of CVRs in connection with the Business Combination.

Value of the Public Warrants:

 

Assuming no
redemption
(1)

 

Assuming 50%
redemption
(1)

 

Assuming
Maximum
redemption

Number of public warrants

 

 

12,562,500

 

 

10,468,750

 

 

9,593,515

Closing price per public warrant as of May 16, 2022

 

$

0.28

 

$

0.28

 

$

0.28

____________

(1)      Includes warrants included in subunits that are not redeemed.

Assuming maximum redemptions and based on the market value per warrant as of the closing price on May 16, 2022 for Global’s public warrants, redeeming shareholders may retain public warrants with an aggregate value of approximately $2.7 million (after redeeming their shares). Additionally, as a result of redemptions, the trading market for the Gorilla ordinary shares may be less liquid than the market for the Global securities prior to consummation of the Business Combination, and Gorilla may not be able to meet the listing standards for the Nasdaq or another national securities exchange.

Q. If I am a warrant holder, can I exercise redemption rights with respect to my warrants?

A. No. The holders of warrants (whether unit warrants or subunit warrants) have no redemption rights with respect to such securities.

If holders redeem all of their public shares at closing but continue to hold any public unit warrants, the aggregate value of all Global warrants that may be retained by public shareholders, based on the closing trading price per Global public unit warrant as of May 16, 2022 would be $2.7 million, regardless of the amount of redemptions by the public shareholders.

Q: Do I have appraisal rights if I object to the proposed Business Combination?

A: None of the subunit holders or warrant holders have appraisal rights in connection the Business Combination under the Companies Act. Global shareholders may be entitled to give notice to Global prior to the meeting that they wish to dissent to the Business Combination and to receive payment of fair market value for his or her Global shares if they follow the procedures set out in the Companies Act, noting that any such dissention rights may be limited pursuant to Section 239 of the Companies Act which states that no such dissention rights shall be available in respect of shares of any class for which an open market exists on a recognized stock exchange at the expiry date of the period allowed for written notice of an election to dissent provided that the merger consideration constitutes inter alia shares of any company which at the effective date of the merger are listed on a national securities exchange. It is Global’s view that such fair market value would equal the amount which Global shareholders would obtain if they exercise their redemption rights as described herein.

Q: What equity stake will the current Gorilla shareholders and Global shareholders hold in the public company immediately after the consummation of the Business Combination?

A: It is anticipated that, upon completion of the Business Combination, the ownership interests in Gorilla as the public company will be as set forth in the table below:

 

Minimum Redemptions
and $
30.3 million PIPE
Investment
Scenario

 

50% Redemption and $30.3 million PIPE
Investment

Scenario

 

Maximum Redemptions
and $30.3 million PIPE
Investment

Scenario

   

Shares

 

%

 

Shares

 

%

 

Shares

 

%

Global Public Shareholders

 

12,948,213

 

15.4

%

 

10,275,894

 

12.6

%

 

1,930,964

 

2.6

%

Gorilla Shareholders

 

63,011,828

 

75.1

%

 

63,011,828

 

77.5

%

 

63,011,828

 

86.4

%

Sponsor

 

4,985,000

 

5.9

%

 

4,985,000

 

6.1

%

 

4,985,000

 

6.8

%

PIPE Investors

 

3,000,000

 

3.6

%

 

3,000,000

 

3.8

%

 

3,000,000

 

4.2

%

Closing Shares

 

83,945,041

 

100.0

%

 

81,272,722

 

100.0

%

 

72,927,792

 

100.0

%

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The share numbers set forth above (I) do not take into account (a) Global’s public warrants and warrants underlying the private placement units that will remain outstanding immediately following the Business Combination and may be exercised thereafter (commencing 30 days after the Closing of the Business Combination), or (b) the issuance of any shares upon completion of the Business Combination under the Gorilla Technology Group Inc. 2022 Omnibus Incentive Plan; (II) assume that the Earnout Shares fully vest and are released to Gorilla shareholders and (III) do not account for the potential incremental investment of $20.2 million from the PIPE Investment. Pursuant to the Amended Subscription Agreements, the PIPE Investors are given the right to reduce their $50.5 million subscription amount to a minimum of $30.3 million for any reason whatsoever, in their sole discretion, up until the funding of the PIPE Investment prior to the Closing. If the actual facts are different than the assumptions set forth above, the share numbers set forth above will be different.

Based on Global’s public trading price at market close on May 18, 2022 ($10.14), the estimated implied dollar value of the Sponsor post-Business Combination ordinary shares is approximately $50.6 million if none of the Redemption Equity is forfeited, or approximately $50.6 million if the max Redemption Equity is forfeited.

The table below reflects the ownership percentages immediately after the consummation of the Business Combination if all Global warrants are exercised.

 

Minimum Redemptions
and $
30.5 million PIPE
Investment
Scenario

 

50% Redemptions
and $
30.3 million PIPE
Investment

Scenario

 

Maximum Redemptions
and $30.3 million PIPE
Investment
Scenario

   

Shares

 

%

 

Shares

 

%

 

Shares

 

%

Global Public Shareholders

 

17,484,671

 

19.2

%

 

14,227,884

 

16.2

%

 

5,129,593

 

6.5

%

Gorilla Shareholders

 

65,000,000

 

71.5

%

 

65,000,000

 

74.1

%

 

65,000,000

 

82.7

%

Sponsor

 

5,173,906

 

5.7

%

 

5,173,906

 

5.9

%

 

5,173,906

 

6.6

%

PIPE Investors

 

3,270,834

 

3.6

%

 

3,270,834

 

3.8

%

 

3,270,834

 

4.2

%

Closing Shares

 

90,929,411

 

100.0

%

 

87,672,623

 

100.0

%

 

78,574,333

 

100.0

%

For more information, please see the section titled “Unaudited Pro Forma Condensed Combined Financial Information.”

The share numbers set forth above (I) do not take into account (a) Global’s public warrants and warrants underlying the private placement units that will remain outstanding immediately following the Business Combination and may be exercised thereafter (commencing 30 days after the Closing of the Business Combination), or (b) the issuance of any shares upon completion of the Business Combination under Gorilla Technology Group Inc. 2022 Omnibus Incentive Plan, (II) assume that the Earnout Shares fully vest and are released to Gorilla shareholders and (III) does not account for the potential incremental investment of $20.2 million from the PIPE Investment. Pursuant to the Amended Subscription Agreements, the PIPE Investors are given the right to reduce their $50.5 million subscription amount to a minimum of $30.3 million for any reason whatsoever, in their sole discretion, up until the funding of the PIPE Investment prior to the Closing. If the actual facts are different than the assumptions set forth above, the share numbers set forth above will be different.

It should be noted that when the Global warrants become exercisable, we may require the public warrants to be exercised on a cashless basis and the warrants underlying the private placement units may be exercised on a cashless basis at the option of each holder thereof.

Q: What happens to the funds deposited in the Trust Account after consummation of the Business Combination?

A: The net proceeds of the Global IPO, together with the partial exercise of the over-allotment option by the underwriter and a portion of the amount raised from the simultaneous private placement of Global units for a total of $169,175,000, was placed in the Trust Account immediately following the Global IPO. After consummation of the Business Combination, the funds in the Trust Account will be used to pay, on a pro rata basis, holders of the public shares who exercise redemption rights, to pay fees and expenses incurred in connection with the Business Combination (including aggregate fees of approximately $5.86 million to the underwriter of the Global IPO, subject to a maximum reduction of 20% for redemption and after any reductions due to redemptions, up to 30% to a firm or firms who assists Global with the Business Combination) and for working capital and general corporate purposes.

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Q: What happens if a substantial number of public shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

A: Global’s public shareholders may vote in favor of the Business Combination and still exercise their redemption rights, although they are not required to vote in any way to exercise such redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of public shareholders are substantially reduced as a result of redemptions by public shareholders. Nonetheless, the consummation of the Business Combination is conditioned upon, among other things, Global having an aggregate cash amount of at least $50 million available at Closing from the Trust Account and the PIPE Investors but without taking into account any expenses which may be payable from the Trust Account (the “Minimum Cash Condition”). If the Business Combination is consummated, but we experience a significant level of redemptions, this may result in fewer public shares and public shareholders, which may result in the trading market for Gorilla ordinary shares being less liquid than the market for Global’s securities was prior to consummation of the Business Combination. In addition, Gorilla may not be able to meet the listing standards for the Nasdaq or another national securities exchange. Furthermore, with less funds available from the Trust Account, the capital infusion from the Trust Account into Gorilla’s business will be reduced. As such, Gorilla’s ability to perform against its business plan may be negatively impaired if redemptions by Global’s public shareholders are significant. See a discussion of risks related to redemption rights in “Risk Factors Related to Redemption”.

Public shareholders who purchased units as part of Global’s IPO for $10.00 may experience dilution if they elect not to redeem in connection with the Business Combination. The expense of the deferred underwriting commission would be borne by those shareholders who elect not to redeem. If you exercise your redemption rights, you will not be entitled to the issuance of CVRs in connection with the Business Combination.

Global’s IPO investors will also face dilution from the Founder Shares, which will automatically convert into Gorilla ordinary shares at the closing on a one-for-one basis, resulting in the issuance of 4,187,500 ordinary shares. The table below illustrates how the conversion of the Founder Shares and other sources of possible dilution affect the public shareholder ownership percentage in the combined entity.

 

No Redemption
Scenario

 

50% Redemption
Scenario

 

Max Redemption
Scenario

   

Shares

 

%

 

Shares

 

%

 

Shares

 

%

Global Public Shareholders

 

21,286,459

 

22.0

 

 

12,155,382

 

13.9

 

 

3,024,306

 

3.9

 

Gorilla Shareholders(1)

 

65,000,000

 

67.1

 

 

65,000,000

 

74.0

 

 

65,000,000

 

82.6

 

Sponsor

 

5,173,906

 

5.3

 

 

5,173,906

 

5.9

 

 

5,173,906

 

6.6

 

PIPE Investors(2)

 

5,451,389

 

5.6

 

 

5,451,389

 

6.2

 

 

5,451,389

 

6.9

 

Closing Shares

 

96,911,753

 

100.0

%

 

87,780,677

 

100.0

%

 

78,649,601

 

100.0

%

____________

(1)      The share numbers set forth assume that the Earnout Shares fully vest and are released to Gorilla shareholders. If the actual facts are different than the assumptions set forth above, the share numbers set forth above will be different.

(2)      The share numbers set forth assume the full $50.5 million PIPE Investment.

The tables above in Q&A discussing the ownership of Gorilla shareholders and Global shareholders post-Business Combination show possible sources of dilution and the extent of such dilution that non-redeeming Global public shareholders could experience in connection with the closing of the Business Combination. In an effort to illustrate the extent of such dilution, the table above shows the effect of the exercise of all public warrants and warrants underlying the private placement units, which are exercisable for one whole share at a price of $11.50 per share at any time commencing 30 days after the completion of the Business Combination. The table is presented assuming (i) no redemptions, (ii) 50% of the maximum redemptions and (iii) maximum redemptions that may occur but which would still provide for the satisfaction of the Minimum Cash Condition.

The deferred underwriting commissions in connection with the IPO will be released to the underwriters only on completion of the Business Combination, in an amount equal to approximately 3.5% of the gross proceeds of the IPO, subject to a maximum reduction of 20% for redemption and after any reductions due to redemptions, up to 30% to a firm or firms who assists Global with the Business Combination. Below is a summary of the total deferred underwriting commission to be paid upon closing of the Business Combination, assuming (i) no redemptions,

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(ii) 50% of the maximum redemptions and (iii) maximum redemptions that may occur but which would still provide for the satisfaction of the Minimum Cash Condition of a trust account balance greater than $50 million, before payment of deferred underwriting fees.

Underwriting Fee
(In thousands, except for number of shares)

   

No Redemptions

 

50% Redemptions

 

Maximum Redemptions

Redemptions

 

$

 

 

$

84,588

 

 

$

169,196

 

Redemptions (Shares)

 

 

 

 

 

8,375,000

 

 

 

16,750,000

 

Effective Underwriting (Total Underwriting less redemptions)

 

$

5,863

 

 

$

4,690

 

 

$

4,690

 

Total Deferred Fee

 

 

3.5

%

 

 

2.8

%

 

 

2.8

%

Total Deferred Underwriting Fee

 

$

5,863

 

 

$

4,690

 

 

$

4,690

 

Effective Deferred Underwriting Fee (as a percentage of cash left in Trust Account post redemptions)

 

 

3.5

%

 

 

2.8

%

 

 

2.8

%

Q: What happens if the Business Combination is not consummated?

A: If Global does not complete the Business Combination with Gorilla for whatever reason, Global would search for another target business with which to complete a business combination. If Global does not complete the Business Combination with Gorilla or another business combination by July 13, 2022 (or such later date as may be approved by Global’s shareholders in an amendment to the Global Articles), Global must redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to an amount then held in the Trust Account (net of taxes payable and less up to $100,000 of interest to pay dissolution expenses) divided by the number of outstanding public shares. Both the private placement units and the Sponsor and Global’s officers and directors have waived their redemption rights with respect to their units and Founder Shares, respectively, in the event a business combination is not effected in the required time period, and, accordingly, their Founder Shares will be worthless. Additionally, in the event of such liquidation, there will be no distribution with respect to Global’s outstanding warrants. Accordingly, the warrants will expire worthless.

Q: How do the Sponsor and the officers and directors of Global intend to vote on the proposals?

A: The Sponsor, as well as Global’s officers and directors, beneficially own and are entitled to vote an aggregate of approximately 26.8% of the outstanding Global Ordinary Shares. These holders have agreed to vote their shares in favor of the Business Combination Proposal. These holders have also indicated that they intend to vote their shares in favor of all other proposals being presented at the meeting. In addition to the Global Ordinary Shares held by the Sponsor and Global’s officers and directors, Global would need 4,149,107 shares, or approximately 30.4% of the 13,645,713 public shares outstanding as of May 16, 2022 to be voted in favor of the Business Combination Proposal and other proposals in order for them to be approved.

Q: What interests do the Sponsor and the current officers and directors of Global have in the Business Combination?

A: In considering the recommendation of Global’s board of directors to vote in favor of the Business Combination, shareholders should be aware that, aside from any interests as holders of public shares, the Sponsor and certain of Global’s directors, officers and advisors have interests in the Business Combination that are different from, or in addition to, those of other holders of public shares generally. Global’s directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, in recommending to shareholders that they approve the Business Combination and in agreeing to vote their shares in favor of the Business Combination. Shareholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things, the fact that:

•        If the Business Combination with Gorilla or another business combination is not consummated by July 13, 2022 (or such later date as may be approved by Global’s shareholders in an amendment to the Global Articles), Global will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares for cash and, subject to the approval of its remaining shareholders and board of directors, dissolving and liquidating. In such event, the Founder Shares held by the Sponsor and certain

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directors and officers, which were acquired for an aggregate purchase price of $25,000 prior to the Global IPO, would be worthless because the holders are not entitled to participate in any redemption or distribution with respect to such shares. Such shares had an aggregate market value of approximately $___________ million based upon the closing price of $___________ per share on Nasdaq on ___________, 2022. On the other hand, if the Business Combination is consummated, each outstanding share of Global Ordinary Share will be converted into one Gorilla ordinary share. In the aggregate, the 4,187,500 Founder Shares will be converted into Global Class A ordinary share and exchanged for 4,187,500 Gorilla ordinary shares.

•        The Sponsor and I-Bankers purchased 697,500 private placement units from Global for $10.00 per unit. This purchase took place on a private placement basis simultaneously with the consummation of the Global IPO and the subsequent partial exercise of the underwriter’s over-allotment option. Nearly all of the proceeds Global received from these purchases were placed in the Trust Account. Such private placement units had an aggregate market value of approximately _________ million based upon the closing price of $_________ per unit on Nasdaq on _________, 2022. The warrants underlying the private placement units will become worthless if Global does not consummate a business combination by July 13, 2022 (or such later date as may be approved by Global’s shareholders in an amendment to the Global Articles). On the other hand, if the Business Combination is consummated, each outstanding warrant underlying the private placement unit will be exchanged for one warrant of Gorilla.

•        If Global is unable to complete a business combination within the required time period under the Global Articles, the Sponsor will be liable under certain circumstances described herein to ensure that the proceeds in the Trust Account are not reduced by the claims of potential target businesses or claims of vendors or other entities that are owed money by Global for services rendered or contracted for or products sold to Global. If Global consummates a business combination, on the other hand, Global and ultimately the combined company will be liable for all such claims.

•        I-Bankers, Global’s PIPE placement agent and underwriter in the IPO, will be entitled to receive a deferred underwriting commission and a placement agency fee upon completion of the Business Combination.

•        The Sponsor and Global’s officers and directors and their affiliates are entitled to reimbursement of activities on Global’s behalf, such as identifying and investigating possible business targets and business combinations. However, if Global fails to consummate a business combination within the required time period under the Global Articles, they will not have any claim against the Trust Account for reimbursement. Accordingly, Global may not be able to reimburse these expenses if the Business Combination or another business combination is not completed by July 13, 2022 (or such later date as may be approved by Global’s shareholders in an amendment to the Global Articles). As of the record date, the Sponsor and Global’s officers and directors and their affiliates had incurred approximately $___________ of unpaid reimbursable expenses.

•        The Sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to public shareholders rather than liquidate;

•        Based on the difference in the purchase price of $0.00435 that the Sponsor paid for the Founder Shares, as compared to the purchase price of $10.00 per unit sold in the IPO, the Sponsor may earn a positive rate of return even if the share price of the combined company after the Closing falls below the price initially paid for the units in the IPO and the public shareholders experience a negative rate of return following the Closing of the Business Combination.

•        In the event that a business combination is not effected, the Sponsor will not be entitled to any reimbursement of funds invested in Global. In total, the Sponsor has invested $5,325,000 for securities that would be worthless absent the completion of a business combination. The Sponsor, its affiliates and Global’s officers and directors have no loans outstanding to Global.

•        The Business Combination Agreement provides for the continued indemnification of Global’s current directors and officers and the continuation of directors and officers liability insurance covering Global’s current directors and officers.

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•        Global’s Sponsor, officers and directors (or their affiliates) may make loans from time to time to Global to fund certain capital requirements. On August 7, 2020, the Sponsor agreed to loan Global an aggregate of up to $300,000 to cover expenses related to the Global IPO pursuant to a promissory note that was repaid in full upon the completion of the Global IPO. Additional loans may be made after the date of this proxy statement/prospectus. If the Business Combination is not consummated, the loans will not be repaid and will be forgiven except to the extent there are funds available to Global outside of the Trust Account.

•        Jay Chandan, Global’s Chairman, will be Executive Chairman of Gorilla following the closing of the Business Combination. Such position may provide Mr. Chandan with compensation, including equity incentives. The terms of such position have not been negotiated or approved, and will not be considered by Gorilla until after the Business Combination.

•        In addition to these interests of the Sponsor and Global’s current officers and directors, the Global Articles waive the application of the “corporate opportunity” doctrine. The “corporate opportunity” doctrine generally provides that a director or officer may not take a business opportunity for his or her own if: (1) the corporation is financially able to exploit the opportunity; (2) the opportunity is within the corporation’s line of business; (3) the corporation has an interest or expectancy in the opportunity; and (4) by taking the opportunity for his or her own, the self-interest of the director or officer will be brought into conflict with the director’s or officer’s duties to the corporation. However, Global does not believe that the waiver of the application of the “corporate opportunity” doctrine in the Global Articles had any impact on its search for a potential business combination target.

Q: When do you expect the Business Combination to be completed?

A: It is currently anticipated that the Business Combination will be consummated promptly following the Global extraordinary general meeting, which is set for [    ], 2022; however, such meeting could be adjourned or postponed to a later date, as described above. The Closing (as defined below) is also subject to the approval of the holders of Gorilla ordinary shares and Gorilla preference shares, as well as other customary closing conditions. For a description of the conditions for the completion of the Business Combination, see the section titled “The Business Combination Agreement and Ancillary Agreements — Conditions to Closing.”

Q: Will Global obtain new financing in connection with the Business Combination?

A: Yes. Global and Gorilla have entered into the Amended Subscription Agreements with the PIPE Investors for an aggregate of up to fifty million five hundred thousand U.S. Dollars ($50,500,000) for five million (5,000,000) PIPE Subunits, each subunit consisting of one Class A ordinary share and one-quarter of redeemable Global warrant, at a price of $10.10 per subunit in a private placement in Global to be consummated simultaneously with the closing of the Transactions; provided, however, that (i) the PIPE Investors, at their written election during certain specified periods therein prior to the Closing, are permitted to decrease their aggregate commitment thereunder to thirty million three hundred thousand U.S. Dollars ($30,300,000) for three million (3,000,000) PIPE Subunits and (ii) if a PIPE Investor acquires ownership of subunits of Gorilla in the open market or in privately negotiated transactions with third parties (along with any related rights to redeem or convert such subunits in connection with any redemption conducted by Global in accordance with Global’s organizational documents and the prospectus for Global’s IPO in conjunction with the Closing or in conjunction with an amendment to Global’s organizational documents to extend Global’s deadline to consummate its Business Combination) at least prior to Global’s meeting of shareholders to approve the Transactions and the PIPE Investor does not redeem or convert such PIPE Subunits in connection with any redemption (such subunits. “non-redeemed subunits”), the number of subunits for which the PIPE Investor is obligated to purchase under the Amended Subscription Agreement shall be reduced by the number of non-redeemed subunits.

Consummation of the PIPE Investment is conditioned on the concurrent Closing and other customary closing conditions in the Amended Subscription Agreements. Each PIPE Investor agreed that it and its affiliates will not have any right, title, interest or claim of any kind in or to any monies in the Trust Account held for the public shareholders, and agreed not to, and waived any right to, make any claim against the Trust Account (including any distributions therefrom). In addition, Global and Gorilla granted certain customary registration rights to the PIPE Investors. For a description of the terms of the PIPE Investments, including the terms of any Class B CVRs to be issued to the PIPE Investors, see the sections entitled “The Business Combination Agreement and Ancillary Agreements — Amended and Restated PIPE Subscription Agreements” and “Description of Share Capital and Gorilla Articles — Contingent Value Rights”.

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Q: What do I need to do now?

A: Global urges you to carefully read and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a shareholder and/or a warrant holder of Global. Shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

Q: When and where will the extraordinary general meeting take place?

A: The extraordinary general meeting will be held on [    ], 2022, at 11:00 a.m., Eastern Time, over the Internet by means of a live audio webcast. You may attend the extraordinary general meeting webcast by accessing the web portal located at https://www.cstproxy.com/globalspacpartners/2022 and following the instructions set forth below. For the purposes of the amended and restated memorandum and articles of association of Global, the physical place of the meeting shall be at the offices of Ellenoff Grossman & Schole LLP located at 1345 Avenue of the Americas, 11th Fl., New York, NY 10105, United States of America. Shareholders participating in the extraordinary general meeting will be able to listen only and will not be able to speak during the webcast. However, in order to maintain the interactive nature of the extraordinary general meeting, virtual attendees will be able to:

•        vote via the web portal during the extraordinary general meeting webcast; and

•        submit questions or comments to Global’s directors and officers during the extraordinary general meeting.

Shareholders may submit questions or comments during the meeting through the extraordinary general meeting webcast by typing in the “Submit a question” box.

Q: How do I attend the extraordinary general meeting?

A: Due to health concerns stemming from the COVID-19 pandemic and to support the health and well-being of Global’s shareholders, the extraordinary general meeting will be held virtually. To register for and attend the extraordinary general meeting, please follow these instructions as applicable to the nature of your ownership of Global Ordinary Share:

•        Shares Held of Record.    If you are a record holder, and you wish to attend the extraordinary general meeting, go to https://www.cstproxy.com/globalspacpartners/2022, enter the control number you received on your proxy card or notice of the meeting and click on the “Click here to register for the online meeting” link at the top of the page. Immediately prior to the start of the extraordinary general meeting, you will need to log back into the meeting site using your control number.

•        Shares Held in Street Name.    If you hold your shares in “street” name, which means your shares are held of record by a broker, bank or nominee, and you who wish to attend the extraordinary general meeting, you must obtain a legal proxy from the shareholder of record and e-mail a copy (a legible photograph is sufficient) of your proxy to proxy@continentalstock.com no later than 72 hours prior to the extraordinary general meeting. Holders should contact their bank, broker or other nominee for instructions regarding obtaining a proxy. Holders who e-mail a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the extraordinary general meeting. You will receive an e-mail prior to the meeting with a link and instructions for entering the extraordinary general meeting. “Street” name holders should contact Continental Stock Transfer on or before ____________, 2022.

Shareholders will also have the option to listen to the extraordinary general meeting by telephone by calling:

•        Within the U.S. and Canada: +1 800-450-7155 (toll-free)

•        Outside of the U.S. and Canada: +1 857-999-9155 (standard rates apply)

The passcode for telephone access: 7502829#. You will not be able to vote or submit questions unless you register for and log in to the extraordinary general meeting webcast as described above.

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Q: How do I vote?

A: If you are a holder of record of Global Ordinary Share on the record date, you may vote by virtually attending the extraordinary general meeting and submitting a ballot via the extraordinary general meeting webcast or by submitting a proxy for the extraordinary general meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly voted and counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the extraordinary general meeting and vote through the web portal, obtain a legal proxy from your broker, bank or nominee.

Q: If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A: Your broker, bank or nominee can vote your shares without receiving your instructions on “routine” proposals only. Your broker, bank or nominee cannot vote your shares with respect to “non-routine” proposals unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee.

The Charter Proposal to approve the name of the public company being “Gorilla Technology Group Inc.” is considered a routine proposal. Accordingly, your broker, bank or nominee may vote your shares with respect to such proposal without receiving voting instructions.

The Business Combination Proposal, each other Charter Proposal, the Nasdaq Proposal and the Adjournment Proposal are non-routine proposals. Accordingly, your broker, bank or nominee may not vote your shares with respect to these proposals unless you provide voting instructions.

Q: May I change my vote after I have mailed my signed proxy card?

A: Yes. Shareholders of record may send a later-dated, signed proxy card to Global’s transfer agent at the address set forth below so that it is received prior to the vote at the extraordinary general meeting or virtually attend the extraordinary general meeting and submit a ballot through the web portal during the extraordinary general meeting webcast. Shareholders of record also may revoke their proxy by sending a notice of revocation to Global’s transfer agent, which must be received prior to the vote at the extraordinary general meeting. If you hold your shares in “street name,” you should contact your broker, bank or nominee to change your instructions on how to vote. If you hold your shares in “street name” and wish to virtually attend the extraordinary general meeting and vote through the web portal, you must obtain a legal proxy from your broker, bank or nominee.

Q: What constitutes a quorum for the extraordinary general meeting?

A: A quorum is the minimum number of Global Ordinary Shares that must be present to hold a valid meeting. A quorum will be present at the Global extraordinary general meeting if the holders of a majority of the issued and outstanding Global Ordinary Shares entitled to vote at the meeting are represented at the extraordinary general meeting or by proxy. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the general meeting. The Class A ordinary share and Class B ordinary share are entitled vote together as a single class on all matters to be considered at the extraordinary general meeting.

Q: What shareholder vote thresholds are required for the approval of each proposal brought before the extraordinary general meeting?

•        Business Combination Proposal — The approval of the Business Combination Proposal will require a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds of the ordinary shares who, being present and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the general meeting. The Transactions will not be consummated if Global has less than $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act) either immediately prior to or upon consummation of the Transactions.

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•        Charter Proposals — The approval of each of the charter proposals will require an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the general meeting.

•        Nasdaq Proposal — The approval of the Nasdaq Proposal will require an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the general meeting.

•        Adjournment Proposal — The approval of the Adjournment Proposal will require an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the general meeting.

Q: What happens if I fail to take any action with respect to the extraordinary general meeting?

A: If you fail to take any action with respect to the meeting and the Business Combination is approved by the Global shareholders and consummated, you will become a shareholder and/or warrant holder of Gorilla.

If you fail to take any action with respect to the extraordinary general meeting and the Business Combination is not approved, you will continue to be a shareholder and/or warrant holder of Global, as applicable, and Global will continue to search for another target business with which to complete an initial business combination. If Global does not complete an initial business combination by July 13, 2022 (or such later date as may be approved by Global’s shareholders in an amendment to the Global Articles), Global must cease all operations except for the purpose of winding up, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to an amount then held in the Trust Account (net of taxes payable and less up to $100,000 of interest to pay dissolution expenses), and as promptly as reasonably possible following such redemption, subject to the approval of Global’s remaining shareholders and its board of directors, dissolve and liquidate.

Q: What should I do with my subunit and/or warrant certificates?

A: Warrant holders and those shareholders who do not elect to have their Global Ordinary Shares redeemed for a pro rata share of the Trust Account should wait for instructions from Global’s transfer agent regarding what to do with their certificates. Global shareholders who exercise their redemption rights must deliver their subunit certificates (if any) and other redemption forms to Global’s transfer agent (either physically or electronically) no later than two (2) business days prior to the extraordinary general meeting as described above.

Upon consummation of the Transactions, the Global warrants, by their terms, will be exchanged for Gorilla warrants and entitle holders to purchase shares of Gorilla. Therefore, warrant holders need not deliver their warrants to Global or Gorilla at that time.

Q: What should I do if I receive more than one set of voting materials?

A: Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your Global Ordinary Shares.

Q: Who will solicit and pay the cost of soliciting proxies?

A: Global will bear the cost of soliciting proxies in the accompanying form and will reimburse brokerage firms and others for expenses involved in forwarding proxy materials to beneficial owners or soliciting their execution. In addition to solicitations by mail, Global, through its directors and officers, may solicit proxies in person, by

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telephone or by electronic means. Such directors and officers will not receive any special remuneration for these efforts. Global has hired Advantage Proxy, Inc. to assist in the proxy solicitation process. Global will pay Advantage Proxy, Inc. its customary fees and expenses.

Q: Who can help answer my questions?

A: If you have questions about the Business Combination or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card, you should please contact:

Advantage Proxy, Inc.
P.O. Box 13581
Des Moines, WA 98198
Toll Free Telephone: (877) 870-8565
Main Telephone: (206) 870-8565
E-mail: ksmith@advantageproxy.com

You may also obtain additional information about Global from documents filed with the SEC by following the instructions in the section titled “Where You Can Find More Information.” If you are a holder of public shares and you intend to seek redemption of your shares, you will need to deliver your subunit certificates (if any) and other redemption forms (either physically or electronically) to Global’s transfer agent at the address below at least two (2) business days prior to the vote at the extraordinary general meeting. If you have questions regarding the certification of your position or delivery of your subunit certificates (if any) and other redemption forms, please contact:

Mr. Mark Zimkind
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
E-mail: mzimkind@continentalstock.com

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SUMMARY

This summary highlights selected information from this proxy statement/prospectus. It may not contain all of the information that is important to you. You should carefully read the entire proxy statement/prospectus and the other documents referred to in this proxy statement/prospectus, including the annexes, to fully understand the Business Combination Agreement, the Business Combination and the other matters being considered at the extraordinary general meeting of Global shareholders. For additional information, see “Where You Can Find More Information.” Each item in this summary refers to the sections of this proxy statement/prospectus on which that subject is discussed in more detail.

The Parties to the Business Combination

Gorilla Technology Group Inc.

Gorilla is a leading market provider of video intelligence, Internet of Things (“IoT”) security, edge AI data analytics and operational technology (“OT”) security solutions and services in Asia Pacific with operations and established distribution and sales channels in the United States, Europe, the Middle East and Latin America. Since its founding in 2001, Gorilla has produced revolutionary and transformational technology using AI and edge AI computing. Its established technologies form the foundation of its line of product and service offerings for a wide range of commercial, industrial, municipal and government customers, enabling such customers to securely move, store and analyze data for use in biometric authentication, account management, device management, business intelligence and other applications.

The main address of Gorilla’s principal executive offices is 7F, No.302, Ruey Kuang Road, Neihu, Taipei 114720, Taiwan, R.O.C. and its telephone number is +886 (2) 2627-7996.

Global SPAC Partners Co.

Global was incorporated as a Cayman Islands exempted company on August 6, 2020 for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities.

On April 13, 2021, Global closed its initial public offering of 16,750,000 units, including 750,000 units issued pursuant to the partial exercise of the underwriters’ over-allotment option, with each unit consisting of one subunit and one-half of one redeemable Global warrant, and each subunit consisting of one Class A ordinary share and one-quarter of redeemable Global warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 commencing 30 days after the consummation of an initial business combination.

Global’s units, subunits and the Global warrants are listed on the Nasdaq under the symbols GLSPU, GLSPT, GLSPW, respectively.

The mailing address of Global’s principal executive office is 2093 Philadelphia Pike #1968, Claymont, DE 19703, and its telephone number is (650) 560-4753. After the consummation of the Business Combination, Global’s principal executive office will be that of Gorilla.

Gorilla Merger Sub, Inc.

Gorilla Merger Sub, Inc. (“Merger Sub”) is a Cayman Islands exempted company and a direct wholly owned subsidiary of Gorilla. Merger Sub was formed solely for the purpose of effecting the Business Combination and has not carried on any activities other than those in connection with the Business Combination. The address and telephone number for Merger Sub’s principal executive offices are the same as those for Gorilla.

SPAC Representative

Global SPAC Sponsors LLC, a Delaware limited liability company, will act in the capacity as the representative from and after the Effective Time for the shareholders of Global as of immediately prior to the Effective Time and their successors and assignees in accordance with the terms and conditions of the Business Combination Agreement.

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Company Representative

Tomoyuki Nii, Executive Director of SBI Holdings of Tokyo, Japan and Chairman of the board of Gorilla, will act in the capacity as the representative from and after the Effective Time for the Gorilla shareholders as of immediately prior to the Effective Time in accordance with the terms and conditions of the Business Combination Agreement.

The Business Combination Agreement

The terms and conditions of the merger of Merger Sub with and into Global, with Global surviving the merger as a wholly-owned subsidiary of Gorilla (the “Business Combination”) are contained in the Business Combination Agreement, which is attached as Annex A to this proxy statement/prospectus. We encourage you to read the Business Combination Agreement carefully, as it is the legal document that governs the Business Combination. See the section of this proxy statement/prospectus titled “Proposal One — The Business Combination Proposal.”

The Charter Proposals

The Global shareholders will vote on separate proposals to approve the following material differences between the Global Articles and the Gorilla Articles to be effective upon the consummation of the Business Combination: (i) the Gorilla Articles provide for one class of ordinary shares as opposed to the two classes of Global Ordinary Share provided for in the Global Articles; (ii) Gorilla’s corporate existence is perpetual as opposed to Global’s corporate existence terminating if a business combination is not consummated within a specified period of time; and (iii) the Gorilla Articles do not include the various provisions applicable only to special purpose acquisition corporations that the Global Articles contain. The Gorilla Articles to be in effect upon consummation of the Business Combination is attached as Annex B to this proxy statement/prospectus. See the section of this proxy statement/prospectus titled “Proposal Two — The Charter Proposals.”

The Nasdaq Proposal

The Global shareholders will vote to consider and vote upon a proposal to approve, for purposes of complying with the applicable provisions of Nasdaq Rules 5635(a), (b) and (d), the issuance of up to five million (5,000,000) PIPE Subunits (one Global Class A ordinary shares and one-quarter of redeemable Global warrant), which is approximately 27.9% of the issued and outstanding ordinary shares of Global as of this proxy statement/prospectus, or at least three million (3,000,000) PIPE Subunits, which is approximately 16.7% of the issued and outstanding ordinary shares of Global as of this proxy statement/prospectus, in connection with the PIPE Investment. See the section of this proxy statement/prospectus titled “Proposal Three — The Nasdaq Proposal.”

The Adjournment Proposal

If Global is unable to consummate the Business Combination at the time of the extraordinary general meeting for any reason, the chairman presiding over the extraordinary general meeting may submit a proposal to adjourn the extraordinary general meeting to a later date or dates, if necessary. See the section of this proxy statement/prospectus titled “Proposal Four — The Adjournment Proposal.”

Date, Time and Place of Extraordinary General Meeting of Global’s Shareholders

The extraordinary general meeting will be held at 11:00 a.m. Eastern Time, on [    ], 2022, via live webcast at https://www.cstproxy.com/globalspacpartners/2022, or such other date, time and place to which such meeting may be adjourned, to consider and vote upon the proposals.

Voting Power; Record Date

Global shareholders will be entitled to vote or direct votes to be cast at the extraordinary general meeting if they owned Global Ordinary Share at the close of business on [    ], 2022, which is the record date for the extraordinary general meeting. Global shareholders will have one vote for each share of Global Ordinary Share owned at the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account,

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you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. Global warrants do not have voting rights. On the record date, there were 17,933,213 Global Ordinary Shares outstanding, of which were 13,645,713 public shares with the rest being held by the initial shareholders and their respective affiliates (including the Sponsor and I-Bankers).

Redemption Rights

Pursuant to the Global Articles, a holder of public shares may demand that Global redeem such shares for cash if the Business Combination is consummated; provided that Global may not consummate the Business Combination if it has less than $5,000,001 of net tangible assets either immediately prior to or upon consummation of the Business Combination. Any request for redemption, once made by a holder of public shares, may not be withdrawn once submitted to Global unless the Board of Directors of Global determine (in their sole discretion) to permit the withdrawal of such redemption request (which they may do in whole or in part). If you deliver your subunit certificates (if any) and other redemption forms for redemption to Global’s transfer agent and later decide prior to the time the vote is counted at the extraordinary general meeting not to elect redemption, you may request that Global’s transfer agent return the shares (physically or electronically). You may make such request by contacting Global’s transfer agent at the address listed at the end of this section.

You will be entitled to receive cash for any public subunits to be redeemed only if you:

(i)     (a)     hold public subunits, or

(b)    hold public subunits through units and you elect to separate your units into the underlying public subunits prior to exercising your redemption rights with respect to the public subunits; and

(ii)    prior to 5:00 p.m., Eastern Time, on [    ], 2022, (a) submit a written request to Continental that Global redeem your public subunits for cash and (b) deliver your subunit certificates (if any) and other redemption forms to Continental, physically or electronically through DWAC.

Holders of outstanding units must separate the units into their individual component parts prior to exercising redemption rights with respect to the public subunits. The holder must deliver the certificate for its units to Continental (if the units are registered in the holder’s own name) or to its broker dealer, commercial bank, trust company or other nominee (if the units are held in “street name”), as applicable, with written instructions to separate the units into their individual component parts. This must be completed far enough in advance to permit the mailing of the certificates back to the holder so that the holder of the public subunits may then exercise his, her or its redemption rights upon the separation of the public subunits from the units.

Holders of public subunits do not need to affirmatively vote on the Business Combination Proposal or be a holder of such public subunits as of the record date to exercise redemption rights. If the Business Combination is not consummated, these public subunits will not be redeemed for cash. If a holder of public subunits properly demands redemption, delivers his, her or its subunit certificates (if any) and other redemption forms to Global’s transfer agent as described above, and the Business Combination is consummated, Global will redeem each public subunit for a pro rata portion of the Trust Account, calculated as of two (2) business days prior to the date of the extraordinary general meeting. It is anticipated that this would amount to approximately $_____________ per share. If a holder of public subunits exercises his, her or its redemption rights, then such holder will be exchanging his, her or its public subunits for cash and will no longer own securities of the combined company. See the section of this proxy statement/prospectus titled “Extraordinary General Meeting of Global Shareholders — Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your shares into cash.

If you are a holder of public shares (through your ownership of Global subunits) and you exercise your redemption rights, it will result in the loss of your Global warrants contained in the Global subunits, but will not result in the loss of any separated Global warrants that you may hold directly (including those contained in any units you hold and do not tender for redemption which are split into Global Ordinary Shares and Global warrants at merger closing). Your whole warrants will be exchanged for Gorilla warrants and become exercisable to purchase one Gorilla ordinary share following consummation of the Business Combination.

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Appraisal Rights

None of the unit holders or warrant holders have appraisal rights in connection the Business Combination under the Companies Act. Global shareholders may be entitled to give notice to Global prior to the meeting that they wish to dissent to the Business Combination and to receive payment of fair market value for his or her Global shares if they follow the procedures set out in the Companies Act, noting that any such dissention rights may be limited pursuant to Section 239 of the Companies Act which states that no such dissention rights shall be available in respect of shares of any class for which an open market exists on a recognized stock exchange at the expiry date of the period allowed for written notice of an election to dissent provided that the merger consideration constitutes inter alia shares of any company which at the effective date of the merger are listed on a national securities exchange. It is Global’s view that such fair market value would equal the amount which Global shareholders would obtain if they exercise their redemption rights as described herein.

See the section of this proxy statement/prospectus titled “Extraordinary General Meeting of Global Shareholders — Appraisal Rights.”

Global’s Board of Directors’ Reasons for the Business Combination

Global’s Board of Directors listened to and reviewed a presentation provided by the Global management team and certain board members who have had multiple interactions with Gorilla, in order to determine that the consideration to be paid to Gorilla was reasonable and that the Business Combination was in the best interests of Global’s shareholders.

The presentation provided to the Board was primarily derived from due diligence that Global management team and certain board members conducted of Gorilla that included:

•        Review of Gorilla’s historical financials and projected financials;

•        Gorilla’s customer contracts;

•        Gorilla’s existing debt and equity financing agreements;

•        Market research conducted by Global;

•        Discussions with Gorilla management and investors;

•        Discussions with investment professionals in the AI & Tech industry;

•        Management presentation materials from Gorilla; and

•        Financial data of public companies that are comparable to Gorilla.

See the section of this proxy statement/prospectus titled “Proposal One — The Business Combination Proposal — Global’s Board of Directors’ Reasons for the Business Combination and the Recommendation of the Board of Directors.”

Interests of Global’s Directors and Officers in the Business Combination

In considering the recommendation of Global’s board of directors to vote in favor of the Business Combination Proposal, the Charter Proposals and the Nasdaq Proposal, shareholders should keep in mind that the Sponsor and Global’s directors, executive officers and advisors have interests in such proposals that are different from, or in addition to, those holders of public shares generally. In particular:

•        If the Business Combination with Gorilla or another business combination is not consummated by July 13, 2022 (or such later date as may be approved by Global’s shareholders in an amendment to the Global Articles), Global will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares for cash and, subject to the approval of its remaining shareholders and board of directors, dissolving and liquidating. In such event, the Founder Shares held by the Sponsor and certain directors and officers, which were acquired for an aggregate purchase price of $25,000 prior to the Global IPO, would be worthless because the holders are not entitled to participate in any redemption or distribution with respect to such shares. Such shares had an aggregate market value of approximately $______ million based upon the closing price of $___________ per share on Nasdaq on __________, 2022. On the other hand, if the Business Combination is consummated, each outstanding share of

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Global Ordinary Share will be converted into one Gorilla ordinary share. In the aggregate, the 4,187,500 Founder Shares will be converted into Global Class A ordinary share and exchanged for 4,187,500 Gorilla ordinary shares.

•        The Sponsor and I-Bankers purchased 697,500 private placement units from Global for $10.00 per unit. This purchase took place on a private placement basis simultaneously with the consummation of the Global IPO and the subsequent partial exercise of the underwriter’s over-allotment option. Nearly all of the proceeds Global received from these purchases were placed in the Trust Account. Such private placement units had an aggregate market value of approximately $_________ million based upon the closing price of $_________ per unit on Nasdaq on ___________, 2022. The warrants underlying the private placement units will become worthless if Global does not consummate a business combination by July 13, 2022 (or such later date as may be approved by Global’s shareholders in an amendment to the Global Articles). On the other hand, if the Business Combination is consummated, each outstanding warrant underlying the private placement unit will be exchanged for one warrant of Gorilla.

•        If Global is unable to complete a business combination within the required time period under the Global Articles, the Sponsor will be liable under certain circumstances described herein to ensure that the proceeds in the Trust Account are not reduced by the claims of potential target businesses or claims of vendors or other entities that are owed money by Global for services rendered or contracted for or products sold to Global. If Global consummates a business combination, on the other hand, Global and ultimately the combined company will be liable for all such claims.

•        I-Bankers, Global’s PIPE placement agent and underwriter in the IPO, will be entitled to receive a deferred underwriting commission and a placement agency fee upon completion of the Business Combination.

•        The Sponsor and Global’s officers and directors and their affiliates are entitled to reimbursement of activities on Global’s behalf, such as identifying and investigating possible business targets and business combinations. However, if Global fails to consummate a business combination within the required time period under the Global Articles, they will not have any claim against the Trust Account for reimbursement. Accordingly, Global may not be able to reimburse these expenses if the Business Combination or another business combination is not completed by July 13, 2022 (or such later date as may be approved by Global’s shareholders in an amendment to the Global Articles). As of the record date, the Sponsor and Global’s officers and directors and their affiliates had incurred approximately $_________ of unpaid reimbursable expenses.

•        The Sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to public shareholders rather than liquidate;

•        Based on the difference in the purchase price of $0.00435 that the Sponsor paid for the Founder Shares, as compared to the purchase price of $10.00 per unit sold in the IPO, the Sponsor may earn a positive rate of return even if the share price of the combined company after the Closing falls below the price initially paid for the units in the IPO and the public shareholders experience a negative rate of return following the Closing of the Business Combination.

•        In the event that a business combination is not effected, the Sponsor will not be entitled to any reimbursement of funds invested in Global. In total, the Sponsor has invested $5,325,000 for securities that would be worthless absent the completion of a business combination. The Sponsor, its affiliates and Global’s officers and directors have no loans outstanding to Global.

•        The Business Combination Agreement provides for the continued indemnification of Global’s current directors and officers and the continuation of directors and officers liability insurance covering Global’s current directors and officers.

•        Global’s Sponsor, officers and directors (or their affiliates) may make loans from time to time to Global to fund certain capital requirements. On August 7, 2020, the Sponsor agreed to loan Global an aggregate of up to $300,000 to cover expenses related to the Global IPO pursuant to a promissory note that was repaid

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in full upon the completion of the Global IPO. Additional loans may be made after the date of this proxy statement/prospectus. If the Business Combination is not consummated, the loans will not be repaid and will be forgiven except to the extent there are funds available to Global outside of the Trust Account.

•        Jay Chandan, Global’s Chairman, will be Executive Chairman of Gorilla following the closing of the Business Combination. Such position may provide Mr. Chandan with compensation, including equity incentives. The terms of such position have not been negotiated or approved, and will not be considered by Gorilla until after the Business Combination.

•        In addition to these interests of the Sponsor and Global’s current officers and directors, the Global Articles waive the application of the “corporate opportunity” doctrine. The “corporate opportunity” doctrine generally provides that a director or officer may not take a business opportunity for his or her own if: (1) the corporation is financially able to exploit the opportunity; (2) the opportunity is within the corporation’s line of business; (3) the corporation has an interest or expectancy in the opportunity; and (4) by taking the opportunity for his or her own, the self-interest of the director or officer will be brought into conflict with the director’s or officer’s duties to the corporation. However, Global does not believe that the waiver of the application of the “corporate opportunity” doctrine in the Global Articles had any impact on its search for a potential business combination target.

Recommendation to Global Shareholders

Global’s board of directors has determined that each of the proposals outlined above is in the best interests of Global and recommended that Global shareholders vote “FOR” the Business Combination Proposal, “FOR” each of the Charter Proposals, “FOR” the Nasdaq Proposal, and “FOR” the Adjournment Proposal, if presented.

Certain Material U.S. Federal Income Tax Considerations3

It is intended that the Business Combination qualify for the Intended Tax Treatment (as defined below). The parties intend to report the Business Combination in a manner consistent with the Intended Tax Treatment. However, there are significant factual and legal uncertainties as to whether the Business Combination will qualify for the Intended Tax Treatment. For example, under Section 368(a) of the Code, the acquiring corporation must continue, either directly or indirectly through certain controlled corporations, either a significant line of the acquired corporation’s historic business or use a significant portion of the acquired corporation’s historic business assets in a business. However, there is an absence of guidance directly on point as to how the provisions of Section 368(a) of the Code apply in the case of an acquisition of a corporation with only investment-type assets, such as Global. In addition, as described below, there is a material possibility that the IRS could successfully challenge the CVRs as deferred payment obligations, which could cause the Business Combination to fail to qualify for the Intended Tax Treatment. There are significant factual and legal uncertainties concerning the determination of certain of these requirements. Moreover, the closing of the Business Combination is not conditioned upon the receipt of an opinion of counsel that the Business Combination will qualify for the Intended Tax Treatment, and neither Global nor Gorilla intends to request a ruling from the IRS (as defined below) regarding the U.S. federal income tax treatment of the Business Combination. Accordingly, no assurance can be given that the IRS will not challenge the Intended Tax Treatment or that a court will not sustain a challenge by the IRS.

If, as of the Closing Date, any requirement for Section 368(a) of the Code is not met, then a U.S. Holder of Global Ordinary Share and/or Global warrants may recognize gain or loss in an amount equal to the difference, if any, between the fair market value (as of the Closing Date) of Gorilla ordinary shares, Gorilla warrants and/or CVRs received in the Business Combination, over such U.S. Holder’s aggregate tax basis in the corresponding Global Ordinary Share and/or Global warrants surrendered by such U.S. Holder in the Business Combination.

For a detailed discussion of the material U.S. federal income tax consequences of the Business Combination, the exercise of redemption rights in respect of Global Ordinary Shares, and the ownership and disposition of Gorilla ordinary shares, Gorilla warrants and/or CVRs, please see the section titled “Certain Material U.S. Federal Income Tax Considerations” of this proxy statement/prospectus.

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Certain Material Cayman Islands Tax Considerations

For a description of certain material Cayman Islands tax consequences of the ownership and disposition of Gorilla ordinary shares and/or Gorilla warrants, please see the section titled “Certain Material Cayman Islands Tax Considerations” of this proxy statement/prospectus.

Anticipated Accounting Treatment

The Business Combination will be accounted for as a capital reorganization. Under this method of accounting, Global will be treated as the accounting acquiree for financial reporting purposes. Accordingly, the Business Combination will be treated as the equivalent of Gorilla issuing shares at the closing of the Business Combination for the net assets of Global as of the closing date, accompanied by a recapitalization. The net assets of Global will be stated at historical cost, with no goodwill or other intangible assets recorded.

Gorilla has been determined to be the accounting acquirer based on the evaluation of the following facts and circumstances under both the no and maximum redemption scenarios:

•        The former owners of Gorilla will hold the largest portion of voting rights in the Combined Company;

•        Gorilla has the right to appoint a majority of the directors in the Combined Company;

•        Gorilla’s existing senior management team will comprise a majority of management of the Combined Company;

•        The operations of Gorilla will represent the ongoing operations of the Combined Company; and

•        Gorilla is the larger of the combining entities based on fair value, assets, revenues and profits.

The Business Combination is not within the scope of IFRS 3 — Business Combinations, since Global does not meet the definition of a business. The Business Combination will be accounted for within the scope of IFRS 2 — Share-based Payments. As a result, any excess of fair value of Gorilla ordinary shares issued over the fair value of Global’s identifiable net assets acquired represents compensation for the service of a stock exchange listing for its shares and is expensed as upon consummation.

Comparison of Rights of Shareholders of Global and Shareholders of Gorilla

If the Business Combination is successfully completed, holders of Global Ordinary Share will become holders of Gorilla ordinary shares and their rights as shareholders will be governed by Gorilla’s organizational documents. Please see the section titled “Comparison of Rights of Gorilla Shareholders and Global Shareholders” for more information.

Emerging Growth Company

Each of Global and Gorilla is, and, following the Business Combination, the combined company will be, an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, the combined company will be eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in their periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find the combined company’s securities less attractive as a result, there may be a less active trading market for the combined company’s securities and the prices of the combined company’s securities may be more volatile.

The combined company will remain an emerging growth company until the earlier of: (i) the last day of the fiscal year (a) following the fifth anniversary of the date on which Gorilla ordinary shares were offered in exchange for Global Ordinary Share in connection with the Transactions, (b) in which the combined company has total annual gross revenue of at least $1.07 billion, or (c) in which the combined company is deemed to be a large accelerated filer, which means the market value of the combined company’s common equity that is held by non-affiliates

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exceeds $700 million as of the last business day of its most recently completed second fiscal quarter; and (ii) the date on which the combined company has issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” have the meaning associated with it in the JOBS Act.

Regulatory Matters

The Business Combination is not subject to any federal or state regulatory requirement or approval, except for filings with the Cayman Islands necessary to effectuate the Business Combination.

Summary Risk Factors

You should consider all the information contained in this proxy statement/prospectus in deciding how to vote for the proposals presented in this proxy statement/prospectus. In particular, you should consider the risk factors described under the section titled “Risk Factors” of this proxy statement/prospectus. Such risks include, but are not limited to:

•        Gorilla expects to invest substantially in research and development for the purpose of developing and commercializing new services, and these investments could significantly reduce its profitability or increase its losses and may not generate revenue for Gorilla;

•        If Gorilla does not develop enhancements to its services and introduce new services that achieve market acceptance, its growth, business, results of operations and financial condition could be adversely affected;

•        If Gorilla is unsuccessful at investing in growth opportunities, its business could be materially and adversely affected;

•        Gorilla may need to raise additional funds in the future in order to execute its business plan, and these funds may not be available to Gorilla when it needs them or on favorable terms. If Gorilla cannot raise additional funds when it needs them, its business, financial condition and results of operations could be adversely affected;

•        Gorilla has experienced moderate growth in the past five years, and if Gorilla fails to effectively manage its growth, then its business, results of operations and financial condition could be adversely affected;

•        Gorilla relies, in part, on partnerships to grow its business. The partnerships may not produce the financial or operating results that Gorilla anticipates. In addition, if Gorilla is unable to enter into partnerships, or successfully maintain them, its growth may be adversely impacted;

•        Historically, a single customer has accounted for a material portion of Gorilla’s revenues and, therefore, the loss of that customer could materially and adversely affect its business, results of operations and financial condition;

•        Gorilla’s business depends on expanding its base of clients and its clients increasing their use of its services, and its inability to expand its base of, or lose any of, its clients or decline in their use of its services could materially and adversely affect its business, results of operations and financial condition;

•        If Gorilla fails to adapt and respond effectively to rapidly changing technology, evolving industry standards, changing regulations, and changing client needs, requirements or preferences, its products and services may become less competitive;

•        The market for Gorilla’s edge AI services and products is relatively new, and may decline or experience limited growth, and its business is dependent on its clients’ continuing adoption and use its services and products;

•        The competitive position of Gorilla’s platforms depends, in part, on its ability to operate with third-party products and services, and if we are not successful in maintaining and expanding the compatibility of its platforms with such third-party products and services, its business, financial condition and results of operations could be adversely impacted;

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•        Gorilla partners with industry leading technology companies to provide end-to-end solutions for different verticals. If Gorilla is unable to develop and expand its relationships with such companies, then Gorilla’s business financial condition and results of operations could be adversely affected;

•        If Global’s shareholders fail to properly demand redemption rights, they will not be entitled to convert their Global Class A ordinary share into a pro rata portion of the Trust Account;

•        If the PIPE Investors fail, for any reason, to purchase the 5,000,000 PIPE Subunits covered by the Amended Subscription Agreements, the Business Combination may not be completed;

•        Global’s board of directors did not obtain a third-party fairness opinion in determining whether or not to proceed with the Business Combination;

•        The Gorilla securities to be received by Global’s securityholders as a result of the Business Combination will have different rights from Global securities;

•        Global’s current directors’ and executive officers’ affiliates own Global Ordinary Shares and warrants underlying the private placement units that will be worthless if the Business Combination is not approved. Such interests may have influenced their decision to approve the Business Combination;

•        Global and Gorilla have no history operating as a combined company. The unaudited pro forma condensed combined financial information may not be an indication of Gorilla’s financial condition or results of operations following the Business Combination, and accordingly, you have limited financial information on which to evaluate Gorilla and your investment decision; and

•        The other matters described in the section titled “Risk Factors” beginning on page 36.

Recent Developments

Gorilla Financial Results

Since early 2020, the disease caused by a novel strain of coronavirus, later named COVID-19, has severely impacted Taiwan, the site of Gorilla’s significant operations. More broadly, the COVID-19 pandemic has led governments and other authorities around the world to impose measures intended to control its spread, including restrictions on freedom of movement, gatherings of large numbers of people, and business operations such as travel bans, border closings, business closures, quarantines, shelter-in-place orders and social distancing measures. Resultantly, COVID-19 has disrupted our operations and the operations of our suppliers, customers, and other business partners. Gorilla has experienced, and may continue to experience, an adverse impact on certain parts of its business, including a lengthening of the sales cycle for some prospective customers, delays in the delivery of professional services and trainings to Gorilla’s customers and a decrease in the demand for Gorilla’s product and service offering from our business partners.

Gorilla is currently preparing the results of operations for the three months ended March 31, 2022. The following sets forth Gorilla’s preliminary estimates of operations for the three months ended March 31, 2022. These preliminary estimates of Gorilla’s operations have been prepared by, and are the responsibility of, Gorilla’s management. The preliminary financial data included in these preliminary estimates have been prepared by, and is the responsibility of, Gorilla’s management. PricewaterhouseCoopers, Taiwan has not audited, reviewed, compiled, or applied agreed-upon procedures with respect to the preliminary financial data. Accordingly, PricewaterhouseCoopers, Taiwan does not express an opinion or any other form of assurance with respect thereto.

Revenue:    Asia Pacific is still recovering from COVID-19 and continued travel restrictions regulate our ability to travel to client regions and complete our project obligations. The first quarter of 2022 was impacted by travel restrictions both inbound and outbound of Taiwan, which were significantly greater than in the first quarter of 2021. In addition, protracted lead times with hardware supply chains pushed out our delivery schedules. The first quarter of 2022 has seen us deliver a revenue of $4,248,172 and a healthy sales pipeline to kick 2022 into gear. This represents a decrease of 44.8% from $7,697,319 for the three months ended March 31, 2021. There is no guarantee that our total revenue will grow or remain at the similar level year-on-year in the remaining three quarters of 2022, and we make no representations as to future potential revenue or loss.

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Cost of Revenue:    We estimate that our cost of revenue for the three months ended March 31, 2022 was $2,129,017, representing a decrease of 66.8% from $6,408,893 for the three months ended March 31, 2021.

Gross Margin:    We estimate that our gross margin for the three months ended March 31, 2022 was $2,119,155 or 50% compared to $1,288,427 or 17% for the three months that ended March 31, 2021. The decrease in revenue was outpaced by a decrease in cost of revenue leading to an increase in gross margin. This increase in gross margin for the same period prior year is attributable to a change in the revenue mix while hardware sales accounted the majority of the revenue for the three months ended March 31, 2021.

Liquidity:    We estimate that our cash, cash equivalents and restricted cash as of March 31, 2022 was $16,950,609 and our short-term bank borrowings as of March 31, 2022 was $18,219,832. In addition, as of March 31, 2022, our shareholders’ loans were $5,000,000 and our long-term bank borrowings, including current portion, was $12,191,707.

The above figures are approximations that are preliminary, unaudited, based upon our estimates, and are subject to further internal review and compilation of actual results. We have provided approximations for these data primarily because we have not yet completed compilation of our quarterly report for the three months ended March 31, 2022. Our management’s estimates are based upon monthly information currently available from our subsidiaries.

Global Extension Amendment

On April 11, 2022, Global’s shareholders approved an amendment to its Amended and Restated Memorandum and Articles of Association (the “Extension Amendment”). The Extension Amendment extends the date by which Global must consummate its initial business combination from April 13, 2022 to July 13, 2022. If Global’s initial business combination is not consummated by July 13, 2022, then Global’s existence will terminate, and Global will distribute amounts in the Trust Account as provided in Global’s Amended and Restated Memorandum and Articles of Association. At the meeting related to the Extension Amendment, shareholders holding 3,801,787 public subunits exercised their right to redeem their public subunits for a pro rata portion of the funds in the Trust Account. As a result, approximately $38,411,748.01 (approximately $10.10 per public subunit) was removed from the Trust Account to pay such holders. Furthermore, as a result of the redemption, the one fourth of one warrant contained in each public subunit (resulting in an aggregate of approximately 950,446 warrants) were also forfeited by such holders and automatically extinguished by Global. In connection with the Extension Amendment, on April 13, 2022, Global issued a promissory note (the “Note”) in the aggregate principal amount of up to $1,165,339.17 to Gorilla, pursuant to which Gorilla loaned Global up to $1,165,339.17 (the “Extension Funds”) to be deposited into the Trust Account for each Class A ordinary share underlying Global’s public subunits that was not redeemed in connection with the extension of Global’s termination date from April 13, 2022 to July 13, 2022.

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SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The summary unaudited pro forma condensed combined financial information and the unaudited pro forma combined financial information have been presented for illustrative purposes and are not necessarily indicative of what the combined company’s financial position or results of operations actually would have been had the Business Combination been consummated as of the dates indicated. In addition, the pro forma information does not purport to project the future financial position or operating results of the combined company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.

The unaudited pro forma condensed combined financial information presents two scenarios with respect to the potential redemption by public shareholders of Global Class A ordinary shares for cash:

•        Assuming minimum redemptions and $30.3 million PIPE Investment:    This presentation assumes that, after the redemptions of 3,801,787 Global Class A ordinary shares at approximately $10.10 per subunit in April 2022 (the “April Redemptions”), no other public shareholders exercise their rights to redeem any of their Global Class A ordinary shares for a pro rata portion of the funds in the Trust Account. Thus, the amount of funds held in the Trust Account after the April Redemptions as of closing is available for the Business Combination.

•        Assuming maximum redemptions and $30.3 million PIPE Investment:    This presentation assumes that, after the April Redemptions, holders of 11,017,249 Class A ordinary shares subject to possible redemption exercise their rights to redeem their Class A ordinary shares for approximately $10.19 per subunit. The Business Combination Agreement contains a condition to the Closing that Global will have cash, prior to the payment of transaction costs, of $50.0 million comprising (i) the funds held in the Trust Account or Global’s operating account after giving effect to the Global shareholder redemption, prior to payment of transaction expenses, and (ii) aggregate net proceeds from any PIPE Investment. This presentation also assumes that the Company receives $30.3 million PIPE investment, and the maximum redemption scenario assumes that 11,017,249 Class A ordinary shares subject to possible redemption are redeemed for aggregate redemption payments of approximately $112.3 million using a per subunit redemption price of approximately $10.19 per subunit.

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Refer to the section “Unaudited Pro Forma Combined Financial Information” for further information.

 

Pro Forma
Combined
(Assuming
Minimum
Redemptions
and $
30.3 million
PIPE
Investment)
(1)

 

Pro Forma
Combined
(Assuming
Maximum
Redemptions
and
$30.3 million
PIPE
Investment)
(1)

Summary of Unaudited Pro Forma Condensed Combined Statement of Profit or Loss Data for the Three Months Ended March 31, 2022

 

 

 

 

 

 

 

 

Revenue

 

$

13,617

 

 

$

13,617

 

Pro forma net loss

 

 

(1,242

)

 

 

(1,608

)

Pro forma net loss per share – basic

 

$

(0.01

)

 

$

(0.02

)

Pro forma net loss per share – diluted

 

$

(0.01

)

 

$

(0.02

)

Summary of Unaudited Pro Forma Condensed Combined Statement of Profit or Loss Data for the Year Ended December 31, 2021

 

 

 

 

 

 

 

 

Revenue

 

$

42,243

 

 

$

42,243

 

Pro forma net loss

 

 

(70,446

)

 

 

(68,301

)

Pro forma net loss per share – basic

 

 

(0.84

)

 

 

(0.94

)

Pro forma net loss per share – diluted

 

$

(0.84

)

 

$

(0.94

)

Summary of Unaudited Pro Forma Condensed Combined Statement of Financial Position Data as of March 31, 2022

 

 

 

 

 

 

 

 

Total assets

 

$

242,706

 

 

$

134,555

 

Total liabilities

 

 

54,507

 

 

 

53,544

 

Total equity

 

 

188,199

 

 

 

81,011

 

____________

(1)      The PIPE Investors have the option to invest between $30.3 million and $50.5 million and incremental investment amounts are not reflected in this table. If the actual facts are different than the assumptions set forth above, the share numbers set forth above will be different.

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RISK FACTORS

If the Business Combination is completed, the combined company will operate in a market environment that is difficult to predict and that involves significant risks, many of which will be beyond its control. You should carefully consider the risks described below before voting your shares. Additional risks and uncertainties not presently known to Gorilla and Global or that they do not currently believe are important to an investor, if they materialize, also may adversely affect the Business Combination. If any of the events, contingencies, circumstances or conditions described in the following risks actually occur, the combined company’s business, financial condition or results of operations could be seriously harmed. If that happens, the trading price of Gorilla’s ordinary shares or, if the Business Combination is not consummated, Global Ordinary Share could decline, and you may lose part or all of the value of any Gorilla ordinary shares or, if the Business Combination is not consummated, Global Ordinary Shares that you hold.

Risks Related to Gorilla

In this sub-section the terms “we,” “us” and “our” refer to Gorilla.

Risks Related to Gorilla’s Business and Industry

Gorilla expects to invest substantially in research and development for the purpose of developing and commercializing new services, and these investments could significantly reduce its profitability or increase its losses and may not generate revenue for Gorilla.

Gorilla’s future growth depends on its ability to enhance its existing services and introduce new services that achieve market acceptance and penetrate new markets. Therefore, Gorilla plans to incur substantial research and development costs as part of its efforts to develop and commercialize new services and enhance existing services. Gorilla’s research and development expenses were approximately US$15.05 million and US$14.34 million during the years ended December 31, 2021 and 2020, respectively, and are likely to grow in the future. Future research and development expenses will adversely affect Gorilla’s future results of operations. In addition, Gorilla’s research and development program may not produce successful results, and even if it does successfully produce new services, those services may not achieve market acceptance, create additional revenue or become profitable.

If Gorilla does not develop enhancements to its services and introduce new services that achieve market acceptance, its growth, business, results of operations and financial condition could be adversely affected.

Gorilla’s ability to attract new clients and increase revenue from existing clients depends, in part, on its ability to enhance and improve its existing services, increase adoption and usage of its services, and introduce new services. The success of any enhancements or new services depends on several factors, including timely completion, adequate quality testing, actual performance quality, market accepted pricing levels and overall market acceptance.

Enhancements, such as additional technology features, and new services, such as software licenses and data services, that Gorilla develops may not be introduced in a timely or cost-effective manner, may contain errors or defects, may have interoperability difficulties with its platform or other services or may not achieve the broad market acceptance necessary to generate significant revenue. Furthermore, Gorilla’s ability to increase the usage of its services depends, in part, on the development of new uses for its services, which may be outside of its control. Its ability to generate usage of additional services by its data consumers may also require increasingly sophisticated and more costly sales efforts and result in a longer sales cycle. If Gorilla is unable to successfully enhance its existing services to meet evolving data consumer requirements, increase adoption and usage of its services, develop new services, or if its efforts to increase the usage of its services are more expensive than Gorilla expects, then its business, results of operations and financial condition would be adversely affected.

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If Gorilla is unsuccessful at investing in growth opportunities, its business could be materially and adversely affected.

Gorilla continues to invest significantly in growth opportunities, including the development of new technologies and services to meet its clients’ needs. For example, Gorilla and ITOCHU Techno-Solutions Corporation, are collaborating on project which aims to deliver edge AI computer vision solutions like IVAR® video analytics to clients and customers in Japan. Gorilla also continues to invest significantly in growth opportunities outside the Asia-Pacific and in particular the European Union and United States. Gorilla considers its presence in these markets to be an important component of its growth strategy.

There is no assurance that Gorilla’s growth strategy will be successful or will produce a sufficient or any return on its investments. Further, if Gorilla is unable to develop new technologies and services or its new technologies and services do not work as intended or there are delays in the availability or adoption of its new technologies and services, then Gorilla may not be able to grow its business or growth may occur slower than anticipated. Additionally, although Gorilla anticipates continued growth in the video intelligence, IoT technologies and cybersecurity markets, such growth may occur more slowly or not at all, and Gorilla may not benefit from its investments.

Gorilla plans to fund growth opportunities with cash from operations or from future financings. There can be no assurance that those sources will be available in sufficient amounts to fund future growth opportunities when needed.

Any of the foregoing could adversely affect our business, results of operations and financial condition.

Seasonality may cause fluctuations in our results of operations and position.

Historically, the first quarter of Gorilla’s fiscal year generally has relatively lower sales, and sales generally increase in each subsequent quarter with substantial increases during the fourth quarter ending December 31. Gorilla believes that this seasonality results from a number of factors, including:

•        The fiscal year end procurement cycle of Gorilla’s government customers;

•        The fiscal year budgeting process for Gorilla’s government customers;

•        Seasonal reductions in business activity during the first quarter of each fiscal year in Asia and certain other regions; and

•        Timing of projects and Gorilla’s customers’ evaluation of our work progress.

This seasonality has historically impacted and may in the future continue to impact the timing of collections and recognized revenue. Because a significant portion of Gorilla’s customer contracts are typically finalized near the end of the year, and Gorilla typically invoices customers upon delivery of our services and acceptance by Gorilla’s customers, Gorilla receives a significant portion of its customer payments near the end of the year and records an increase in contract contingent liabilities. While Gorilla has historically billed and collected payments for multiple contract years from certain customers in advance, it has and may continue to shift to collecting payments on an annual or other basis.

While this has been the historical seasonal pattern of Gorilla’s quarterly sales, Gorilla believes that its customers’ required timing for certain new government or commercial programs requiring new services may outweigh the nature or magnitude of seasonal factors that might have influenced our business to date. As a result, Gorilla may experience future growth from additional government or commercial mandates that do not follow the seasonal purchasing and evaluation decisions by its customers that Gorilla has historically observed.

For example, increased government spending on technology aimed at surveillance or cybersecurity may drive customer demand at different times throughout Gorilla’s fiscal year, the timing of which Gorilla may not be able to anticipate and may cause fluctuations in its results of operations.

Gorilla’s growth in recent years may obscure the extent to which seasonality trends have affected its business and may continue to affect its business. We expect that seasonality will continue to materially impact Gorilla’s business in the future and may become more pronounced over time. The seasonality of Gorilla’s business may cause

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continued or increased fluctuations in its results of operations and cash flows, which may prevent Gorilla from achieving its quarterly or annual forecasts or meeting or exceeding the expectations of research analysts or investors, which in turn may cause a decline in the trading price of our ordinary shares.

Gorilla may need to raise additional funds in the future in order to execute its business plan, and these funds may not be available to Gorilla when it needs them or on favorable terms. If Gorilla cannot raise additional funds when it needs them, its business, financial condition and results of operations could be adversely affected.

Gorilla may require additional capital in the future in order to fund its growth strategy or to respond to technological advancements, competitive dynamics or technologies, data consumer demands, business opportunities, challenges, acquisitions or unforeseen circumstances. It may also determine there is a need to raise equity or debt financing for other reasons. For example, in order to further enhance business relationships with current or potential customers or partners, Gorilla may issue equity or equity-linked securities to such current or potential customers or partners.

Gorilla may not be able to timely secure debt or equity financing on favorable terms, or at all. If Gorilla raises additional funds through the issuance of equity or convertible debt or other equity-linked securities, its existing shareholders could experience significant dilution. In addition, any debt financing obtained by Gorilla in the future, whether in the form of a credit facility or otherwise, could involve restrictive covenants relating to its capital raising activities and other financial and operational matters, which may make it more difficult for Gorilla to obtain additional capital and to pursue business opportunities, including potential acquisitions. If Gorilla is unable to obtain adequate financing or financing on terms satisfactory to Gorilla when Gorilla requires it, Gorilla’s ability to continue to grow or support its business and to respond to business challenges could be significantly limited. In addition, because Gorilla’s decision to issue debt or equity in the future will depend on market conditions and other factors beyond its control, it cannot predict or estimate the amount, timing, nature or success of its future capital raising efforts.

Gorilla has experienced moderate growth in the past five years, and if Gorilla fails to effectively manage its growth, then its business, results of operations and financial condition could be adversely affected.

Gorilla has experienced moderate growth in its business since 2016 when Gorilla developed its edge AI capabilities in video analytics and cyber analytics. For example, Gorilla has also experienced significant growth in the number of data consumers, usage and amount of data that its platform and associated infrastructure support. This growth has placed, and may continue to place, significant demands on its corporate culture, operational infrastructure and management. Any failure to manage Gorilla’s anticipated growth and organizational changes in a manner that preserves the key aspects of its culture and services could adversely affect Gorilla’s overall chance for future success, including its ability to recruit and retain personnel, and effectively focus on and pursue its corporate objectives. This, in turn, could adversely affect its business, financial condition and results of operations.

In addition, Gorilla’s ability to manage its operations and future growth will require Gorilla to continue to improve its operational, financial and management controls, compliance programs with multiple and changing foreign laws and regulations and reporting systems. Gorilla is currently in the process of strengthening its compliance programs, including its compliance programs related to data protection, privacy and cybersecurity and anti-corruption. Gorilla may not be able to implement improvements in an efficient or timely manner and may discover deficiencies in existing controls, programs, systems and procedures, which could have an adverse effect on its business, reputation, results of operations and financial condition.

Gorilla relies, in part, on partnerships to grow its business. The partnerships may not produce the financial or operating results that Gorilla anticipates. In addition, if Gorilla is unable to enter into partnerships, or successfully maintain them, its growth may be adversely impacted.

Historically, Gorilla has relied, in part, on a variety of partnerships to grow its business, including partnering with leading technology companies and government agencies. The majority of the partnerships allow Gorilla to provide data services as part of services provided by the partners, thereby increasing Gorilla’s customer base without the need to address the customers directly.

Any partnerships Gorilla enters into may not be on favorable terms, and the expected benefits and growth from these partnerships may not materialize as planned. Gorilla may have difficulty assimilating new partnerships and their services, technologies, IT systems and personnel into its operations. IT and data security profiles of partners may not meet its technological standards and may take longer to integrate and remediate than planned. This may

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result in significantly greater transaction and integration costs for future partnerships than Gorilla has experienced historically, or it could mean that Gorilla will not pursue certain partnerships where the costs of integration and remediation are too significant. These difficulties could disrupt its ongoing business, increase its expenses and adversely affect its business, results of operations and financial condition.

Despite its past experience, opportunities to grow its business through partnerships may not be available to Gorilla in the future.

Historically, a single customer has accounted for a material portion of Gorilla’s revenues and, therefore, the loss of that customer could materially and adversely affect its business, results of operations and financial condition.

Gorilla’s products and services are widely used by organizations of all sizes across a broad range of industries, including public sector. In 2021, we had 111 total customers. One of Gorilla’s customers, Criminal Investigation Bureau of Taiwan (“CIB”) accounted for approximately 16% of our revenue in fiscal year 2021. Gorilla’s relationship with CIB was built based upon winning the bids, of which CIB set out the specifications and the requirements of services or products, pursuant to Taiwan’s Government Procurement Act, which strictly governs the bidding process and the performance of the relevant obligations and agreements. Failure to (1) meet or maintain the qualifications specified in the tender documentations; (2) provide a competitive pricing with respect to certain project; or (3) perform obligations under the tender documentations or agreements with governmental agencies (such as CIB) would lead to loss of bid and loss of customer or termination or cancellation of existing agreements with governmental agencies. The loss of this customer could result in a significant reduction of Gorilla’s anticipated revenues, which could materially and adversely affect our business, results of operations and financial condition.

In Gorilla’s ordinary course of business, it has entered into multiple agreements with CIB pursuant to which revenue was generated during fiscal year 2021. The agreements between Gorilla and CIB govern the establishment of facilities and utilization of Gorilla’s technologies by CIB, and the contents of which are subject to confidentiality provided in those agreements. The contents of, entering into and performance of those agreement are strictly governed by Taiwan’s Government Procurement Act.

Gorilla’s business depends on expanding our base of clients and our clients increasing their use of our services, and our inability to expand our base of, or lose any of, our clients or decline in their use of our services could materially and adversely affect its business, results of operations and financial condition.

Gorilla’s ability to grow as a business and generate revenue growth depends, in part, on our ability to expand our base of clients, maintain and grow our relationships with existing clients and that our clients increase their use of our services. If Gorilla is not successful in attracting new clients or its existing clients do not increase their use of our services, then our revenue growth may decline, and our financial condition and results of operations may be adversely affected. Clients are charged based on the use of our services. Many of Gorilla’s clients do not have long-term contractual financial commitments to Gorilla and, therefore, most of our clients may reduce or cease their use of its services at any time without penalty or termination charges. Clients may terminate or reduce their use of its services for any number of reasons, including if they are not satisfied with its services, the value proposition of its services or its ability to meet their needs and expectations.

Gorilla cannot accurately predict our clients’ usage levels and our inability to attract new clients or the loss of clients or reductions in their use levels of our services may each have a negative impact on our business, financial condition and results of operations, and may slow our growth in the future if clients are not satisfied with our services, the value proposition of our products and services, or our ability to meet the needs of our clients and their expectations. If a significant number of clients cease using, or reduce their use of our services, then Gorilla may be required to spend significantly more on sales and marketing than we currently spend in order to maintain or increase revenue from our clients, which could adversely affect its business, results of operations and financial condition.

If Gorilla fails to adapt and respond effectively to rapidly changing technology, evolving industry standards, changing regulations, and changing client needs, requirements or preferences, our products and services may become less competitive.

The markets for video intelligence, IoT technologies, and cybersecurity are subject to rapid technological change, evolving industry standards, changing regulations, as well as changing customer needs, requirements and preferences. The success of Gorilla’s business will depend, in part, on its ability to adapt and respond effectively to these changes on a timely basis. If Gorilla is unable to develop new services that satisfy our clients’ needs and

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provide enhancements and new features to our existing services that keep pace with rapid technological and industry changes, our business, financial condition and results of operations could be adversely affected. If new technologies emerge and we are not able to deliver services at competitive prices, more efficiently, more conveniently or more securely, such technologies could adversely impact our ability to compete effectively.

Our platform must integrate with a variety of networks, hardware, mobile and software platforms and technologies, and Gorilla needs to continuously modify and enhance our services and products to adapt to changes and innovation in our markets. If data providers, partners or clients adopt new software platforms or infrastructures, Gorilla may be required to develop new or enhanced versions of our services or products to work with those new platforms or infrastructures. This development effort may require significant resources, which would adversely affect its business, financial condition and results of operations. Any failure of its services and products to operate effectively with evolving or new platforms and technologies could reduce the demand for our services. If Gorilla is unable to respond to these changes in a cost-effective manner, our services may become less marketable and less competitive or obsolete, and our business, results of operations and financial condition could be adversely affected.

The market for Gorilla’s edge AI services and products is relatively new, and may decline or experience limited growth, and our business is dependent on our clients’ continuing adoption and use our services and products.

The edge AI market is relatively new and is subject to a number of risks and uncertainties. Gorilla has developed an edge AI and video management system, IVAR® (Intelligent Video Analytics Recorder), which is an edge AI based platform. Through IVAR®, we deliver our edge AI services to our clients, which include managed service providers, distributors, system integrators and hardware manufacturers in the healthcare, transportation, manufacturing or retail sectors, among others. Gorilla believes that our future success will significantly depend on the growth, if any, of this market and the use of our services and products, including our IVAR® real-time analytics technology.

The use of edge AI is still relatively new, and consumers may not recognize the need for or benefits of our services and products. If consumers do not recognize the need for and benefits of our services and products, then they may decide to adopt alternative services to satisfy some portion of their business needs. In order to grow our business and extend our market position, Gorilla intends to focus on educating potential customers about the benefits of our services and products, expanding the range of Gorilla’s services and bringing new technologies to market to increase market acceptance and use of our platform. Gorilla’s ability to expand the market that our services and products address depends upon a number of factors, including the cost, performance and perceived value associated with our services and products. The market for our services and products could fail to grow significantly or there could be a reduction in demand for our services and/or products as a result of a lack of acceptance, technological challenges, competing services, a decrease in spending by current and prospective customers, weakening economic conditions and other causes. If the edge AI market does not experience significant growth, or demand for its services and/or products decreases, then our business, financial condition and results of operations could be adversely affected.

The competitive position of our platforms depends, in part, on its ability to operate with third-party products and services, and if we are not successful in maintaining and expanding the compatibility of our platforms with such third-party products and services, our business, financial condition, and results of operations could be adversely impacted.

The competitive position of our platforms depends, in part, on their ability to operate with products and services of third parties, software services, and infrastructure, including but not limited to, in connection with our sales relationships, platform partnerships, strategic alliances, and other similar arrangements, where applicable. As such, we must continuously modify and enhance our platforms to adapt to changes in, or to be integrated or otherwise compatible with, hardware, software, networking, browser, and database technologies. In the future, one or more technology companies may choose not to support the operation of their hardware, software or infrastructure, or our platforms may not support the capabilities needed to operate with such hardware, software or infrastructure. In addition, to the extent that a third-party was to develop software or services that compete with ours, that provider may choose not to support one or more of our platforms. We intend to facilitate the compatibility of our platforms with various third-party hardware, software and infrastructure by maintaining and expanding our business and technical relationships. If we are not successful in achieving this goal, our business, financial condition and results of operations could be adversely impacted.

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Gorilla partners with industry leading technology companies to provide end-to-end solutions for different verticals. If Gorilla is unable to develop and expand its relationships with such companies, then Gorilla’s business financial condition and results of operations could be adversely affected.

Gorilla believes that our continued growth depends, in part, upon developing and expanding strategic relationships with technology companies from cloud infrastructure providers, telecoms, chipset vendors and storage manufacturers. An important aspect of our business is that our edge AI harmonizes with a potential client’s existing IT infrastructure, which often utilizes hardware manufactured or software created by other technology companies.

If Gorilla fails to develop or expand relationships with other technology companies, Gorilla will be unable to grow its business and meet its customers’ needs, which would adversely affect its business, results of operations and financial condition.

Our platforms are complex and may have a lengthy implementation process, and any failure of our platforms to satisfy our customers or perform as desired could harm our business, results of operations, and financial condition.

Our platforms and services are complex and are deployed in a wide variety of network environments. Implementing our platforms can be a complex and lengthy process since we often configure our existing platforms for a customer’s unique environment. Inability to meet the unique needs of our customers may result in customer dissatisfaction and/or damage to our reputation, which could materially harm our business. Further, the proper use of our platforms may require training of the customer and the initial or ongoing services of our technical personnel as well as operations and maintenance services over the contract term. If training and/or ongoing services require more of our expenditures than we originally estimated, our margins will be lower than projected.

In addition, if our customers do not use our platforms correctly or as intended, inadequate performance or outcomes may result. It is possible that our platforms may also be intentionally misused or abused by customers or their employees or third parties who obtain access and use of our platforms. Similarly, our platforms sometimes used by customers with smaller or less sophisticated IT departments, potentially resulting in sub-optimal performance at a level lower than anticipated by the customer. Because our customers rely on our platforms and services to address important business goals and challenges, the incorrect or improper use or configuration of our platforms and operations and maintenance services, failure to properly train customers on how to efficiently and effectively use our platforms, or failure to properly provide implementation or analytical or maintenance services to our customers may result in contract terminations or non-renewals, reduced customer payments, negative publicity or legal claims against us. For example, as we continue to expand our customer base, any failure by us to properly provide these services may result in lost opportunities for follow-on expansion sales of our platforms and services.

Furthermore, if customer personnel are not well trained in the use of our platforms, customers may defer the deployment of our platforms and services, may deploy them in a more limited manner than originally anticipated, or may not deploy them at all. If there is substantial turnover of Gorilla or customer personnel responsible for procurement and use of our platforms, our platforms may go unused or be adopted less broadly, and our ability to make additional sales may be substantially limited, which could negatively impact our business, results of operations and growth prospects.

Any failure to offer high quality customer support to our clients may adversely affect Gorilla’s relationships with its clients and prospective clients, and adversely affect its business, results of operations and financial condition.

Many of Gorilla’s clients depend on our customer support team to assist them with implementing our services effectively, resolving post-implementation issues quickly and providing ongoing technology support. If Gorilla does not devote sufficient resources to customer support services, or is otherwise unsuccessful in assisting its clients effectively, it could adversely affect our ability to retain existing clients and our reputation, which could prevent prospective clients from adopting our services and products.

Gorilla may be unable to respond quickly enough to accommodate short-term increases in demand for customer support. We also may be unable to modify the nature, scope and delivery of its customer support to compete with changes in the support services provided by our competitors. Increased demand for customer support could increase costs, and without corresponding revenue, could adversely affect our business, results of operations and financial condition. Gorilla’s revenues are highly dependent on its business reputation. Any failure to maintain high quality customer support, or a market perception that it does not maintain high quality customer support, could erode customer trust and adversely affect its reputation, business, results of operations and financial condition.

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We face intense competition in our markets, and we may lack sufficient financial or other resources to maintain or improve our competitive position.

The markets for our platforms are very competitive, and we expect such competition to continue or increase in the future. A significant number of companies are developing products that currently, or in the future may, compete with some or all aspects of our proprietary platforms. We may not be successful in convincing the management teams of our potential customers to deploy our platforms in lieu of existing software solutions or in-house software development projects often favored by internal IT departments or other competitive products and services. In addition, our competitors include large enterprise software companies, government contractors and system integrators, and we may face competition from emerging companies as well as established companies who have not previously entered this market. Additionally, we may be required to make substantial additional investments in our research, development, services, marketing and sales functions in order to respond to competition, and there can be no assurance that we will be able to compete successfully in the future.

Many of our existing competitors have, and some of our potential competitors could have, substantial competitive advantages such as:

•        Greater name recognition, longer operating histories, and larger customer bases;

•        Larger sales and marketing budgets and resources and the capacity to leverage their sales efforts and marketing expenditures across a broader portfolio of products;

•        Broader, deeper, or otherwise more established relationships with technology, channel and distribution partners, and customers;

•        Wider geographic presence or greater access to larger potential customer bases;

•        Greater focus in specific geographies;

•        Lower labor and research and development costs;

•        Larger and more mature intellectual property portfolios; and

•        Substantially greater financial, technical and other resources to provide services, to make acquisitions and to develop and introduce new products and capabilities.

In addition, some of our larger competitors have substantially broader and more diverse product and service offerings and may be able to leverage their relationships with distribution partners and customers based on other products or incorporate functionality into existing products to gain business in a manner that discourages customers from purchasing our platforms, including by selling at zero or negative margins, product bundling or offering closed technology platforms. Potential customers may also prefer to purchase from their existing provider rather than a new provider regardless of platform performance or features. As a result, even if the features of our platforms offer advantages that others do not, customers may not purchase our platforms. These larger competitors often have broader product lines and market focus or greater resources and may therefore not be as susceptible to economic downturns or other significant reductions in capital spending by customers. If we are unable to sufficiently differentiate our platforms from the integrated or bundled products of our competitors, such as by offering enhanced functionality, performance, or value, we may see a decrease in demand for those platforms, which could adversely affect our business, financial condition, and results of operations.

In addition, new, innovative start-up companies and larger companies that are making significant investments in research and development may introduce products that have greater performance or functionality, are easier to implement or use, incorporate technological advances that we have not yet developed, or implemented or may invent similar or superior platforms and technologies that compete with our platforms. Our current and potential competitors may also establish cooperative relationships among themselves or with third parties that may further enhance their resources.

Some of our competitors have made or could make acquisitions of businesses that allow them to offer more competitive and comprehensive solutions. As a result of such acquisitions, our current or potential competitors may be able to accelerate the adoption of new technologies that better address customer needs, devote greater resources to bring these products and services to market, initiate or withstand substantial price competition, or develop and

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expand their product and service offerings more quickly than we do. These competitive pressures in our market, or our failure to compete effectively, may result in fewer orders, reduced revenue and margins, and loss of market share. In addition, it is possible that industry consolidation may impact customers’ perceptions of the viability of smaller or even mid-size software firms and consequently customers’ willingness to purchase from such firms.

We may not compete successfully against our current or potential competitors. If we are unable to compete successfully, or if competing successfully requires us to take costly actions in response to the actions of our competitors, our business, financial condition and results of operations could be adversely affected. In addition, companies competing with us may have an entirely different pricing or distribution model. Increased competition could result in fewer customer orders, price reductions, reduced margins, and loss of market share, any of which could harm our business and results of operations.

Our reputation and business may be harmed by news or social media coverage of Gorilla, including, but not limited to, coverage that presents, or relies on, inaccurate, misleading, incomplete, or otherwise damaging information.

Publicly available information regarding Gorilla has historically been limited, in part due to the sensitivity of our work with customers or contractual requirements limiting or preventing public disclosure of certain aspects of our work or relationships with certain customers. As our business has grown and as interest in Gorilla and the technology industry overall has increased, we may attract significant attention from news and social media outlets, including unfavorable coverage and coverage, that is not directly attributable to statements authorized by our leadership, that incorrectly reports on statements made by our leadership or employees and the nature of our work, perpetuates unfounded speculation about company involvements, or that is otherwise misleading. If such news or social media coverage presents, or relies on, inaccurate, misleading, incomplete or otherwise damaging information regarding Gorilla, such coverage could damage our reputation in the industry and with current and potential customers, employees, and investors, and our business, financial condition, results of operations, and growth prospects could be adversely affected. Due to the sensitive nature of our work and our confidentiality obligations and despite our ongoing efforts to provide increased transparency into our business, operations, and product capabilities, we may be unable to or limited in our ability to respond to such harmful coverage, which could have a negative impact on our business.

Our relationships with government customers and customers that are engaged in certain sensitive industries, including organizations whose products or activities are or are perceived to be harmful, could result in public criticism, including from political and social activists, and unfavorable coverage in the media. Activist criticism of our relationships with customers could potentially engender dissatisfaction among potential and existing customers, investors and employees with how we address political and social concerns in our business activities. Conversely, being perceived as yielding to activism targeted at certain customers could damage our relationships with certain customers, including governments and government agencies with which we do business, whose views may or may not be aligned with those of political and social activists. Actions we take in response to the activities of our customers, up to and including terminating our contracts or refusing a particular product use case could harm our brand and reputation. In either case, the resulting harm to our reputation could:

•        cause certain customers to cease doing business with us;

•        impair our ability to attract new customers, or to expand our relationships with existing customers;

•        diminish our ability to hire or retain employees;

•        undermine our standing in professional communities to which we contribute and from which we receive expert knowledge; or

•        prompt us to cease doing business with certain customers.

Any of these factors could adversely impact our business, financial condition, and results of operations.

We may not enter into relationships with potential customers if we consider their activities to be inconsistent with our organizational mission or values.

We generally do not enter into business with customers or governments whose positions or actions we consider inconsistent with our mission to support Western liberal democracy and its strategic allies. Our decisions to not enter into these relationships may not produce the long-term financial benefits and results that we expect, in which case our growth prospects, business and results of operations could be harmed. Although we endeavor to do business

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with customers and governments that are aligned with our mission and values, we cannot predict how the activities and values of our government and private sector customers will evolve over time, and they may evolve in a manner inconsistent with our mission.

We do not work with the Chinese communist party and have chosen not to host our platforms in China, which may limit our growth prospects.

Our leadership believes that working with the Chinese communist party is inconsistent with our culture and mission. We do not consider any sales opportunities with the Chinese communist party, do not host our platforms in China, and impose limitations on access to our platforms in China in order to protect our intellectual property, to promote respect for and defend privacy and civil liberties protections and to promote data security. Our decision to avoid this large potential market may limit our growth prospects and could adversely impact our business, results of operations, and financial condition, and we may not compete successfully against our current or potential competitors who choose to work in China.

Gorilla expects its results of operations to fluctuate on a quarterly and annual basis, which could cause the share price of the combined company to fluctuate or decline.

Gorilla’s quarterly results of operations have fluctuated in the past and may vary significantly in the future. As such, historical comparisons of its operating results may not be meaningful. Accordingly, the results of any one quarter should not be relied upon as an indication of future performance. Gorilla’s quarterly financial results may fluctuate as a result of a variety of factors, many of which are outside of its control and may not fully reflect the underlying performance of Gorilla’s business. These fluctuations could adversely affect Gorilla’s ability to meet its expectations or those of securities analysts or investors. If Gorilla does not meet these expectations for any period, the value of its business and its securities, or those of the combined company, could decline significantly. Factors that may cause these quarterly fluctuations include, without limitation, those listed below:

•        The timing of revenues generated in any quarter;

•        Pricing changes Gorilla may adopt to drive market adoption or in response to competitive pressure; Gorilla’s ability to retain its existing customers and attract new customers;

•        Gorilla’s ability to develop, introduce and sell services and products in a timely manner that meet customer requirements;

•        Disruptions in Gorilla’s sales channels or termination of its relationship with partners;

•        Delays in customers’ purchasing cycles or deferments of customers’ purchases in anticipation of new services or updates from Gorilla or its competitors;

•        Fluctuations in demand pressures for Gorilla’s products;

•        The mix of services sold in any quarter;

•        The duration of the global COVID-19 pandemic and the time it takes for economic recovery;

•        Political and economic instability, including instabilities associated with the armed conflict in Ukraine and any conflict or threat of conflict that may affect Taiwan;

•        The timing and rate of broader market adoption of Gorilla’s data service platform;

•        Market acceptance of Gorilla’s services and further technological advancements by Gorilla’s competitors and other market participants;

•        Any change in the competitive dynamics of Gorilla’s markets, including consolidation of competitors, regulatory developments and new market entrants;

•        Changes in the source, cost, availability of and regulations pertaining to materials Gorilla uses;

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•        Adverse litigation, judgments, settlements or other litigation-related costs, or claims that may give rise to such costs; and

•        General economic, industry and market conditions, including trade disputes.

The ongoing global COVID-19 outbreak has significantly affected the growth of our business and operations.

The outbreak of the novel coronavirus and the COVID-19 disease that it causes has evolved into a global pandemic. In light of the uncertain and rapidly evolving situation relating to the spread of COVID-19, we have taken precautionary measures intended to minimize the risk of the virus to our employees, our customers and the communities in which we operate, including temporarily closing our offices worldwide and virtualizing, postponing, or cancelling customer, employee or industry events, which may negatively impact our