Item 8.01 Other Events.
As previously disclosed, Global SPAC Partners Co., a special purpose acquisition
company incorporated as a Cayman Islands exempted company ("Global"), entered
into a definitive Business Combination Agreement, dated as of December 21, 2021,
as amended and restated on May 18, 2022 (the "Business Combination Agreement"),
with Gorilla Technology Group Inc., a Cayman Islands exempted company
("Gorilla"), Gorilla Merger Sub, Inc., a Cayman Islands exempted company and a
wholly-owned subsidiary of Gorilla ("Merger Sub"), Global SPAC Sponsors LLC, a
Delaware limited liability company, in the capacity as the representative from
and after the Effective Time (as defined in the Business Combination Agreement)
for the shareholders of Global as of immediately prior to the Effective Time and
their successors and assignees, and 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. Pursuant to the Business Combination
Agreement, Merger Sub will merge with and into Global, with Global as the
surviving entity (the "Merger", and together with the other transactions
contemplated by the Business Combination Agreement and certain ancillary
documents, the "Transactions").
Waiver of Closing Condition
Under the terms of the Business Combination Agreement, it is a condition
precedent to the obligations of Gorilla and Merger Sub to consummate the Merger
that, as of the closing of the Merger (the "Closing"), (a) the amount of funds
contained in Global's trust account (the "Trust Account") (after deducting the
aggregate amount of payments required to be made in connection with the
redemption rights to Global shareholders) or Global's operating account, in any
case, prior to payment of any Global transaction expenses or Gorilla transaction
expenses or other liabilities due at the Closing, plus (b) the aggregate amount
of cash that has been funded to and remains with, or that will be funded
concurrently with the Closing to, Global pursuant to any PIPE Investment (as
defined in the Business Combination Agreement) (the "Minimum Cash") be at least
$50,000,000. As of July 8, 2022, Gorilla and Merger Sub had conditionally waived
such condition precedent, provided that if the Minimum Cash is less than
$41,900,000, the waiver shall no longer be in effect.
On July 7, 2022, Global issued a press release announcing the filing and mailing
of the definitive proxy statement (the "Merger Proxy Statement") announcing an
extraordinary general meeting of Global's shareholders on July 13, 2022 (the
"Business Combination Meeting") to approve the Transactions, among other
proposals described in the Merger Proxy Statement. Additionally, on July 8,
2022, Global issued a press release announcing the confirmation of the aggregate
amount of the previously announced PIPE (as defined below) of $41.9 million in
connection with the Transactions and the conditional waiver of the Minimum Cash
Condition as noted above. A copy of the press releases are filed as Exhibit 99.1
and Exhibit 99.2 to this Current Report on Form 8-K and are incorporated by
reference herein.
Additional Information
In connection with the Transactions, Gorilla has filed with the Securities and
Exchange Commission (the "SEC") a Registration Statement on Form F-4 and Global
has filed the Merger Proxy Statement in connection with the proposed
Transactions. Investors and security holders of Global and other interested
persons are advised to read the Merger Proxy Statement in connection with
Global's solicitation of proxies for the Business Combination Meeting because
these documents contain important information about Global, Gorilla, the
Business Combination Agreement and the Transactions. The Merger Proxy Statement
and other relevant materials in connection with the Transactions, and any other
documents filed by Global with the SEC (when they become available), may be
obtained free of charge at the SEC's website (www.sec.gov) or by writing to
Global at: 2093 Philadelphia Pike #1968, Claymont, DE 19703.
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Forward-Looking Statements
This Current Report on Form 8-K contains, and certain oral statements made by
representatives of Global and Gorilla and their respective affiliates, from time
to time may contain, "forward-looking statements" within the meaning of the
"safe harbor" provisions of the Private Securities Litigation Reform Act of
1995. Global's and Gorilla's actual results may differ from their expectations,
estimates and projections and consequently, you should not rely on these
forward-looking statements as predictions of future events. Words such as
"expect," "estimate," "project," "budget," "forecast," "anticipate," "intend,"
"plan," "may," "will," "could," "should," "believes," "predicts," "potential,"
"might" and "continues," and similar expressions are intended to identify such
forward-looking statements. These forward-looking statements include, without
limitation, Global's and Gorilla's expectations with respect to future
performance and anticipated financial impacts of the Transactions and the
proposed private placement of Global securities by institutional accredited
investors contemplated by certain subscription agreements dated as of February
10, 2022, as amended and restated on May 18, 2022 (the "PIPE"), the satisfaction
of the closing conditions to the Transactions and the timing of the completion
of the Transactions. These forward-looking statements involve significant risks
and uncertainties that could cause actual results to differ materially from
expected results. Most of these factors are outside of the control of Global or
Gorilla and are difficult to predict. Factors that may cause such differences
include but are not limited to: (i) the inability of the parties to successfully
or timely consummate the Transactions and the PIPE, including the risk that any
required regulatory approvals are not obtained, are delayed or are subject to
unanticipated conditions that could adversely affect the post-Transactions
company (the "Company") or the expected benefits of the Transactions and the
PIPE, if not obtained; (ii) the failure to realize the anticipated benefits of
the Transactions and the PIPE; (iii) matters discovered by the parties as they
complete their respective due diligence investigation of the other parties; (iv)
the ability of Global prior to the Transactions, and the Company following the
Transactions, to maintain the listing of the Company's shares on Nasdaq; (v)
costs related to the Transactions; (vi) the lack of a third-party fairness
opinion in determining whether or not to pursue the proposed Transactions; (vii)
the failure to satisfy the conditions to the consummation of the Transactions,
including the approval of the Business Combination Agreement by the shareholders
of Global and the satisfaction of the minimum cash requirements of the Business
Combination Agreement following any redemptions by Global's public shareholders;
(viii) the risk that the Transactions may not be completed by the stated
deadline and the potential failure to obtain an extension of the stated
deadline; (ix) the outcome of any legal proceedings that may be instituted
against Global or Gorilla related to the Transactions; (x) the attraction and
retention of qualified directors, officers, employees and key personnel of
Global and Gorilla prior to the Transactions, and the Company following the
Transactions; (xi) the ability of the Company to compete effectively in a highly
competitive market; (xii) the ability to protect and enhance Gorilla's corporate
reputation and brand; (xiii) the impact from future regulatory, judicial, and
legislative changes in Gorilla's or the Company's industry; (xiv) the uncertain
effects of the COVID-19 pandemic and geopolitical developments; (xv) competition
from larger technology companies that have greater resources, technology,
relationships and/or expertise; (xvi) future financial performance of the
Company following the Transactions, including the ability of future revenues to
meet projected annual bookings; (xvii) the ability of the Company to forecast
and maintain an adequate rate of revenue growth and appropriately plan its
expenses; (xviii) the ability of the Company to generate sufficient revenue from
each of its revenue streams; (xix) the ability of the Company's patents and
patent applications to protect the Company's core technologies from competitors;
(xx) the Company's ability to manage a complex set of marketing relationships
and realize projected revenues from subscriptions, advertisements; (xxi) product
sales and/or services; (xxii) the Company's ability to execute its business
plans and strategy, including potential expansion into new geographic regions;
and (xxiii) other risks and uncertainties described herein, as well as those
risks and uncertainties discussed from time to time in other reports and other
public filings with the SEC by Global or Gorilla. The foregoing list of factors
is not exclusive. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, actual results
may vary materially from those indicated or anticipated by such forward-looking
statements. Readers are cautioned not to place undue reliance upon any
forward-looking statements, which speak only as of the date made. Global and
Gorilla undertake no obligation to update forward-looking statements to reflect
events or circumstances after the date they were made except as required by law
or applicable regulation.
Participants in the Solicitation
Gorilla, Global and their respective directors, executive officers and employees
and other persons may be deemed to be participants in the solicitation of
proxies from the holders of Global securities in respect of the proposed
Transactions. Information about Global's directors and executive officers and
their ownership of Global's securities is set forth in Global's filings with the
SEC. Additional information regarding the interests of the participants in the
proxy solicitation will be included in the proxy statement pertaining to the
proposed Transactions when it becomes available. These documents can be obtained
free of charge from the sources indicated above.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute an offer to sell or the
solicitation of an offer to buy any securities pursuant to the proposed
Transactions or otherwise, nor shall there be any sale of securities in any
jurisdiction in which the offer, solicitation or sale would be unlawful prior to
the registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release, dated July 7, 2022.
99.2 Press Release, dated July 8, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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