Item 7.01 Regulation FD Disclosure.
As previously disclosed,
Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated
into this Item 7.01 by reference is the investor presentation ("Investor
Presentation") that will be used by Global and Gorilla in a joint investor
webcast (the "Webcast") at
The Investor Presentation and the Script are intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
On
Additional Information
In connection with the Transactions, Gorilla has filed with the
1 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 contemplated
by the Business Combination Agreement, 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, 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, if not
obtained; (ii) the failure to realize the anticipated benefits of the
Transactions; (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
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
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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 99.1 Investor Presentation, datedJune 2022 . 99.2 Script to Investor Presentation. 99.3 Press Release, datedJune 17, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 2
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