Gorilla Technology Group Inc. (“Gorilla”) and Global SPAC Partners
Co. (Nasdaq: “GLSPU” units, “GLSPT” subunits and “GLSPW” warrants)
(“Global”) have announced that they will host a joint investor
webcast to discuss the proposed business combination between
Gorilla and Global (the “Business Combination”) at 10:00 A.M.
Eastern Time on Tuesday, June 21, 2022. The webcast will include
important details and updates included in the Amended and Restated
Business Combination Agreement (the “Amended BCA”) and the Amended
and Restated Subscription Agreement related to the previously
announced concurrent PIPE investment (the “Amended Subscription
Agreement,” together with the Amended BCA, the “Amended
Agreements”), each dated as of May 18, 2022. The investor webcast
will be made available on Gorilla’s website at
https://www.gorilla-technology.com/investors. On the webcast, the
presenters will be reviewing an investor presentation and
referencing the Amended Agreements, which were filed with the
Securities and Exchange Commission (“SEC”) by Global on Current
Reports on Form 8-K on June 17, 2022 and May 18, 2022,
respectively, and which are available on the SEC’s website at
www.sec.gov.
Joint Investor Webcast
Tuesday, June 21, 2022
10:00 A.M. Eastern Time
Webcast and accompanying investor
presentation: www.gorilla-technology.com/investors.
About the Amended PIPE
Global announced on February 10, 2022 that it
had entered into subscription agreements (the “Original
Subscription Agreements”) with experienced AI institutional
investors (the “PIPE Investors”) to purchase $50.5 million of
private placement securities in Global (the “PIPE”), in connection
with the closing of the Business Combination and the other
transactions contemplated by the Amended BCA (the “Transactions”).
The PIPE, as contemplated by the Original Subscription Agreements,
consisted of the sale of 5 million subunits of Global at a price of
$10.10 per subunit (the “PIPE subunits”), with each PIPE subunit
identical to the subunits included as part of the public units sold
in Global’s initial public offering. On May 18, 2022, Global and
the PIPE Investors amended the terms of the Original Subscription
Agreements, pursuant to which the PIPE Investors have the
unilateral right for any reason to reduce the number of PIPE
subunits they will purchase from an aggregate of 5 million PIPE
subunits to an aggregate of 3 million PIPE subunits, at the same
price of $10.10 per PIPE subunit.
The number of PIPE subunits the PIPE Investors
are required to purchase is also subject to reduction to the extent
they purchase Global subunits in the open market or privately
negotiated transactions with third parties and hold and do not
redeem such subunits in connection with any redemption conducted by
Global. For further information, please refer to Global’s Current
Reports on Form 8-K, filed February 11, 2022 and May 18, 2022
respectively, with the SEC.
About the Amended BCA
The Amended BCA, dated May 18, 2022, amends the
original business combination agreement, dated as of December 20,
2022 (the “Original BCA”), provides that existing Gorilla
shareholders will receive no cash consideration in the Business
Combination, and will retain all of their current equity interests,
effectively rolling over their current ownership into an equivalent
of approximately 65 million shares of Gorilla. The Transactions
value Gorilla at a pro-forma enterprise value of approximately $720
million. The consummation of the Transactions are conditioned upon
Global having at least $50 million in gross cash proceeds at
closing in Global’s trust account (after giving effect to the
completion and payment of any redemptions), which currently has
approximately $132 million in funds, and the proceeds of any PIPE
Investment or other private placement.
The following summarizes the key changes in the
Amended BCA compared to the Original BCA:
- Escrow Shares – 14 million of the
65 million shares issued to Gorilla shareholders will be placed
into escrow (the “Escrow Shares”), subject to possible forfeiture
and transfer to holders of contingent value rights (“CVRs”) to be
issued to (i) the PIPE Investors and (ii) public shareholders who
do not redeem their public shares in connection with the
shareholder meeting to vote upon the Transactions (collectively,
the “Post-Merger Holders”).
- CVRs to Post-Merger Holders – One
(1) Class A CVR will be issued for each one (1) share owned by
Post-Merger Holders. In addition, one-half (1/2) Class B CVR
will be issued for each one (1) PIPE subunit.
- Escrow Shares Released in 4 Stages
– 1st stage is price protection for Post-Merger Holders until March
31, 2023. 2nd stage is earn-out to Gorilla shareholders or
Post-Merger Holders of 8.4 million Escrow Shares less any shares
issued at 1st stage. 3rd stage is price protection for Post-Merger
Holders until March 31, 2024, with respect to the remaining Escrow
Shares (up to 5.6 million). 4th stage is earn-out to Gorilla
shareholders or Post-Merger Holders.
- Price Protection for Post-Merger
Holders – 1st & 3rd Stages – Until March 31, 2024, the Escrow
Shares will be available for distribution to Class A CVR holders if
a calculation of the share price at certain dates is below the
redemption price at the closing of the Transactions (currently
projected to be $10.19 per share). Until March 31, 2023, all
14 million Escrow Shares are available for distribution;
thereafter, all remaining Escrow Shares are available for
distribution.
- Earn-Out to Gorilla Shareholders or
Post-Merger Holders – 2nd & 4th Stages
- Fiscal Year 2022 Revenue – After distribution of Escrow Shares
for the price protection until March 31, 2023, up to 8.4 million
Escrow Shares (less any distributed for price protection) will be
distributed based on reported revenue for fiscal year ending
December 31, 2022. If revenue is at least $65 million, all
such Escrow Shares would be released to Gorilla shareholders; if
revenue is less than $51 million, all such Escrow Shares would be
distributed to Class A and Class B CVR holders. If the
revenue is at least $51 million, but less than $65 million, the
release or distribution will be pro rata between Gorilla
shareholders and CVR holders. Regardless of what the revenue
is, if gross margins decline compared to the prior year, all Escrow
Shares will be distributed to CVR holders.
- Fiscal Year 2023 Revenue – After distribution of Escrow shares
for the Price Protection until March 31, 2024, up to 5.6 million
Escrow Shares may be remaining (unless used for price protection at
any time earlier) and will be distributed based on reported revenue
for fiscal year ending December 31, 2023. If revenue is at
least $90 million, all such Escrow Shares would be released to
Gorilla shareholders; if revenue is less than $90 million, all such
Escrow Shares would be distributed to Class A and Class B CVR
holders. Regardless of what the revenue is, if gross margins
decline compared to prior year, then all Escrow Shares will be
distributed to CVR holders.
Advisors
Cantor Fitzgerald & Co. and Northland Securities, Inc. have
been engaged as capital markets advisors to Global.
Advantage Proxy, Inc. has been engaged by Global
to assist in the proxy solicitation process for the shareholders
meeting to approve the Transactions.
I-Bankers Securities, Inc. acted as sole
placement agent for the PIPE, and Bradbury Securities Limited acted
as the distribution agent in Asia for the PIPE.
K&L Gates LLP is serving as legal advisor to
Gorilla.
Ellenoff Grossman & Schole LLP is serving as
legal advisor to Global.
About Gorilla Technology Group
Inc.
Gorilla, headquartered in Taipei, Taiwan, is a
global leader in security intelligence, network intelligence,
business intelligence and IoT technology. Gorilla develops a wide
range of solutions including Smart Cities, Smart Retail, Enterprise
Security, and Smart Media. In addition, Gorilla provides a complete
Security Convergence Platform to government institutions, Telecom
companies and private enterprises with network surveillance and
cyber security.
Gorilla places an emphasis on offering leading
technology, expert service, and precise delivery, and ensuring
top-of-the-line, intelligent and strong Edge AI solutions that
enable clients to improve operational performance and efficiency.
With continuous core technology development, Gorilla will deliver
Edge AI solutions to managed service providers, distributors,
system integrators, and hardware manufacturers.
About Global SPAC Partners
Co.
Global is a blank check company formed for the
purpose of effecting a merger, share exchange, asset acquisition,
share purchase, reorganization or similar business combination with
one or more businesses globally. Global is led by Chairman, Jay
Chandan, Chief Executive Officer, Bryant B Edwards, Chief Operating
Officer & President, Stephen N. Cannon, and Chief Financial
Officer, Long Long.
Important Information and Where to Find
It
This press release relates to the Transactions
as contemplated by the Amended BCA. This press release does not
constitute an offer to sell or exchange, or the solicitation of an
offer to buy or exchange, any securities, nor shall there be any
sale of securities in any jurisdiction in which such offer, sale or
exchange would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. In connection
with the Transactions described herein, Gorilla has filed relevant
materials with the SEC, including a registration statement on Form
F-4, as amended from time to time, which includes a preliminary
proxy statement of Global, and a prospectus of Gorilla in
connection with the proposed Transactions. The definitive
proxy statement and other relevant documents will be mailed to
Global security holders as of the close of business on June 15,
2022, the record date established by Global for voting on the
Amended BCA and the Transactions. Investors and security holders of
Global and other interested persons are advised to read the
preliminary proxy statement, and amendments thereto, and the
definitive proxy statement in connection with Global’s solicitation
of proxies for the extraordinary general meeting of Global
shareholders to be held to approve the Amended BCA and the
Transactions because these documents will contain important
information about Global, Gorilla, the Amended BCA, the
Transactions and the PIPE. The definitive proxy statement, the
preliminary proxy statement and other relevant materials in
connection with the Transactions (when they become available), and
any other documents filed by Global with the SEC, may be obtained
free of charge at the SEC’s website at www.sec.gov or by writing to
Global at: 2093 Philadelphia Pike #1968, Claymont, DE 19703.
Forward-Looking Statements
This press release 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 Amended
BCA, 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 Amended BCA by the shareholders of Global and the
satisfaction of the minimum cash requirements of the Amended BCA
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 press release 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.
Contacts
Gorilla Technology Group
Inc.
Stardi Yen +886 2 7720 7889
Investor-relations@gorilla-technology.com
Global SPAC Partners
Co.
Peter Wright, Intro-Act (617) 454-1088
GlobalSPAC@intro-act.com
Global SPAC Partners (NASDAQ:GLSPT)
過去 株価チャート
から 11 2024 まで 12 2024
Global SPAC Partners (NASDAQ:GLSPT)
過去 株価チャート
から 12 2023 まで 12 2024