As filed with the Securities and Exchange Commission on January 7, 2022.

Registration No. 333-            

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

_________________

FORM F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

_________________

Gorilla Technology Group Inc.

(Exact name of registrant as specified in its charter)

_________________

Gorilla Technology Group Inc.
7F, No.302, Ruey Kuang Road,
Neihu, Taipei 114720, Taiwan, R.O.C.
+886 (2) 2627-7996
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

_________________

Puglisi & Associates
850 Library Avenue, Suite 204
Newark, DE 19715
(302) 738-6680
(Name, address, including zip code, and telephone number, including area code, of agent for service)

_________________

Copies of all correspondence to:

_________________

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this registration statement and all other conditions to the proposed Business Combination described herein have been satisfied or waived.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE

____________

(1)      The number of ordinary shares, par value $0.0001 per share (“Gorilla ordinary shares”), of Gorilla Technology Group Inc. (“Gorilla”) and warrants (“Gorilla warrants”) to purchase Gorilla ordinary shares being registered is based upon an estimate of the sum of (a) the maximum number of shares of Class A ordinary share, par value $0.0001 per share (“Class A ordinary share”), of Global SPAC Partners Co. (“Global”) that will be outstanding immediately prior to the Business Combination (as defined herein) and exchanged for one Gorilla ordinary share for each such Class A ordinary share; (b) the maximum number of shares of Class B ordinary share, par value $0.0001 per share of Global (“Class B ordinary share” and, together with the Class A ordinary share, the “Global Ordinary Share”) that will be outstanding immediately prior to the Business Combination, and exchanged for one Gorilla ordinary share for each such Class B ordinary share; and (c) the maximum number of warrants of Global (“Global warrants”) that will be outstanding immediately prior to the Business Combination and exchanged for one Gorilla warrant for each such Global warrant.

(2)      In accordance with Rule 457(f)(1) and Rule 457(c), as applicable, based on (i) in respect of Gorilla ordinary shares to be issued to Global shareholders, the average of the high ($10.01) and low ($10.01) prices of Class A ordinary shares on The Nasdaq Capital Market (“Nasdaq”) on January 4, 2022, and (ii) in respect of Gorilla warrants to be issued to Global warrant holders, the sum of (a) the average of the high ($0.49) and low ($0.46) prices for the Global warrants on Nasdaq on January 4, 2022 and (b) $11.50, the exercise price of the Global warrants, resulting in a combined maximum offering price per warrant of $11.975. The maximum number of Gorilla warrants and Gorilla ordinary shares issuable upon exercise of the Gorilla warrants are being simultaneously registered hereunder. Consistent with the response to Question 240.06 of the Securities Act Rules Compliance and Disclosure Interpretations, the registration fee with respect to the Gorilla warrants has been allocated to the underlying Gorilla ordinary shares and those Gorilla ordinary shares are included in the registration fee.

(3)      Calculated by multiplying the proposed maximum aggregate offering price by 0.0000927.

(4)      Represents Gorilla ordinary shares issuable in exchange for outstanding Global Ordinary Share upon the merger of Gorilla Merger Sub, Inc. (“Merger Sub”) with and into Global pursuant to the Business Combination.

(5)      Represents warrants of Gorilla, each whole warrant entitling the holder to purchase one Gorilla ordinary share, to be issued in exchange for Global warrants upon the merger of Merger Sub with and into Global pursuant to the Business Combination.

(6)      Represents Gorilla ordinary shares underlying Gorilla warrants.

(7)      Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share sub-divisions, share dividends or similar transactions.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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 JANUARY 7, 2022

PROXY STATEMENT/PROSPECTUS

The board of directors of Global SPAC Partners Co., a Cayman Islands exempted company (“Global”), has approved the Business Combination Agreement (the “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.

Pursuant to the Business Combination Agreement, immediately prior to the Effective Time, and contingent upon the Closing, 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”.

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 _______%, Gorilla’s existing securityholders will own approximately _________% of the Company’s outstanding ordinary shares. 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 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.

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 up to an aggregate of 21,735,000 Gorilla ordinary shares, 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 Gorilla ordinary shares issuable to the Gorilla securityholders.

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 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 28 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 28 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.

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 _______ 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 name of the new public entity will be “Gorilla Technology Group Inc.” as opposed to “Global SPAC Partners Co.”;

ii.      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;

iii.     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

iv.      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 Nasdaq Listing Rule 5635, the issuance of ____________ ordinary shares and _________ warrants in the Business Combination, which amount will be determined as described in more detail in the accompanying proxy statement/prospectus (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 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 and officers may have interests in the Business Combination that conflict with, or are different from, your interests as a shareholder of Global. See the section entitled “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 __________. Questions can also be sent by email to ________________. This notice of extraordinary general meeting is and the proxy statement/prospectus relating to the Business Combination will be available at https://____________________.

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.

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 ____________ 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 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.

TABLE OF CONTENTS

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.

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 and 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.

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.

SELECTED DEFINITIONS

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.

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 entitled “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 name of the new public entity will be “Gorilla Technology Group Inc.” as opposed to “Global SPAC Partners Co.”; (ii) 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; (iii) 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 (iv) 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 Nasdaq Listing Rule 5635, the issuance of ___________ ordinary shares and ___________ warrants in the Business Combination. 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.

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. 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 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: 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.

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 entitled “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

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 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 a further described herein.

Value of the Public Warrants:

____________

(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 December 31, 2021 for Global’s public warrants, redeeming shareholders may retain public warrants with an aggregate value of approximately $4.6 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 December 31, 2021, would be $4.6 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:

The share numbers set forth above 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. 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 December 23, 2021 ($10.00), the estimated implied dollar value of the Sponsor post-Business Combination ordinary shares is approximately $217.4 million if none of the Redemption Equity is forfeited, or approximately $98.6 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 assuming no redemptions, 50% redemptions and maximum redemptions.

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

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.

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, if applicable, 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.

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.

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, (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.

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 April 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 21.7% of the outstanding Global Ordinary Share. 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 6,075,001 shares, or approximately 36.3%, of the 16,750,000 public shares 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 and officers 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 April 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 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 April 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.

•        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 April 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 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 entitled “The Business Combination Agreement and Ancillary Agreements — Conditions to Closing.”

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 ______ 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.

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.

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$14.34 million and US$11.34 million during the years ended December 31, 2020 and 2019, 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.

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.

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 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.

One of Gorilla’s customers accounted for approximately 25% of its revenue in 2020. The loss of this customer could result in a significant reduction of Gorilla’s anticipated revenues, which could materially and adversely affect its business, results of operations and financial condition.

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 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.

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.

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 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 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;

•        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;

•        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 business. While the COVID-19 pandemic has provided certain new opportunities for our business to expand, it has also created many negative headwinds that present risks to our business and results of operations. For example, the COVID-19 pandemic has generally disrupted the operations of our customers and prospective customers, and may continue to disrupt their operations, including as a result of travel restrictions and/or business shutdowns, uncertainty in the financial markets or other harm to their business and financial results, which could result in a reduction to information technology budgets, delayed purchasing decisions, longer sales cycles, extended payment terms, the timing of payments, and postponed or cancelled projects, all of which would negatively impact our business and operating results, including sales and cash flows. We do not yet know the net impact of the COVID-19 pandemic on our business and cannot guarantee that it will not be materially negative. Although we continue to monitor the situation and may adjust our current policies as more information and public health guidance become available, the ongoing effects of the COVID-19 pandemic and/or the precautionary measures that we have adopted may create operational and other challenges, any of which could harm our business and results of operations.

Historically, a significant portion of our field sales, operations and maintenance, and professional services have been conducted in person. Currently, as a result of the work and travel restrictions related to the COVID-19 pandemic, and the precautionary measures that we have adopted, substantially all of our field sales and professional services activities are being conducted remotely, which has resulted in a decrease in our travel and office expenditures. However, we expect our travel expenditures to increase in the future, which could negatively impact our financial condition and results of operations. We do not yet know the extent of the negative impact of such restrictions and precautionary measures on our ability to attract new customers or retain and expand our relationships with existing customers.

In addition, COVID-19 may disrupt the operations of our customers and partners for an indefinite period of time, including as a result of travel restrictions and/or business shutdowns, all of which could negatively impact our business, financial condition, and results of operations.

Furthermore, as a result of the COVID-19 pandemic, we are not requiring employees who are able to work remotely to come into the office through at least from May 17, 2021 to July 27, 2021. It is possible that widespread remote work arrangements may have a negative impact on our operations; the execution of our business plans; our ability to recruit, train, manage, and retain employees; the productivity and availability of key personnel and other employees necessary to conduct our business; and on third-party service providers who perform critical services for us, or otherwise cause operational failures due to changes in our normal business practices necessitated by the outbreak and related governmental actions. If a natural disaster, power outage, connectivity issue, or other event occurred that impacted our employees’ ability to work remotely, it may be difficult or, in certain cases, impossible, for us to continue our business for a substantial period of time. The increase in remote working may also result in increased consumer privacy, data security, and fraud risks, and our understanding of applicable legal and regulatory requirements, as well as the latest guidance from regulatory authorities in connection with the COVID-19 pandemic, may be subject to legal or regulatory challenge, particularly as regulatory guidance evolves in response to future developments.

More generally, the COVID-19 pandemic has and is expected to continue to adversely affect economies and financial markets globally, leading to a continued economic downturn, which is expected to decrease technology spending generally and could adversely affect demand for our platforms and services. It is not possible at this time to estimate the full impact that COVID-19 will have on our business, as the impact will depend on future developments, which are highly uncertain and cannot be predicted.

Moreover, to the extent the COVID-19 pandemic adversely affects our business, financial condition, and results of operations, it may also have the effect of heightening many of the other risks described in this “Risk Factors” section, including but not limited to, those related to our ability to increase sales to existing and new customers, continue to perform on existing contracts, develop and deploy new technologies, expand our marketing capabilities and sales organization, generate sufficient cash flow to service our indebtedness, and comply with the covenants in the agreements that govern our indebtedness.

Risks Related to Gorilla’s Intellectual Property, Information Technology, Data Privacy and Security

Gorilla may not be able to adequately protect or enforce its intellectual property rights or prevent unauthorized parties from copying or reverse engineering its solutions. Gorilla’s efforts to protect and enforce its intellectual property rights and prevent third parties from violating its rights may be costly.

The success of Gorilla’s services and its business depends, in part, on Gorilla’s ability to obtain patents and other intellectual property rights and maintain adequate legal protection for its products in the United States and other international jurisdictions. Gorilla relies on a combination of patent, copyright, service mark, and trade secret laws, as well as confidentiality procedures and contractual obligations, to establish and protect its proprietary rights, all of which provide only limited protection. Gorilla cannot assure you that any patents will be issued with respect to its currently pending patent applications, including in a manner that gives Gorilla adequate defensive protection or competitive advantages, if at all, or that any of Gorilla’s patents will not be challenged, invalidated or circumvented. Gorilla has filed for patents in the United States and in certain international jurisdictions, but such protections may not be available or applied for in all countries in which it operates or in which Gorilla seeks to enforce its intellectual property rights or may be difficult to enforce in practice. Gorilla cannot be certain that the steps it has taken will prevent unauthorized use of its technology or the reverse engineering of its technology. Moreover, others may independently develop technologies that are competitive to Gorilla or infringe Gorilla’s intellectual property.

Protecting against the unauthorized use of Gorilla’s intellectual property, products and other proprietary rights is expensive and can be difficult, particularly with respect to international jurisdictions. Unauthorized parties may attempt to copy or reverse engineer Gorilla’s solutions or certain aspects of Gorilla’s solutions that are considered proprietary. Litigation may be necessary in the future to enforce or defend Gorilla’s intellectual property rights, to prevent unauthorized parties from copying or reverse engineering its solutions, to determine the validity and scope of the proprietary rights of others or to block the importation of infringing products into the U.S. Any such litigation, regardless of merit, could be costly, divert the attention of management and may not ultimately be resolved in Gorilla’s favor.

Effective patent, trademark, service mark, copyright and trade secret protection may not be available or applied for in every country in which Gorilla’s products are available and competitors based in other countries may sell infringing products in one or more markets. An inability to adequately protect and enforce Gorilla’s intellectual property and other proprietary rights or an inability to prevent authorized parties from copying or reverse engineering its smart vision solutions or certain aspects of its solutions that Gorilla considers proprietary could adversely affect its business, operating results, financial condition and prospects.

In addition to patented technology, Gorilla relies on its unpatented proprietary technology, trade secrets, processes and know-how.

Gorilla relies on proprietary information (such as trade secrets, know-how and confidential information) to protect intellectual property that may not be patentable or subject to copyright, trademark, trade dress or service mark protection, or that Gorilla believes is best protected by means that do not require public disclosure.

Gorilla generally seeks to protect this proprietary information by entering into confidentiality agreements, or consulting, services or employment agreements that contain non-disclosure and non-use provisions with its employees, consultants, contractors and third parties. However, Gorilla may fail to enter into the necessary agreements, and even if entered into, these agreements may be breached or may otherwise fail to prevent disclosure, third-party infringement or misappropriation of its proprietary information, may be limited as to their term and may not provide an adequate remedy in the event of unauthorized disclosure or use of proprietary information. Gorilla has limited control over the protection of trade secrets used by its current or future manufacturing partners and suppliers and could lose future trade secret protection if any unauthorized disclosure of such information occurs. In addition, Gorilla’s proprietary information may otherwise become known or be independently developed by its competitors or other third parties. To the extent that its employees, consultants, contractors, advisors and other third parties use intellectual property owned by others in their work for Gorilla, disputes may arise as to the rights in related or resulting know-how and inventions. Costly and time-consuming litigation could be necessary to enforce and determine the scope of Gorilla’s proprietary rights, and failure to obtain or maintain protection for its proprietary information could adversely affect its competitive business position. Furthermore, laws regarding trade secret rights in certain markets where Gorilla operates may afford limited or no protection for its trade secrets.

Gorilla also relies on physical and electronic security measures to protect its proprietary information, but it cannot provide assurance that these security measures will not be breached or that these measures will provide adequate protection. There is a risk that third parties may obtain and improperly utilize Gorilla’s proprietary information to its competitive disadvantage. Gorilla may not be able to detect or prevent the unauthorized use of such information or take appropriate and timely steps to enforce its intellectual property rights.

Third-party claims that Gorilla is infringing intellectual property, whether successful or not, could subject it to costly and time-consuming litigation or expensive licenses, and its business could be adversely affected.

Although Gorilla has pending patents related to its products, a number of companies, both within and outside of the Gorilla’s industry, hold other patents covering systems and methods. In addition to these patents, participants in this industry typically also protect their technology, especially embedded software, through copyrights and trade secrets. As a result, there is frequent litigation based on allegations of infringement, misappropriation or other violations of intellectual property rights. Gorilla may receive, in the future, inquiries from other intellectual property holders and may become subject to claims that it infringes their intellectual property rights, particularly as Gorilla expands its presence in the market. In addition, third parties may claim that the names and branding of Gorilla’s products infringe their trademark rights in certain countries or territories. If such a claim were to prevail, Gorilla may be liable for damages, be forced to change the branding of its products in the affected territories, or may be required to pay royalties for a license (if a license is available at all).

Gorilla currently has a number of agreements in effect pursuant to which it has agreed to defend, indemnify and hold harmless its customers, suppliers, and partners from damages and costs which may arise from the infringement by Gorilla’s products of third-party patents or other intellectual property rights. The scope of these indemnity obligations varies, but may, in some instances, include indemnification for damages and expenses, including attorneys’ fees. Gorilla’s insurance may not cover all intellectual property infringement claims. A claim that its products infringe a third party’s intellectual property rights, even if without merit, could adversely affect Gorilla’s relationships with its customers, may deter future customers from purchasing its products and could expose Gorilla to costly litigation and settlement expenses. Even if Gorilla is not a party to any litigation between a customer and a third party relating to infringement by its products, an adverse outcome in any such litigation could make it more difficult for Gorilla to defend its products against intellectual property infringement claims in any subsequent litigation in which it is a named party. Any of these results could adversely affect Gorilla’s brand and operating results.

Gorilla’s defense of intellectual property rights claims brought against it or its customers, suppliers and channel partners, with or without merit, could be time-consuming, expensive to litigate or settle, divert management resources and attention and force Gorilla to acquire intellectual property rights or licenses, which may involve substantial royalty or other payments and may not be available on acceptable terms or at all. Further, a party making such a claim, if successful, could secure a judgment that requires Gorilla to pay substantial damages or obtain an injunction. An adverse determination also could invalidate Gorilla’s intellectual property rights and adversely affect its ability to offer its products to its customers and may require that Gorilla procure or develop substitute products that do not infringe, which could require significant effort and expense. Any of these events could adversely affect Gorilla’s business, operating results, financial condition and prospects.

If any of the systems of any third parties upon which we rely, our customers’ cloud or on-premises environments, or our internal systems, are breached or if unauthorized access to customer or third-party data is otherwise obtained, public perception of our platforms and operations and maintenance services may be harmed, and we may lose business and incur losses or liabilities.

Our success depends, in part, on our ability to provide effective data security protection in connection with our platforms and services, and we rely on information technology networks and systems to securely store, transmit, index, and otherwise process electronic information. Because our platforms and services are used by our customers to store, transmit, index, or otherwise process and analyze large data sets that often contain proprietary, confidential, and/or sensitive information (including in some instances personal or identifying information), our software is perceived as an attractive target for attacks by computer hackers or others seeking unauthorized access, and our software faces threats of unintended exposure, exfiltration, alteration, deletion, or loss of data. Additionally, because many of our customers use our platforms to store, transmit, and otherwise process proprietary, confidential, or sensitive information, and complete mission critical tasks, they have a lower risk tolerance for security vulnerabilities in our platforms and services than for vulnerabilities in other, less critical, software products and services.

We, and the third-party vendors upon which we rely, have experienced, and may in the future experience, cybersecurity threats, including threats or attempts to disrupt our information technology infrastructure and unauthorized attempts to gain access to sensitive or confidential information. Our and our third-party vendors’ technology systems may be damaged or compromised by malicious events, such as cyberattacks (including computer viruses, malicious and destructive code, phishing attacks, and denial of service attacks), physical or electronic security breaches, natural disasters, fire, power loss, telecommunications failures, personnel misconduct, and human error. Such attacks or security breaches may be perpetrated by internal bad actors, such as employees or contractors, or by third parties (including traditional computer hackers, persons involved with organized crime, or foreign state or foreign state-supported actors). Cybersecurity threats can employ a wide variety of methods and techniques, which may include the use of social engineering techniques, are constantly evolving, and have become increasingly complex and sophisticated; all of which increase the difficulty of detecting and successfully defending against them. Furthermore, because the techniques used to obtain unauthorized access or sabotage systems change frequently and generally are not identified until after they are launched against a target, we and our third-party vendors may be unable to anticipate these techniques or implement adequate preventative measures. Although prior cyberattacks directed at us have not had a material impact on our financial results, and we are continuing to bolster our threat detection and mitigation processes and procedures, we cannot guarantee that future cyberattacks, if successful, will not have a material impact on our business or financial results. While we have security measures in place to protect our information and our customers’ information and to prevent data loss and other security breaches, we have not always been able to do so and there can be no assurance that in the future we will be able to anticipate or prevent security breaches or unauthorized access of our information technology systems or the information technology systems of the third-party vendors upon which we rely. Despite our implementation of network security measures and internal information security policies, data stored on personnel computer systems is also vulnerable to similar security breaches, unauthorized tampering or human error.

Many governments have enacted laws requiring companies to provide notice of data security incidents involving certain types of data, including personal data. In addition, most of our customers, including U.S. government customers, contractually require us to notify them of data security breaches. If an actual or perceived breach of security measures, unauthorized access to our system or the systems of the third-party vendors that we rely upon, or any other cybersecurity threat occurs, we may face direct or indirect liability, costs, or damages, contract termination, our reputation in the industry and with current and potential customers may be compromised, our ability to attract new customers could be negatively affected, and our business, financial condition, and results of operations could be materially and adversely affected.

Further, unauthorized access to our or our third-party vendors’ information technology systems or data or other security breaches could result in the loss of information; significant remediation costs; litigation, disputes, regulatory action, or investigations that could result in damages, material fines, and penalties; indemnity obligations; interruptions in the operation of our business, including our ability to provide new product features, new platforms, or services to our customers; damage to our operation technology networks and information technology systems; and other liabilities. Moreover, our remediation efforts may not be successful. Any or all of these issues, or the perception that any of them have occurred, could negatively affect our ability to attract new customers, cause existing

customers to terminate or not renew their agreements, hinder our ability to obtain and maintain required or desirable cybersecurity certifications, and result in reputational damage, any of which could materially adversely affect our results of operations, financial condition, and future prospects. There can be no assurance that any limitations of liability provisions in our license arrangements with customers or in our agreements with vendors, partners, or others would be enforceable, applicable, or adequate or would otherwise protect us from any such liabilities or damages with respect to any particular claim.

We maintain cybersecurity insurance and other types of insurance, subject to applicable deductibles and policy limits, but our insurance may not be sufficient to cover all costs associated with a potential data security incident. We also cannot be sure that our existing general liability insurance coverage and coverage for cyber liability or errors or omissions will continue to be available on acceptable terms or will be available in sufficient amounts to cover one or more large claims or that the insurer will not deny coverage as to any future claim. The successful assertion of one or more large claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could harm our financial condition.

Issues in the use of artificial intelligence (“AI”) (including machine learning) in our platforms may result in reputational harm or liability.

AI is enabled by or integrated into many of our platforms and is a significant and potentially growing element of our business. As with many developing technologies, AI presents risks and challenges that could affect its further development, adoption, and use, and therefore our business. AI algorithms may be flawed. Datasets may be insufficient, of poor quality, or contain biased information. Inappropriate or controversial data practices by data scientists, engineers, and end-users of our systems could impair the acceptance of AI solutions. If the recommendations, forecasts, or analyses that AI applications assist in producing are deficient or inaccurate, we could be subjected to competitive harm, potential legal liability, and brand or reputational harm. For example, Article 22 of the EU/UK General Data Protection Regulation (further described later in this document) states that data subjects “shall have the right not to be subject to a decision based solely on automated processing, including profiling, which produces legal effects concerning him or her or similarly significantly affects him or her.” The use of AI can be categorized as automated individual decision making. Further, some AI scenarios present ethical issues. Though our technologies and business practices are designed to mitigate many of these risks, if we enable or offer AI solutions that are controversial because of their purported or real impact on human rights, privacy, employment, or other social issues, we may experience brand or reputational harm.

We depend on computing infrastructure operated by Amazon Web Services (“AWS”), and other third parties to support some of our customers and any errors, disruption, performance problems, or failure in their or our operational infrastructure could adversely affect our business, financial condition, and results of operations.

We rely on the technology, infrastructure, and software applications, including software-as-a-service offerings, of certain third parties, such as AWS, in order to host or operate some or all of certain key platform features or functions of our business, including our cloud-based services (including IVAR®), customer relationship management activities, billing and order management, and financial accounting services. Additionally, we rely on computer hardware purchased in order to deliver our platforms and services. We do not have control over the operations of the facilities of the third parties that we use. If any of these third-party services experience errors, disruptions, security issues, or other performance deficiencies, if they are updated such that our platforms become incompatible, if these services, software, or hardware fail or become unavailable due to extended outages, interruptions, defects, or otherwise, or if they are no longer available on commercially reasonable terms or prices (or at all), these issues could result in errors or defects in our platforms, cause our platforms to fail, our revenue and margins could decline, or our reputation and brand to be damaged, we could be exposed to legal or contractual liability, our expenses could increase, our ability to manage our operations could be interrupted, and our processes for managing our sales and servicing our customers could be impaired until equivalent services or technology, if available, are identified, procured, and implemented, all of which may take significant time and resources, increase our costs, and could adversely affect our business. Many of these third-party providers attempt to impose limitations on their liability for such errors, disruptions, defects, performance deficiencies, or failures, and if enforceable, we may have additional liability to our customers or third-party providers.

We have experienced, and may in the future experience, disruptions, failures, data loss, outages, and other performance problems with our infrastructure and cloud-based offerings due to a variety of factors, including infrastructure changes, introductions of new functionality, human or software errors, employee misconduct, capacity constraints, denial of service attacks, phishing attacks, computer viruses, malicious or destructive code, or other security-related incidents, and our disaster recovery planning may not be sufficient for all situations. If we experience disruptions, failures, data loss, outages, or other performance problems, our business, financial condition, and results of operations could be adversely affected.

Our systems and the third-party systems upon which we and our customers rely are also vulnerable to damage or interruption from catastrophic occurrences such as earthquakes, floods, fires, power loss, telecommunication failures, cybersecurity threats, terrorist attacks, natural disasters, public health crises such as the COVID-19 pandemic, geopolitical and similar events, or acts of misconduct. Despite any precautions we may take, the occurrence of a catastrophic disaster or other unanticipated problems at our or our third-party vendors’ hosting facilities, or within our systems or the systems of third parties upon which we rely, could result in interruptions, performance problems, or failure of our infrastructure, technology, or platforms, which may adversely impact our business. In addition, our ability to conduct normal business operations could be severely affected. In the event of significant physical damage to one of these facilities, it may take a significant period of time to achieve full resumption of our services, and our disaster recovery planning may not account for all eventualities. In addition, any negative publicity arising from these disruptions could harm our reputation and brand and adversely affect our business.

Furthermore, our platforms are in many cases important or essential to our customers’ operations, including in some cases, their cybersecurity or oversight and compliance programs, and subject to service level agreements (“SLAs”). Any interruption in our service, whether as a result of an internal or third-party issue, could damage our brand and reputation, cause our customers to terminate or not renew their contracts with us or decrease use of our platforms and services, require us to indemnify our customers against certain losses, result in our issuing credit or paying penalties or fines, subject us to other losses or liabilities, cause our platforms to be perceived as unreliable or unsecure, and prevent us from gaining new or additional business from current or future customers, any of which could harm our business, financial condition, and results of operations.

Moreover, to the extent that we do not effectively address capacity constraints, upgrade our systems as needed, and continually develop our technology and network architecture to accommodate actual and anticipated changes in technology, our business, financial condition, and results of operations could be adversely affected. The provisioning of additional cloud hosting capacity requires lead time. AWS and other third parties have no obligation to renew their agreements with us on commercially reasonable terms, or at all. If AWS or other third parties increase pricing terms, terminate or seek to terminate our contractual relationship, establish more favorable relationships with our competitors, or change or interpret their terms of service or policies in a manner that is unfavorable with respect to us, we may be required to transfer to other cloud providers or invest in a private cloud. If we are required to transfer to other cloud providers or invest in a private cloud, we could incur significant costs and experience possible service interruption in connection with doing so, or risk loss of customer contracts if they are unwilling to accept such a change.

A failure to maintain our relationships with our third-party providers (or obtain adequate replacements), and to receive services from such providers that do not contain any material errors or defects, could adversely affect our ability to deliver effective products and solutions to our customers and adversely affect our business and results of operations.

Our policies regarding customer confidential information and support for individual privacy and civil liberties could cause us to experience adverse business and reputational consequences.

We strive to protect our customers’ confidential information and individuals’ privacy consistent with applicable laws, directives, and regulations. Consequently, we do not provide information about our customers to third parties without legal process. From time to time, government entities may seek our assistance with obtaining information about our customers or could request that we modify our platforms in a manner to permit access or monitoring. In light of our confidentiality and privacy commitments, we may legally challenge law enforcement or other government requests to provide information, to obtain encryption keys, or to modify or weaken encryption. To the extent that we do not provide assistance to or comply with requests from government entities, or if we challenge those requests publicly or

in court, we may experience adverse political, regulatory, legal, business, and reputational consequences, including among certain customers or portions of the public. Conversely, to the extent that we do provide such assistance, or do not challenge those requests publicly in court, we may experience adverse political, business, and reputational consequences from other customers or portions of the public arising from concerns over privacy or the government’s activities.

Failure to adequately obtain, maintain, protect and enforce our intellectual property and other proprietary rights could adversely affect our business.

Our success and ability to compete depends, in part, on our ability to protect proprietary methods and technologies that we develop under a combination of patent and other intellectual property and proprietary rights in Taiwan, the United States and other jurisdictions so that we can prevent others from using our inventions and proprietary information and technology. Despite our efforts, third parties may attempt to disclose, obtain, copy, or use our intellectual property or other proprietary information or technology without our authorization, and our efforts to protect our intellectual property and other proprietary rights may not prevent such unauthorized disclosure or use, misappropriation, infringement, reverse engineering or other violation of our intellectual property or other proprietary rights. Effective protection of our rights may not be available to us or applied for in every country in which our platforms or services are available. The laws of some countries may not be as protective of intellectual property and other proprietary rights as those in Taiwan and the United States, and mechanisms for enforcement of intellectual property and other proprietary rights may be inadequate. Also, our involvement in standard setting activity or the need to obtain licenses from others may require us to license our intellectual property. Accordingly, despite our efforts, we may be unable to prevent third parties from using our intellectual property or other proprietary information or technology.

In addition, we may be the subject of intellectual property infringement or misappropriation claims, which could be very time-consuming and expensive to settle or litigate and could divert our management’s attention and other resources. These claims could also subject us to significant liability for damages if we are found to have infringed patents, copyrights, trademarks, or other intellectual property rights, or breached trademark co-existence agreements or other intellectual property licenses and could require us to cease using or to rebrand all or portions of our platforms. Any of our patents, copyrights, trademarks, or other intellectual property rights may be challenged by others or invalidated through administrative process or litigation.

While we have issued patents and patent applications pending, we may be unable to obtain patent protection for the technology covered in our patent applications or such patent protection may not be obtained quickly enough to meet our business needs. Furthermore, the patent prosecution process is expensive, time-consuming, and complex, and we may not be able to prepare, file, prosecute, maintain, and enforce all necessary or desirable patent applications at a reasonable cost or in a timely manner. The scope of patent protection also can be reinterpreted after issuance and issued patents may be invalidated. Even if our patent applications do issue as patents, they may not issue in a form that is sufficiently broad to protect our technology, prevent competitors or other third parties form competing with us or otherwise provide us with any competitive advantage.

In addition, any of our patents, copyrights, trademarks, or other intellectual property or proprietary rights may be challenged, narrowed, invalidated, held unenforceable, or circumvented in litigation or other proceedings, including, where applicable, opposition, re-examination, inter partes review, post-grant review, interference, nullification and derivation proceedings, and equivalent proceedings in foreign jurisdictions, and such intellectual property or other proprietary rights may be lost or no longer provide us meaningful competitive advantages. Such proceedings may result in substantial cost and require significant time from our management, even if the eventual outcome is favorable to us. Third parties also may legitimately and independently develop products, services, and technology similar to or duplicative of our platforms. In addition to protection under intellectual property laws, we rely on confidentiality or license agreements that we generally enter into with our corporate partners, employees, consultants, advisors, vendors, and customers, and generally limit access to and distribution of our proprietary information. However, we cannot be certain that we have entered into such agreements with all parties who may have or have had access to our confidential information or that the agreements we have entered into will not be breached or challenged, or that such breaches will be detected. Furthermore, non-disclosure provisions can be difficult to enforce, and even if successfully enforced, may not be entirely effective. We cannot guarantee that any of the

measures we have taken will prevent infringement, misappropriation, or other violation of our technology or other intellectual property or proprietary rights. Because we may be an attractive target for cyberattacks, we also may have a heightened risk of unauthorized access to, and misappropriation of, our proprietary and competitively sensitive information. We may be required to spend significant resources to monitor and protect our intellectual property and other proprietary rights, and we may conclude that in at least some instances the benefits of protecting our intellectual property or other proprietary rights may be outweighed by the expense or distraction to our management. We may initiate claims or litigation against third parties for infringement, misappropriation, or other violation of our intellectual property or other proprietary rights or to establish the validity of our intellectual property or other proprietary rights. Any such litigation, whether or not it is resolved in our favor, could be time-consuming, result in significant expense to us and divert the efforts of our technical and management personnel. Furthermore, attempts to enforce our intellectual property rights against third parties could also provoke these third parties to assert their own intellectual property or other rights against us, or result in a holding that invalidates or narrows the scope of our rights, in whole or in part.

We have been, and may in the future be, subject to intellectual property rights claims, which are extremely costly to defend, could require us to pay significant damages and could limit our ability to use certain technologies.

Our success and ability to compete also depends, in part, on our ability to operate without infringing, misappropriating or otherwise violating the intellectual property or other proprietary rights of third parties. Companies in the software and technology industries, including some of our current and potential competitors, own large numbers of patents, copyrights, trademarks and trade secrets and frequently pursue litigation based on allegations of infringement, misappropriation or other violations of intellectual property rights. In addition, many of these companies have the capability to dedicate substantial resources to enforce their intellectual property rights and to defend claims that may be brought against them. Such litigation also may involve non-practicing patent assertion entities or companies who use their patents as a means to extract license fees by threatening costly litigation or that have minimal operations or relevant product revenue and against whom our patents may provide little or no deterrence or protection. We have received notices, and may continue to receive notices in the future, that claim we have infringed, misappropriated, misused or otherwise violated other parties’ intellectual property rights, and, to the extent we become exposed to greater visibility, we face a higher risk of being the subject of intellectual property infringement, misappropriation or other violation claims, which is not uncommon with respect to software technologies in particular. There may be third-party intellectual property rights, including issued patents or pending patent applications that cover significant aspects of our technologies, or business methods. There may also be third-party intellectual property rights, including trademark registrations and pending applications that cover the goods and services that we offer in certain regions. We may also be exposed to increased risk of being the subject of intellectual property infringement, misappropriation, or other violation claims as a result of acquisitions and our incorporation of open source and other third-party software into, or new branding for, our platforms, as, among other things, we have a lower level of visibility into the development process with respect to such technology or the care taken to safeguard against infringement, misappropriation, or other violation risks. In addition, former employers of our current, former, or future employees may assert claims that such employees have improperly disclosed to us confidential or proprietary information of these former employers. Any intellectual property claims, with or without merit, are difficult to predict, could be very time-consuming and expensive to settle or litigate, could divert our management’s attention and other resources, and may not be covered by the insurance that we carry. These claims could subject us to significant liability for damages, potentially including treble damages if we are found to have willfully infringed a third party’s intellectual property rights. These claims could also result in our having to stop using technology, branding or marks found to be in violation of a third party’s rights and any necessary rebranding could result in the loss of goodwill. We could be required to seek a license for the intellectual property, which may not be available on commercially reasonable terms or at all. Even if a license were available, we could be required to pay significant royalties, which would increase our expenses. As a result, we could be required to develop alternative non-infringing technology, branding or marks, which could require significant effort and expense. If we cannot license rights or develop technology for any infringing aspect of our business, we would be forced to limit or stop sales of one or more of our platforms or features, we could lose existing customers, and we may be unable to compete effectively. Any of these results would harm our business, financial condition, and results of operations.

Further, our agreements with customers and other third parties may include indemnification provisions under which we agree to indemnify them for losses suffered or incurred as a result of third-party claims of intellectual property infringement, misappropriation, or other violations of intellectual property rights, damages caused by us to property

or persons, or other liabilities relating to or arising from our platforms, services, or other contractual obligations. Large indemnity payments could harm our business, financial condition, and results of operations. Any dispute with a customer with respect to such obligations could have adverse effects on our relationship with that customer and other existing customers and new customers and harm our business and results of operations.

Real or perceived errors, failures, defects or bugs in our platforms could adversely affect our results of operations and growth prospects.

Because we offer very complex platforms, undetected errors, defects, failures or bugs may occur, especially when platforms or capabilities are first introduced or when new versions or other product or infrastructure updates are released. Our platforms are often installed and used in large-scale computing environments with different operating systems, software products and equipment, and data source and network configurations, which may cause errors or failures in our platforms or may expose undetected errors, failures, or bugs in our platforms. Despite testing by us, errors, failures, or bugs may not be found in new software or releases until after commencement of commercial shipments. In the past, errors have affected the performance of our platforms and can also delay the development or release of new platforms or capabilities or new versions of platforms, adversely affect our reputation and our customers’ willingness to buy platforms from us, and adversely affect market acceptance or perception of our platforms. Many of our customers use our platforms in applications that are critical to their businesses or missions and may have a lower risk tolerance to defects in our platforms than to defects in other, less critical, software products. Any errors or delays in releasing new software or new versions of platforms or allegations of unsatisfactory performance or errors, defects or failures in released software could cause us to lose revenue or market share, increase our service costs, cause us to incur substantial costs in redesigning the software, cause us to lose significant customers, subject us to liability for damages and divert our resources from other tasks, any one of which could materially and adversely affect our business, results of operations and financial condition. In addition, our platforms could be perceived to be ineffective for a variety of reasons outside of our control. Hackers or other malicious parties could circumvent our or our customers’ security measures, and customers may misuse our platforms resulting in a security breach or perceived product failure.

Real or perceived errors, failures, or bugs in our platforms and services, or dissatisfaction with our services and outcomes, could result in customer terminations and/or claims by customers for losses sustained by them. In such an event, we may be required, or we may choose, for customer relations or other reasons, to expend additional resources in order to help correct any such errors, failures, or bugs. Although we have limitation of liability provisions in our standard software licensing and service agreement terms and conditions, these provisions may not be enforceable in some circumstances, may vary in levels of protection across our agreements, or may not fully or effectively protect us from such claims and related liabilities and costs. We generally provide a warranty for our software products and services and a service level agreement for our performance of software operations via our operations and maintenance services to customers. In the event that there is a failure of warranties in such agreements, we are generally obligated to correct the product or service to conform to the warranty provision as set forth in the applicable service level agreement, or, if we are unable to do so, the customer is entitled to seek a refund of the purchase price of the product and service (generally prorated over the contract term). The sale and support of our products also entail the risk of product liability claims. We maintain insurance to protect against certain claims associated with the use of our products, but our insurance coverage may not adequately cover any claim asserted against us. In addition, even claims that ultimately are unsuccessful could result in our expenditure of funds in litigation and divert management’s time and other resources.

In addition, our platforms integrate a wide variety of other elements, and our platforms must successfully interoperate with products from other vendors and our customers’ internally developed software. As a result, when problems occur for a customer using our platforms, it may be difficult to identify the sources of these problems, and we may receive blame for a security, access control, or other compliance breach that was the result of the failure of one of other elements in a customer’s or another vendor’s IT, security, or compliance infrastructure. The occurrence of software or errors in data, whether or not caused by our platforms, could delay or reduce market acceptance of our platforms and have an adverse effect on our business and financial performance, and any necessary revisions may cause us to incur significant expenses. The occurrence of any such problems could harm our business, financial condition, and results of operations. If an actual or perceived breach of information correctness, auditability, integrity, or availability occurs in one of our customers’ systems, regardless of whether the breach is attributable

to our platforms, the market perception of the effectiveness of our platforms could be harmed. Alleviating any of these problems could require additional significant expenditures of our capital and other resources and could cause interruptions, delays, or cessation of our product licensing, which could cause us to lose existing or potential customers and could adversely affect our business, financial condition, results of operations, and growth prospects.

The mishandling or even the perception of mishandling of sensitive information could harm Gorilla’s business.

Gorilla’s products are in some cases used by customers to compile and analyze highly sensitive or confidential information and data, including, in some cases, information or data used in intelligence gathering or law enforcement activities. Gorilla or its partners may receive or come into contact with customer’s sensitive or confidential information or data, including personally identifiable information, when Gorilla is asked to perform services or support functions for its customers. Gorilla or its partners may also receive or come into contact with such information in connection with Gorilla’s SaaS or other hosted or managed services offerings. Gorilla has implemented policies and procedures and use information technology systems to help ensure the proper handling of such information and data, including background screening of certain services personnel, non-disclosure agreements with employees and partners, access rules and controls on Gorilla’s information technology systems. Customers are also increasingly focused on the security of Gorilla’s products and Gorilla works to ensure their security, including through the use of encryption, access rights and other customary security features. However, these measures are designed to mitigate the risks associated with handling or processing sensitive data and cannot safeguard against all risks at all times. The improper handling of sensitive data, or even the perception of such mishandling (whether or not valid), or other security lapses by Gorilla or its partners or within Gorilla’s products, could reduce demand for Gorilla’s products or otherwise expose it to financial or reputational harm or legal liability.

Legal and Regulatory Risks Related to Gorilla’s Business

Gorilla’s operations and platform are subject to a variety of U.S. and international laws and regulations, including those regarding privacy, data protection and information security, and its data consumers may be subject to regulations related to the handling and transfer of certain types of sensitive and confidential information. Any failure of Gorilla’s platform and operations to comply with or enable data consumers to comply with applicable laws and regulations would harm its business, results of operations and financial condition.

Privacy is at the core of Gorilla’s technology. As a result, the platform and marketplace were designed to take into consideration the requirements of the General Data Protection Regulation 2016/679 (“GDPR”) and California Consumer Privacy Act of 2018 (“CCPA”). Gorilla has and continues to invest time and resources, including the review of its technology and systems to ensure its taking into consideration the requirements of applicable data privacy laws.

Gorilla and its data providers and data consumers may be subject to privacy and data protection-related laws and regulations that impose obligations in connection with the collection, processing and use of personal data. The U.S. federal and various state and foreign governments have adopted or proposed limitations on, or requirements regarding, the collection, distribution, use, security and storage of personal data of individuals. The U.S. Federal Trade Commission and numerous state attorneys general are applying federal and state consumer protection laws to impose standards on the online collection, use and dissemination of data, and to the security measures applied to such data.

Similarly, many foreign countries and governmental bodies, including the EU member states, have laws and regulations concerning the collection and use of personal data obtained from EU residents or by businesses operating within their jurisdiction. For example, from 1 January 2021, we are subject to the GDPR and also the UK GDPR, which, together with the amended UK Data Protection Act 2018, retains the GDPR in UK national law. Laws and regulations in these jurisdictions apply broadly to the collection, use, storage, disclosure and security of personal data that identifies or may be used to identify an individual, such as names, telephone numbers, email addresses, vehicle identification number, GPS location and, in some jurisdictions, IP addresses and other online identifiers.

For example, the GDPR, and national implementing legislation in the European Economic Area (“EEA”) member states and the United Kingdom, impose a strict data protection compliance regime including: providing detailed disclosures about how personal data is collected and processed (in a concise, intelligible and easily accessible form);

demonstrating that an appropriate legal basis is in place or otherwise exists to justify data processing activities; granting new rights for data subjects in regard to their personal data (including the right to be “forgotten” and the right to data portability), as well as enhancing current rights (e.g., data subject access requests); introducing the obligation to notify data protection regulators or supervisory authorities (and in certain cases, affected individuals) of significant data breaches; defining for the first time pseudonymized (i.e., key-coded) data; imposing limitations on retention of personal data; maintaining a record of data processing; and complying with the principal of accountability and the obligation to demonstrate compliance through policies, procedures, training and audit.

Noncompliance with GDPR and the UK GDPR can respectively trigger fines equal to or greater of €20 million or 4% of global annual revenues. In addition to the foregoing, a breach of the GDPR or UK GDPR could result in regulatory investigations, reputational damage, orders to cease/ change our processing of our data, enforcement notices, and/ or assessment notices (for a compulsory audit). We may also face civil claims including representative actions and other class action type litigation (where individuals have suffered harm), potentially amounting to significant compensation or damages liabilities, as well as associated costs, diversion of internal resources, and reputational harm. Although Gorilla believes that its Gorilla Vehicle Data Platform currently meets the material requirements of GDPR, to the extent the requirements of GDPR change or are expanded, Gorilla may need to invest significant time and resources, including a review of its technology and systems currently in use against such changed or expanded requirements of GDPR. There are also additional EU laws and regulations (and member states implementations thereof) which govern the protection of consumers and of electronic communications. If Gorilla’s efforts to comply with GDPR or other applicable EU laws and regulations are not successful, Gorilla may be subject to penalties and fines, as well as the other action as noted above, that would adversely impact Gorilla’s business and results of operations, and its ability to conduct business in the EU could be significantly impaired.

We are also subject to European Union rules with respect to cross-border transfers of personal data out of the EEA and the United Kingdom. Recent legal developments in Europe have created complexity and compliance uncertainty regarding certain transfers of information from the EU to the United States. On July 16, 2020, the Court of Justice of the European Union (the “CJEU”) invalidated the EU-US Privacy Shield Framework. The CJEU also imposed substantial requirements upon the continued use of standard contractual clauses for data transfers from the EU to the United States. Further, the EU Commission published revised standard contractual clauses in 2021, which went into effect on June 27, 2021. Companies are required to use the revised standard contractual clauses after September 27, 2021, and must cease use of the legacy clauses by December 27, 2022. The terms of these revised standard contractual clauses may make the use of the clauses difficult or impossible to use under some circumstances. These recent developments may require us to review and amend the legal mechanisms by which we make and/ or receive personal data transfers to/ in the United States. As supervisory authorities issue further guidance on personal data export mechanisms, including circumstances where the standard contractual clauses cannot be used, and/or start taking enforcement action, we could suffer additional costs, complaints and/or regulatory investigations or fines, and/or if we are otherwise unable to transfer personal data between and among countries and regions in which we operate, it could affect the manner in which we provide our services, the geographical location or segregation of our relevant systems and operations, and could adversely affect our financial results. We and our customers are at risk of enforcement actions taken by European regulators until such point in time that we are able to ensure that all data transfers to the United States (and other countries deemed to be “third countries”) from the EU are legitimized.

We are also subject to evolving EU and U.K. privacy laws on cookies and e-marketing. In the EU and the U.K., regulators are increasingly focusing on compliance with requirements in the online behavioral advertising ecosystem, and current national laws that implement the European Directive 2002/58/EC, (the “ePrivacy Directive”) are highly likely to be replaced by an EU regulation known as the ePrivacy Regulation which will significantly increase fines for non-compliance. In the EU and the UK, informed consent is required for the placement of a cookie or similar technologies on a user’s device and for direct electronic marketing. The GDPR also imposes conditions on obtaining valid consent, such as a prohibition on pre-checked consents and a requirement to ensure separate consents are sought for each type of cookie or similar technology. While the text of the ePrivacy Regulation is still under development, a recent European court decision and regulators’ recent guidance are driving increased attention to cookies and tracking technologies. If regulators start to enforce the strict approach in recent guidance, this could lead to substantial costs, require significant systems changes, limit the effectiveness of our marketing activities, divert the attention of our technology personnel, adversely affect our margins, increase costs and subject us to additional liabilities. Regulation of cookies and similar technologies, and any decline of cookies or similar online tracking technologies as a means to identify and potentially target users, may lead to broader restrictions and impairments on our marketing and personalization activities and may negatively impact our efforts to understand users.

Furthermore, outside of the EU, Gorilla continues to see increased regulation of data privacy and security, including the adoption of more stringent subject matter specific state laws in the United States. For example, on July 8, 2019, Brazil enacted the General Data Protection Law (Lei Geral de Proteção de Dados Pessoais) (Law No. 13,709/2018) (“LGPD”) regulating the processing of personal data, which was enacted in August 2020. Also, on June 28, 2018, California enacted the California Consumer Privacy Act (“CCPA”), which took effect on January 1, 2020. The CCPA gives California residents expanded rights to access and delete their personal information, opt out of certain personal information sharing, and receive detailed information about how their personal information is used. The CCPA provides for civil penalties for violations, as well as a private right of action for data breaches that is expected to increase data breach litigation. Although Gorilla believes that its Gorilla Vehicle Data Platform currently meets the requirements of the CCPA, to the extent the requirements of CCPA change or are expanded may increase Gorilla’s compliance costs and potential liability. Some observers have noted that the CCPA could mark the beginning of a trend toward more stringent state privacy legislation in the U.S., which could increase Gorilla’s potential liability and adversely affect its business. For example, the states of Virginia and Colorado also have passed data protection laws, similar to the CCPA, which go into effect in 2023. Furthermore, California voters approved the California Privacy Rights Act (“CPRA”) on November 3, 2020, which will amend and expand the CCPA, including by providing consumers with additional rights with respect to their personal data. The CPRA will come into effect on January 1, 2023, applying to information collected by businesses on or after January 1, 2022. Gorilla continues to invest time and resources in reviewing our technology and systems to meet the evolving data privacy regulations, be they GDPR, CCPA or others. Restrictions on the collection, use, sharing or disclosure of personal data or additional requirements and liability for security and data integrity may require us to modify our business practices, limit our ability to develop new products and features and subject us to increased compliance obligations and regulatory scrutiny.

In addition, additional jurisdictions may impose data localization laws, which require personal information, or certain subcategories of personal information to be stored in the jurisdiction of origin. These regulations may inhibit Gorilla’s ability to expand into those markets or prohibit Gorilla from continuing to offer its marketplace in those markets without significant additional costs.

The uncertainty and changes in the requirements of multiple jurisdictions may increase the cost of compliance, delay or reduce demand for Gorilla’s platform, restrict its ability to offer its marketplace in certain locations, limit its ability to transfer data between jurisdictions or subject Gorilla to sanctions, by national data protection regulators, all of which could harm its business, financial condition and results of operations. Any such regulations may also restrict OEMs or other data providers from collecting, processing and sharing vehicle data which may adversely impact Gorilla’s business. Additionally, although Gorilla endeavors to have its platform and operations comply with applicable laws and regulations, Gorilla expects that there will continue to be new proposed laws, rules of self-regulatory bodies, regulations and industry standards concerning privacy, data protection and information security in the United States, the European Union and other jurisdictions, and Gorilla cannot yet determine the impact such future laws, rules, regulations and standards may have on its business or that of its data providers and data consumers, which may indirectly impact Gorilla. Furthermore, these and other obligations may be modified, they may be interpreted and applied in an inconsistent manner from one jurisdiction to another, and they may conflict with one another, other regulatory requirements, contractual commitments or its internal practices. As a result, it is possible that Gorilla or its platform or operations or the businesses of its data providers and data consumers, may not be, or may not have been, compliant with each such applicable law, regulation and industry standard and compliance with such new laws or to changes to existing laws may impact Gorilla’s business and practices, require Gorilla to expend significant resources to adapt to these changes and modify its platform and business, or to stop offering its platform in certain countries. These developments could adversely affect Gorilla’s business, results of operations and financial condition.

Gorilla also may be bound by contractual obligations relating to its collection, use and disclosure of personal and other data or may find it necessary or desirable to join industry or other self-regulatory bodies or other privacy or data protection-related organizations that require compliance with their rules pertaining to privacy and data protection.

Any failure or perceived failure by Gorilla, its platform or operations, or Gorilla’s data providers and data consumers, to comply with new or existing U.S., EU or other applicable privacy or data security laws, regulations, policies, industry standards or legal obligations, or any security incident that results in the unauthorized access to, or acquisition, share or transfer of, personal data or other customer data may result in governmental investigations, inquiries, enforcement actions and prosecutions, private litigation, fines and penalties, adverse publicity or potential loss of business.

Gorilla is subject to complex, evolving regulatory requirements that may be difficult and expensive to comply with and that could negatively impact its business.

Gorilla’s business and operations are subject to a variety of regulatory requirements in the United States and abroad, including, among other things, with respect to labor, tax, import and export, anti-corruption, data privacy and protection and communications monitoring and interception. Compliance with these regulatory requirements may be onerous and expensive, especially where these requirements are inconsistent from jurisdiction to jurisdiction or where the jurisdictional reach of certain requirements is not clearly defined or seeks to reach across national borders. Regulatory requirements in one jurisdiction may make it difficult or impossible to do business in another jurisdiction. Gorilla may also be unsuccessful in obtaining permits, licenses or other authorizations required to operate its business, such as for the import or export of its products. While Gorilla has implemented policies and procedures designed to achieve compliance with these laws and regulations, Gorilla also cannot assure you that it or its personnel will not violate applicable laws and regulations or its policies regarding the same.

Regulatory requirements may also influence market demand for many of Gorilla’s products and/or customer requirements for specific functionality and performance or technical standards. The domestic and international regulatory environment is subject to constant change, often based on factors beyond Gorilla’s control or anticipation, including political climate, budgets and current events, which could reduce demand for Gorilla’s products or require Gorilla to change or redesign products to maintain compliance or competitiveness.

Failure to comply with governmental laws and regulations could harm our business, and we have been, and expect to be, the subject of legal and regulatory inquiries, which may result in monetary payments or may otherwise negatively impact our reputation, business, and results of operations.

As noted previously, our business is subject to regulation by various federal, state, local, and foreign governments in which we operate. Noncompliance with applicable regulations or requirements could subject us to investigations, administrative proceedings, sanctions, enforcement actions, disgorgement of profits, fines, damages, litigation, civil and criminal penalties, termination of contracts, exclusion from sales channels or sales opportunities, injunctions, or other consequences. Such matters may include, but are not limited to, claims, disputes, allegations, or investigations related to alleged violations of laws or regulations relating to anticorruption requirements, lobbying or conflict-of-interest requirements, export or other trade controls, data privacy or data protection requirements, or laws or regulations relating to employment, procurement, cybersecurity, securities, or antitrust/competition requirements. We may be subject to government inquiries that drain our time and resources, tarnish our brand among customers and potential customers, prevent us from doing business with certain customers or markets, including government customers, affect our ability to hire, attract and maintain qualified employees, or require us to take remedial action or pay penalties. From time to time, we receive formal and informal inquiries from governmental agencies and regulators regarding our compliance with laws and regulations or otherwise relating to our business or transactions. Any negative outcome from such inquiries or investigations or failure to prevail in any possible civil or criminal litigation could adversely affect our business, reputation, financial condition, results of operations, and growth prospects.

As the regulatory framework for artificial intelligence and machine learning technology evolves, our business, financial condition and results of operations may be adversely affected.

The regulatory framework for artificial intelligence and machine learning technology is evolving and remains uncertain. It is possible that new laws and regulations will be adopted in the United States and globally, or existing laws and regulations may be interpreted in new ways, that would affect the operation of our platform and the way in which we use artificial intelligence and machine learning technology, including with respect to fair lending laws. Further, the cost to comply with such laws or regulations could be significant and would increase our operating expenses, which could adversely affect our business, financial condition and results of operations.

Risks Related to Gorilla’s Incorporation in the Cayman Islands

Because we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. Federal courts may be limited.

We are an exempted company incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon our directors or officers, or enforce judgments obtained in the United States courts against our directors or officers.

Our corporate affairs are governed by our amended and restated memorandum and articles of association, the Companies Act (as the same may be supplemented or amended from time to time) and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a Federal court of the United States.

The courts of the Cayman Islands are unlikely (i) to recognize or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the Board of Directors or controlling shareholders than they would as public shareholders of a United States company.

Recently introduced economic substance legislation of the Cayman Islands may adversely impact us or our operations.

The Cayman Islands, together with several other non-European Union jurisdictions, have recently introduced legislation aimed at addressing concerns raised by the Council of the European Union as to offshore structures engaged in certain activities which attract profits without real economic activity. With effect from January 1, 2019, the International Tax Co-operation (Economic Substance) Act, (2020 Revision) (the “Substance Act”) came into force in the Cayman Islands introducing certain economic substance requirements for in-scope Cayman Islands entities which are engaged in certain “relevant activities,” which in the case of exempted companies incorporated before January 1, 2019, will apply in respect of financial years commencing July 1, 2019, onwards. As we are a Cayman Islands company, compliance obligations include filing annual notifications for us, which need to state whether we are carrying out any relevant activities and if so, whether we have satisfied economic substance tests to the extent required under the Substance Act. As it is a new regime, it is anticipated that the Substance Act will evolve and be subject to further clarification and amendments. We may need to allocate additional resources to

keep updated with these developments, and may have to make changes to our operations in order to comply with all requirements under the Substance Act. Failure to satisfy these requirements may subject us to penalties under the Substance Act.

Failure to maintain our status as tax resident solely in the Cayman Islands could adversely affect our financial and operating results.

Our intention is that prior to our initial business combination we should be resident solely in the Cayman Islands. Continued attention must be paid to ensure that major decisions by Gorilla are not made from another jurisdiction, since this could cause us to lose our status as tax resident solely in the Cayman Islands. The composition of the Board, the place of residence of the individual members of the Board and the location(s) in which the Board makes decisions will all be important factors in determining and maintaining our tax residence in the Cayman Islands. If we were to be considered as tax resident within another jurisdiction, we may be subject to additional tax in that jurisdiction, which could negatively affect our financial and operating results, and/or our shareholders’ or warrant holders’ investment returns could be subject to additional or increased taxes (including withholding taxes).

We may re-domicile or continue out of the Cayman Islands into another jurisdiction, and the laws of such jurisdiction will likely govern all of our material agreements and we may not be able to enforce our legal rights.

In connection with the business combination, we may relocate the home jurisdiction of our business or re-domicile or continue out of the Cayman Islands to another jurisdiction. If we determine to do this, the laws of such jurisdiction would likely govern all of our material agreements. The system of laws and the enforcement of existing laws in such jurisdiction may not be as certain in implementation and interpretation as in the United States. The inability to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities or capital. Any such reincorporation and the international nature of our business will likely subject us to foreign regulation.

Risks Related to Gorilla Being Located in Taiwan

Conditions in Taiwan could materially and adversely affect Gorilla’s business.

Many of Gorilla’s employees, including certain management members operate from its offices that are located in Neihu District of Taipei City, Taiwan. In addition, a number of Gorilla’s officers and directors are residents of Taiwan. Accordingly, political, economic, and military conditions in Taiwan and the surrounding region may directly affect Gorilla’s business and operations.

Because our Company is located outside of the U.S., Gorilla is subject to the risks of doing business internationally, including periodic foreign economic downturns and political instability, which may adversely affect Gorilla’s revenue and cost of doing business in Taiwan.

Gorilla’s offices and employees are located in Taiwan. Foreign economic downturns may affect our results of operations in the future. Additionally, other facts relating to the operation of Gorilla’s business outside of the U.S. may have a material adverse effect on Gorilla’s business, financial condition and results of operations, including:

•        international economic and political changes;

•        the imposition of governmental controls or changes in government regulations, including tax laws, regulations and treaties;

•        changes in, or impositions of, legislative or regulatory requirements regarding the pharmaceutical industry;

•        compliance with U.S. and international laws involving international operations, including the Foreign Corrupt Practices Act and export control laws;

•        difficulties in achieving headcount reductions due to unionized labor and works councils;

•        restrictions on transfers of funds and assets between jurisdictions; and

•        China — Taiwan geo-political instability.

As Gorilla continues to operate its business, its success will depend in part, on its ability to anticipate and effectively manage these risks. The impact of any one or more of these factors could materially adversely affect Gorilla’s business, financial condition and results of operations.

Gorilla may be exposed to liabilities under the U.S. Foreign Corrupt Practices Act (“FCPA”) and Chinese anti-corruption law.

Gorilla is subject to the FCPA, and other laws that prohibit improper payments or offers of payments to foreign governments, foreign government officials and political parties by U.S. persons as defined by the statute for purposes of obtaining or retaining businesses. Gorilla may have agreements with third parties who may make sales in mainland China and the U.S., during the process of which Gorilla may be exposed to corruption. Activities in Taiwan create the risk of unauthorized payments or offers of payments by an employee, consultant or agent of Gorilla, because these parties are not always subject to Gorilla’s control.

Although Gorilla believes to date it has complied in all material aspects with the provisions of the FCPA and Chinese anti-corruption law, the existing safeguards and any future improvements may prove to be less than effective and any of Gorilla’s employees, consultants or agents may engage in corruptive conduct for which Gorilla might be held responsible. Violations of the FCPA or Chinese anti-corruption law may result in severe criminal or civil sanctions against Gorilla and individuals and therefore could negatively affect Gorilla’s business, operating results and financial condition. In addition, the Taiwanese government may seek to hold Gorilla liable as a successor for FCPA violations committed by companies in which Gorilla invests or acquires.

International operations expose Gorilla to currency exchange and repatriation risks, and Gorilla cannot predict the effect of future exchange rate fluctuations on its business and operating results.

Gorilla has business operations in Taiwan and collaborative activities in the U.S. Substantial amounts of revenues are received and expenses are incurred in New Taiwan Dollars and U.S. Dollars. Thus, Gorilla has exposure to currency fluctuations. Gorilla cannot assure you that the effect of currency exchange fluctuations will not materially affect its revenues and net income in the future.

It may be difficult to enforce a U.S. judgment against Gorilla, its officers and directors and the Taiwanese experts named in this proxy statement/prospectus in Taiwan or the United States, or to assert U.S. securities laws claims in Taiwan or serve process on Gorilla’s officers and directors and these experts.

Most of Gorilla’s directors or officers are not residents of the United States and most of their and Gorilla’s assets are located outside the United States. Service of process upon Gorilla or its non-U.S. resident directors and officers and enforcement of judgments obtained in the United States against Gorilla or its non-U.S. directors and executive officers may be difficult to obtain within the United States. Gorilla have been informed by its legal counsel in Taiwan that it may be difficult to assert claims under U.S. securities laws in original actions instituted in Taiwan or obtain a judgment based on the civil liability provisions of U.S. federal securities laws. Taiwanese courts may refuse to hear a claim based on a violation of U.S. securities laws against Gorilla or its non-U.S. officers and directors because Taiwan may not be the most appropriate forum to bring such a claim. In addition, even if a Taiwanese court agrees to hear a claim, it may determine that Taiwanese law and not U.S. law is applicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact, which can be a time-consuming and costly process. Certain matters of procedure will also be governed by Taiwanese law. Taiwanese courts might not enforce judgments rendered outside Taiwan, which may make it difficult to collect on judgments rendered against Gorilla or its non-U.S. officers and directors.

Moreover, among other reasons, including but not limited to, fraud or absence of due process, or the existence of a judgment which is at variance with another judgment that was given in the same matter if a suit in the same matter between the same parties was pending before a court or tribunal in Taiwan, a Taiwanese court will not enforce a non-Taiwanese judgment if it was given in a state whose laws do not provide for the enforcement of judgments of Taiwanese courts (subject to exceptional cases) or if its enforcement is likely to prejudice its sovereignty or security.

Risks Related to the Gorilla Financial Statements and Internal Control Over Financial Reporting

If we fail to implement and maintain an effective system of internal controls or fail to remediate the material weaknesses in our internal control over financial reporting that has been identified, we may be unable to accurately report our results of operations or prevent fraud or fail to meet our reporting obligations, and investor confidence and the market price of our shares may be materially and adversely affected.

Prior to the proposed transaction, we have been a private company with limited accounting personnel and other resources with which to address our internal controls and procedures. Our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting. In connection with the preparation of our consolidated financial statements as of and for the years ended December 31, 2020 and 2019, we identified material weaknesses in our internal control over financial reporting, as defined in the standards established by the PCAOB. The material weaknesses identified arose from: (i) lack of sufficient number of professionals with an appropriate level of accounting and regulatory knowledge, training, and experience to appropriately analyze, record and disclose accounting matters timely and accurately with respect to Gorilla’s financial reporting and internal control over financial reporting framework; and (ii) lack of policies and procedures over evaluation of significant complex transactions and evaluation of certain general ledger accounts. Following the identification of the material weaknesses, we have taken and plan to continue to take remedial measures to remedy the weakness. For details of these remedies, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Internal Control over Financial Reporting.” However, the implementation of these measures may not fully address the material weaknesses in our internal control over financial reporting, and we cannot conclude that they have been fully remedied. Our failure to correct the material weaknesses or our failure to discover and address any other material weaknesses or control deficiencies could result in inaccuracies in our financial statements and could also impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. As a result, our business, financial condition, results of operations and prospects, as well as the trading price of our shares may be materially and adversely affected. Moreover, ineffective internal control over financial reporting significantly hinders our ability to prevent fraud. Furthermore, it is possible that, had our independent registered public accounting firm conducted an audit of our internal control over financial reporting, such firm might have identified additional material weaknesses and deficiencies.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with the applicable accounting standards, which for us, is IFRS. Upon completion of the Proposed Transactions, we will become a public company in the United States subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, will require that we include a report of management on our internal control over financial reporting in our annual report on Form 20-F beginning with our second annual report on Form 20-F. This assessment will need to include disclosures of any material weaknesses identified by our management in our internal control over financial reporting. The SEC defines a “material weakness” as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

In addition, once we cease to be an “emerging growth company” as such term is defined in the JOBS Act, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting. Our remediation efforts may not enable us to avoid material weaknesses in our internal control over financial reporting in the future. Our management may conclude that our internal control over financial reporting is not effective. In addition, after we become a public company, our reporting obligations may place a significant strain on our management, operational and financial resources and systems for the foreseeable future. We may be unable to timely complete our evaluation testing and any required remediation. During the course of documenting and testing our internal control procedures, in order to satisfy the requirements of Section 404, we may identify other material weaknesses and deficiencies in our internal control over financial reporting. In addition, if we fail to maintain the adequacy of our internal control over financial reporting, as these standards are modified, supplemented or amended from time to time, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not able to obtain sufficient appropriate evidence with the level at which our controls are documented, designed or operating.

If we fail to achieve and maintain an effective internal control environment, we could suffer material misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information. This could in turn limit our access to capital markets, harm our results of operations, and lead to a decline in the trading price of our shares. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the stock exchange on which we list, regulatory investigations and civil or criminal sanctions. We may also be required to restate our financial statements from prior periods.

Risks Related to Ownership of Our Ordinary Shares

The recent joint statement by the SEC and PCAOB, proposed rule changes submitted by Nasdaq, and the Holding Foreign Companies Accountable Act (“HFCAA”) all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. In September 2021, the PCAOB adopted a new rule to provide a framework for its determinations under the HFCAA that the PCAOB is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction. In addition, in June 2021, the Senate passed the Accelerating Holding Foreign Companies Accountable Act which, if signed into law, would reduce the time period for the delisting of foreign companies under the HFCAA to two consecutive years, instead of three.

The audit work on our PRC subsidiary may not be inspected fully by the Public Company Accounting Oversight Board and, as such, our investors are deprived of the benefits of such inspection.

Auditors of companies that are registered with the SEC and traded publicly in the United States, including our independent registered public accounting firm, must be registered with the PCAOB, and are subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess their compliance with the relevant professional standards. Our auditor, which is based in Taiwan, is currently subject to inspection by the PCAOB every three years, without restriction. The audit work on our China subsidiaries is performed directly by our auditor under a temporary license issued by the Ministry of Finance of the PRC. However, our auditor is unable to provide audit working papers of Gorilla’s subsidiaries in China for PCAOB’s inspection without the approval of the PRC authorities. The PCAOB’s inspections of other firms outside China have identified deficiencies in those firms’ audit procedures and quality control procedures, which may be addressed as part of the inspection process to improve future audit quality. The lack of PCAOB’s inspections in China prevents the PCAOB from regularly evaluating audits and quality control procedures of any auditors operating in China. Also, the potential inability of the PCAOB to fully inspect our auditor’s working paper of our China subsidiaries prevents the PCAOB from fully evaluating audits and quality control procedures of our independent registered public accounting firm. As a result, investors may be deprived of the benefits of PCAOB inspections. The inability of the PCAOB to fully inspect our auditor’s working paper makes it more difficult to evaluate the effectiveness of our auditor’s audit procedures or quality control procedures as compared to other auditors that are subject to PCAOB inspections. Investors may lose confidence in our reported financial information and procedures and the quality of our financial statements.

In December 2020, the United States enacted the HFCAA. The HFCAA requires that the SEC identify issuers that retain an auditor that has a branch or office that is located in a foreign jurisdiction and that the PCAOB determines it is unable to inspect or investigate completely because of a position taken by an authority in that foreign jurisdiction. Amongst other things, the HFCAA also requires the SEC to prohibit the securities of any issuer from being traded on any of the U.S. national securities exchanges, such as Nasdaq, or on the U.S. “over-the-counter” markets, if the auditor of the issuer’s financial statements is not subject to PCAOB inspections for three consecutive “non-inspection” years after the law became effective. On April 5, 2021, the SEC’s interim final rule to implement the disclosure and submission requirements of the HFCAA was published in the U.S. Federal Register, along with the SEC’s request for public comment on the interim final rule. Regarding how the term “retain” should be interpreted for purposes of determining whether an issuer has retained an auditor that has a branch or office that is located in a foreign jurisdiction and that the PCAOB determines it is unable to inspect or investigate completely because of a position taken by an authority in that foreign jurisdiction, the SEC noted in the interim final rule that the HFCAA does not define the term “retain,” and requested comment on how the term “retain” should be understood for purposes of the HFCAA. Enactment of any of such legislations or other efforts to increase

U.S. regulatory access to audit information could cause investor uncertainty for affected issuers, including us, the market price of our ordinary shares could be adversely affected, and we could be delisted if we are unable to cure the situation to meet the PCAOB inspection requirement in time. Furthermore, there have been recent media reports on deliberations within the U.S. government regarding potentially limiting or restricting China-based companies from accessing U.S. capital markets. If any such deliberations were to materialize, the resulting legislation may have material and adverse impact on the stock performance of China-based issuers listed in the United States. Our auditor, which is based in Taiwan, conducts audit work directly on our China subsidiaries under a temporary license issued by the Ministry of Finance of the PRC. However, given the restriction imposed by the PRC government, our auditor is unable to provide audit working papers of our subsidiaries in China for PCAOB’s inspection without the approval of the PRC authorities. Given the current question as to how “retain” should be understood for purposes of the HFCAA, we cannot assure you that we will not be identified by the SEC as an issuer that has retained an auditor that has a branch or office that is located in a foreign jurisdiction that the PCAOB determines it is unable to inspect or investigate completely because of a position taken by an authority in that foreign jurisdiction as a result of the fact that the auditor of our China subsidiaries is located in, and organized under the laws of, the PRC. In addition, there can be no assurance that, if we have a “noninspection” year, we will be able to take remedial measures in response thereto. If any such event were to occur, trading in our securities could in the future be prohibited under the HFCAA, so we cannot assure you that we will be able to maintain the listing of the ordinary shares on Nasdaq or that you will be allowed to trade our ordinary shares in the United States on the “over-the-counter” markets or otherwise. Should the ordinary shares not be listed or tradeable in the United States, the value of the ordinary shares could be materially affected.

We are dependent on our senior management team and other highly skilled personnel, and if we are not successful in attracting or retaining highly qualified personnel, we may not be able to successfully implement our business strategy.

Our success depends, in significant part, on the continued services of our senior management team and on our ability to attract, motivate, develop and retain a sufficient number of other highly skilled personnel, including engineering, finance, marketing, sales, and technology and support personnel. The loss of any one or more members of our senior management team, for any reason, including resignation or retirement, could impair our ability to execute our business strategy and harm our business, financial condition and results of operations. Additionally, our financial condition and results of operations may be adversely affected if we are unable to attract and retain skilled employees to support our operations and growth.

Our forecasted operating and financial results rely in large part upon assumptions and analyses developed by us. If these assumptions and analyses prove to be incorrect, our actual operating and financial results may be significantly below our forecasts.

The projected financial and operating information appearing elsewhere in this proxy statement reflects current estimates of future performance. Whether actual operating and financial results and business developments will be consistent with our expectations and assumptions as reflected in its forecast depends on a number of factors, many of which are outside of our control, including, but not limited to:

•        whether we can obtain sufficient capital to begin production and grow our business;

•        our ability to manage our growth;

•        whether we can manage relationships with our partners and suppliers;

•        whether we can rapidly deploy our facilities and successfully execute our production methodologies in such facilities;

•        the ability to obtain necessary regulatory approvals and certifications;

•        demand for our products and services;

•        the timing and costs of new and existing marketing and promotional efforts;

•        inflationary pressures in labor markets and for other resources

•        competition, including from established and future competitors;

•        our ability to retain existing key management, to integrate recent hires and to attract, retain and motivate qualified personnel;

•        the overall strength and stability of the economies in the markets in which we operate or intend to operate in the future; and

•        regulatory, legislative and political changes.

Unfavorable changes in any of these or other factors, most of which are beyond our control, could materially and adversely affect our business, results of operations and financial results.

Gorilla will be a foreign private issuer and, as a result, it will not be subject to U.S. proxy rules and will be subject to Exchange Act reporting obligations that, to some extent, are more lenient and less frequent than those of a U.S. domestic public company.

Upon the closing of the Business Combination, Gorilla will report under the Exchange Act as a non-U.S. company with foreign private issuer status. Because Gorilla qualifies as a foreign private issuer under the Exchange Act, it is exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including (1) the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act, (2) the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time and (3) the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information. In addition, foreign private issuers are not required to file their annual report on Form 20-F until 120 days after the end of each fiscal year, while U.S. domestic issuers that are accelerated filers are required to file their annual report on Form 10-K within 75 days after the end of each fiscal year and U.S. domestic issuers that are large accelerated filers are required to file their annual report on Form 10-K within 60 days after the end of each fiscal year. Foreign private issuers are also exempt from Regulation FD, which is intended to prevent issuers from making selective disclosures of material information. As a result of all of the above, you may not have the same protections afforded to shareholders of a company that is not a foreign private issuer.

Gorilla may lose its foreign private issuer status in the future, which could result in significant additional costs and expenses.

As discussed above, Gorilla is a foreign private issuer and, therefore, is not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act. The determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter, and, accordingly, the next determination will be made with respect to Gorilla on June 30, 2021. In the future, Gorilla would lose its foreign private issuer status if (1) more than 50% of its outstanding voting securities are owned by U.S. residents and (2) a majority of its directors or executive officers are U.S. citizens or residents, or it fails to meet additional requirements necessary to avoid loss of foreign private issuer status. If Gorilla loses its foreign private issuer status, it will be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer. Gorilla would also have to mandatorily comply with U.S. federal proxy requirements, and its officers, directors and principal shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, it would lose its ability to rely upon exemptions from certain corporate governance requirements under the listing rules of Nasdaq. As a U.S. listed public company that is not a foreign private issuer, Gorilla would incur significant additional legal, accounting and other expenses that it will not incur as a foreign private issuer.

As Gorilla is a “foreign private issuer” and intends to follow certain home country corporate governance practices, its shareholders may not have the same protections afforded to shareholders of companies that are subject to all Nasdaq corporate governance requirements.

As a foreign private issuer, Gorilla has the option to follow certain home country corporate governance practices rather than those of Nasdaq, provided that it discloses the requirements it is not following and describes the home country practices it is following. Gorilla may in the future elect to follow home country practices with regard to certain matters. As a result, its shareholders may not have the same protections afforded to shareholders of companies that are subject to all Nasdaq corporate governance requirements.

Risks Related to the Business Combination and the Combined Company

Global may not have sufficient funds to consummate the Business Combination.

As of September 30, 2021, Global had approximately $458,401 available to it outside the Trust Account to fund its working capital requirements. If Global is required to seek additional capital, it would need to borrow funds from the Sponsor, its management team or other third parties to operate or it may be forced to liquidate. None of such persons is under any obligation to advance funds to Global in such circumstances. Any such advances would be repaid only from funds held outside the Trust Account or from funds released to Global from the Trust Account upon completion of the Business Combination. If Global is unable to consummate the Business Combination because it does not have sufficient funds available, and if Global is not able to consummate another business combination within the timeline set forth in its Charter, Global may be forced to cease operations and liquidate the Trust Account. Consequently, Global’s public shareholders may receive less than $10 per share and their warrants will expire worthless.

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.

Global shareholders holding public shares may demand that Global convert their public shares into a pro rata portion of the Trust Account, calculated as of two (2) business days prior to the extraordinary general meeting. To demand redemption rights, Global shareholders must deliver their subunit certificates (if any) and other redemption forms (either physically or electronically) to Global’s transfer agent no later than two (2) business days prior to the extraordinary general meeting. Any shareholder who fails to properly demand redemption rights by delivering his, her or its shares will not be entitled to convert his, her or its shares into a pro rata portion of the Trust Account. See the section of this proxy statement/prospectus titled “Extraordinary General Meeting of Global Shareholders — Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.

The Business Combination remains subject to conditions that Global cannot control and if such conditions are not satisfied or waived, the Business Combination may not be consummated.

The Business Combination is subject to a number of conditions, including the condition that Global have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-5(g)(1) of the Exchange Act) immediately after consummation of the Business Combination, that the Minimum Cash Condition is satisfied, that there is no legal prohibition against consummation of the Business Combination, that the Gorilla ordinary shares be approved for listing on Nasdaq subject only to official notice of issuance thereof, that Gorilla does not receive evidence that it will not qualify as a “foreign private issuer” pursuant to Rule 3b-4 of the Exchange Act, the consummation of the Recapitalization, receipt of securityholder approvals, continued effectiveness of the registration statement of which this proxy statement/prospectus is a part, the truth and accuracy of Global’s and Gorilla’s representations and warranties made in the Business Combination Agreement, the non-termination of the Business Combination Agreement and agreements by both Global and Gorilla. There are no assurances that all conditions to the Business Combination will be satisfied or that the conditions will be satisfied in the time frame expected.

If the conditions to the Business Combination are not met (and are not waived, to the extent waivable), either Global or Gorilla may, subject to the terms and conditions of the Business Combination Agreement, terminate the Business Combination Agreement. See the section of this proxy statement/prospectus titled “The Business Combination Agreement and Ancillary Agreements — Termination.”

The exercise of Global’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes to the terms of the Business Combination or waivers of conditions are appropriate and in Global’s best interests.

In the period leading up to the closing of the Business Combination, events may occur that, pursuant to the Business Combination Agreement, would require Global to agree to amend the Business Combination Agreement, to consent to certain actions taken by Gorilla or to waive rights that Global is entitled to under the Business Combination Agreement. Waivers may arise because of changes in the course of Gorilla’s business, a request by Gorilla to undertake actions that would otherwise be prohibited by the terms of the Business Combination Agreement or the occurrence of other events that would have a material adverse effect on Gorilla’s business and would entitle Global to terminate the Business Combination Agreement. In any of such circumstances, it would be at Global’s discretion, acting through its board of directors, to grant its consent or waive those rights. The existence of the financial and personal interests of the directors and officers described in these risk factors may result in a conflict of interest on the part of one or more of the directors or officers between what he or they may believe is best for Global and what he or they may believe is best for himself or themselves in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, Global does not believe there will be any changes or waivers that Global’s directors and officers would be likely to make after shareholder approval of the Business Combination Proposal has been obtained. While certain changes could be made without further shareholder approval, Global will circulate a new or amended proxy statement/prospectus and resolicit Global’s shareholders if changes to the terms of the Business Combination that would have a material impact on its shareholders or represent a fundamental change in the proposals being voted upon.

Gorilla may issue additional Gorilla ordinary shares or other equity securities without seeking approval of the Gorilla shareholders, which would dilute your ownership interests and may depress the market price of the Gorilla ordinary shares.

Upon consummation of the Business Combination, Gorilla will have warrants outstanding to purchase up to an aggregate of _______ Gorilla ordinary shares. Further, Gorilla may choose to seek third party financing to provide additional working capital for the Gorilla business, in which event Gorilla may issue additional equity securities. Following the consummation of the Business Combination, Gorilla may also issue additional Gorilla ordinary shares or other equity securities of equal or senior rank in the future for any reason or in connection with, among other things, future acquisitions, the redemption of outstanding warrants or repayment of outstanding indebtedness, without shareholder approval, in a number of circumstances.

The issuance of additional Gorilla ordinary shares or other equity securities of equal or senior rank would have the following effects:

•        Gorilla’s existing shareholders’ proportionate ownership interest in Gorilla will decrease;

•        the amount of cash available per share, including for payment of dividends in the future, may decrease;

•        the relative voting strength of each previously outstanding Gorilla ordinary share may be diminished; and

•        the market price of the Gorilla ordinary shares may decline.

Future resales of the Gorilla ordinary shares issued in connection with the Business Combination may cause the market price of the Gorilla ordinary shares to drop significantly, even if Gorilla’s business is doing well.

Certain equityholders of Gorilla entered into Lock-Up Agreements with Gorilla. Pursuant to the Lock-Up Agreements, certain Gorilla equityholders have agreed that, until the earlier of (x) six months following the Closing Date and (y) following the date that the last sale price of the Gorilla ordinary shares equals or exceeds $12.50 per share (subject to certain adjustments) for any 20 trading days within any 30 trading day period, they will not transfer any Gorilla securities. See the section of this proxy statement/prospectus titled “Business Combination Agreement and Ancillary Agreements — Lock-Up Agreements.”

Simultaneously with the execution and delivery of the Business Combination Agreement, Gorilla, Global and the Sponsor entered into the Founder Registration Rights Agreement Amendment, pursuant to which Gorilla will assume the obligations of Global under the Founder Registration Rights Agreement, and, among other things, Gorilla will be added as a party to the Founder Registration Rights Agreement, which will reflect the issuance of Gorilla ordinary shares and Gorilla warrants be issued to the Sponsor pursuant to the Business Combination Agreement. Upon expiration of the applicable lockup periods set forth in the Lock-Up Agreements and upon the effectiveness of any registration statement Gorilla files pursuant to the Founders Registration Rights Agreement Amendment, in a registered offering of securities pursuant to the Securities Act or otherwise in accordance with Rule 144 under the Securities Act, the Gorilla shareholders may sell large amounts of Gorilla ordinary shares and warrants in the open market or in privately negotiated transactions, which could have the effect of increasing the volatility in the trading price of the Gorilla ordinary shares or the Gorilla warrants or putting significant downward pressure on the price of the Gorilla ordinary shares or warrants. Additionally, downward pressure on the market price of the Gorilla ordinary shares or Gorilla warrants likely will result from sales of Gorilla ordinary shares issued in connection with the exercise of warrants. Further, sales of Gorilla ordinary shares or warrants upon expiration of the applicable lockup period could encourage short sales by market participants. Generally, short selling means selling a security, contract or commodity not owned by the seller. The seller is committed to eventually purchase the financial instrument previously sold. Short sales are used to capitalize on an expected decline in the security’s price. Short sales of Gorilla ordinary shares or warrants could have a tendency to depress the price of the Gorilla ordinary shares or the Gorilla warrants, respectively, which could increase the potential for short sales.

We cannot predict the size of future issuances of Gorilla ordinary shares or warrants or the effect, if any, that future issuances and sales of shares of Gorilla ordinary shares or warrants will have on the market price of the Gorilla ordinary shares or warrants. Sales of substantial amounts of Gorilla ordinary shares (including those shares issued in connection with the Business Combination), or the perception that such sales could occur, may adversely affect prevailing market prices of Gorilla ordinary shares or warrants.

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

Global’s board of directors did not obtain a third-party fairness opinion in connection with their determination to approve the Business Combination. In analyzing the Business Combination, Global’s board of directors reviewed the significant significant business, financial and legal due diligence completed and/or commission by Global’s management on Gorilla and researched the industry in which Gorilla operates and concluded that the Business Combination is in the best interests of Global. Accordingly, investors will be relying solely on the judgment of Global’s board of directors and management in valuing Gorilla’s business, and Global’s board of directors and management may not have properly valued such business. The lack of a third-party fairness opinion may lead an increased number of shareholders to vote against the proposed Business Combination or demand redemption of their shares for cash, which could potentially impact Global’s ability to consummate the Business Combination or adversely affect Gorilla’s liquidity following the consummation of the Business Combination.

Global and Gorilla will incur significant transaction and transition costs in connection with the Transactions.

Global and Gorilla have both incurred and expect to incur significant, non-recurring costs in connection with consummating the Transactions and operating as a public company following the consummation of the Transactions. Gorilla may also incur additional costs to retain key employees. All expenses incurred in connection with the Transactions, including all legal, accounting, consulting, investment banking and other fees, expenses and costs, will be for the account of the party incurring such fees, expenses and costs or paid by Gorilla following the Closing.

Subsequent to the completion of the Business Combination, the combined company may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and the combined company’s ordinary share price, which could cause you to lose some or all of your investment.

Although Global has conducted extensive due diligence on Gorilla, Global cannot assure you that this diligence will surface all material issues that may be present in Gorilla’s business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of Gorilla’s business and outside of its control will not later arise. As a result of these factors, the combined company may be forced to later write-down

or write-off assets, restructure its operations, or incur impairment or other charges that could result in its reporting losses. Even if Global’s due diligence successfully identified certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with Global’s preliminary risk analysis. Even though these charges may be non-cash items and would not have an immediate impact on the combined company’s liquidity, the fact that the combined company reports charges of this nature could contribute to negative market perceptions of the combined company or its securities. In addition, charges of this nature may cause the combined company to violate net worth or other covenants to which the combined company may be subject as a result of assuming pre-existing debt held by Gorilla’s business or by virtue of the combined company obtaining post-combination debt financing. Accordingly, any shareholders of Gorilla following the Business Combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value.

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

Following completion of the Business Combination, Global’s securityholders will no longer be securityholders of Global but will instead be securityholders of Gorilla. There will be important differences between your current rights as a Global securityholder and your rights as a Gorilla securityholder. See “Comparison of Rights of Gorilla Shareholders and Global Shareholders” for a discussion of the different rights associated with the Gorilla securities.

Global’s shareholders will have a reduced ownership and voting interest after consummation of the Business Combination and will exercise less influence over management.

After the completion of the Business Combination, Global’s current shareholders will own a smaller percentage of the combined company than they currently own of Global. At the Closing, existing Gorilla shareholders would hold approximately ________% of the issued and outstanding Gorilla ordinary shares and current shareholders of Global (including the Sponsor) will own the remaining Gorilla ordinary shares (assuming no holder of Class A ordinary share exercises redemption rights as described in this proxy statement/prospectus). Consequently, Global’s current shareholders, as a group, will have reduced ownership and voting power in the combined company compared to their ownership and voting power in Global.

Even if the Business Combination is consummated, there is no guarantee that the Global warrants will ever be in the money, and they may expire worthless.

The exercise price for the Global warrants, once exchanged for Gorilla warrants upon consummation of the Business Combination, will be $11.50 per ordinary share. There is no guarantee that such Gorilla warrants, following the Business Combination, will ever be in the money prior to their expiration, and as such, the warrants may expire worthless.

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.

If the Business Combination or another business combination is not consummated by April 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 its board of directors, dissolving and liquidating. In such event, the 4,187,500 shares of Class B ordinary share held by the directors and the Sponsor, which is affiliated with certain of Global’s directors and officers and other certain officers, that 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. Further, the Sponsor and I-Bankers purchased an aggregate of 697,500 private placement units at a price of $10.00 per unit, simultaneously with the consummation of the Global IPO and the subsequent partial exercise of the underwriter’s overallotment option, for an aggregate purchase price of $6,975,000. The Class B ordinary share and the private placement units (including the securities underlying the private placement units) will become worthless if Global does not consummate a business combination by April 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 Class B ordinary share will convert into one Gorilla ordinary share, subject to adjustment described herein, at the closing and each outstanding Global

warrant will become a Gorilla warrant. Such shares and warrants had an aggregate market value of approximately
$             million and approximately $             million, respectively, based upon the closing price of $             per share and $             per warrant on Nasdaq on             , 2022.

As such, 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 shareholders rather than liquidate. In addition, 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 and I-Bankers have invested $6,825,000 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.

These financial interests may have influenced the decision of Global’s directors and officers to approve the Business Combination and to continue to pursue the Business Combination. In considering the recommendations of Global’s board of directors to vote for the Business Combination Proposal and other proposals, its shareholders should consider these interests. See the section of this proxy statement/prospectus titled “Proposal One — The Business Combination Proposal — Interests of Certain Persons in the Transactions.”

The Sponsor, an affiliate of current officers and directors of Global, is liable to ensure that proceeds of the Trust Account are not reduced by vendor claims in the event the Business Combination is not consummated. Such liability may have influenced Global’s board of directors’ decision to pursue the Business Combination and Global’s board of directors’ decision to approve it.

If the Business Combination or another business combination is not consummated by Global on or before April 13, 2022, the Sponsor, an affiliate of current officers and directors of Global, will be liable 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 for products sold to Global, but only if such a vendor or target business has not executed a waiver agreement. If Global consummates a business combination, on the other hand, Global will be liable for all such claims. Global has no reason to believe that the Sponsor will not be able to fulfill its indemnity obligations to Global.

These obligations of the Sponsor may have influenced Global’s board of directors’ decision to pursue the Business Combination with Gorilla or Global’s board of directors’ decision to approve the Business Combination. In considering the recommendations of Global’s board of directors to vote for the Business Combination Proposal and other proposals, shareholders should consider these interests. See the section of this proxy statement/prospectus titled “Proposal One — The Business Combination Proposal — Interests of Certain Persons in the Business Combination.”

Global’s directors may decide not to enforce the indemnification obligations of the Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to Global’s public shareholders in the event a business combination is not consummated.

If proceeds in the Trust Account are reduced below $10.10 per public share and the Sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, Global’s independent directors would determine whether to take legal action against the Sponsor to enforce its indemnification obligations. While Global currently expects that its independent directors would take legal action on Global’s behalf against the Sponsor to enforce the Sponsor’s indemnification obligations, it is possible that Global’s independent directors in exercising their business judgment may choose not to do so in any particular instance. If Global’s independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to Global’s public shareholders may be reduced below $10.10 per share.

Activities taken by existing Global shareholders to increase the likelihood of approval of the Business Combination Proposal and other proposals could have a depressive effect on the Global Class A ordinary share.

At any time prior to the extraordinary general meeting, during a period when they are not then aware of any material nonpublic information regarding Global or its securities, Global, the Sponsor, Global’s officers and directors, Gorilla, the Gorilla officers and directors and/or their respective affiliates may purchase Global Class A ordinary share from institutional and other investors who vote, or indicate an intention to vote, against the Business Combination Proposal, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of Global Class A ordinary share or vote their shares of Global Class A ordinary share in favor of the Business Combination Proposal. The purpose of such purchases and other transactions would be to increase the likelihood of approval of the Business Combination Proposal by the holders of a majority of the outstanding shares of Global Class A ordinary share and ensure that Global has in excess of $5,000,001 of net assets to consummate the Business Combination where it appears that such requirement would otherwise not be met. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares owned by the Sponsor for nominal value. Entering into any such arrangements may have a depressive effect on the Global Class A ordinary share. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares of Global Class A ordinary share at a price lower than market and may, therefore, be more likely to sell the Global Class A ordinary share he owns, either prior to or immediately after the extraordinary general meeting.

In addition, if such purchases are made, the public “float” of the Gorilla ordinary shares following the Business Combination and the number of beneficial holders of Gorilla securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of Gorilla securities on Nasdaq or another national securities exchange or reducing the liquidity of the trading market for the Gorilla ordinary shares.

The Business Combination may be completed even though material adverse effects may result from the announcement of the Business Combination, industry-wide changes and other causes.

In general, either Global or Gorilla may refuse to complete the Business Combination if there is a material adverse effect affecting the other party between the signing date of the Business Combination Agreement and the planned closing. However, certain types of changes do not permit either party to refuse to consummate the Business Combination, even if such change could be said to have a material adverse effect on Gorilla or Global, including the following events (except, in certain cases where the change has a disproportionate effect on a party):

•        changes generally affecting the economy and the financial or securities markets, including the COVID-19 pandemic;

•        the outbreak or escalation of war or any act of terrorism, civil unrest or natural disasters;

•        changes (including changes in law) or general conditions in the industry in which the party operates;

•        changes in GAAP, or the authoritative interpretation of GAAP; or

•        changes attributable to the public announcement or pendency of the Transactions or the execution or performance of the Business Combination Agreement.

Furthermore, Global or Gorilla may waive the occurrence of a material adverse effect affecting the other party. If a material adverse effect occurs and the parties still consummate the Business Combination, the market trading price of the Gorilla ordinary shares and Gorilla warrants may suffer.

Delays in completing the Business Combination may substantially reduce the expected benefits of the Business Combination.

Satisfying the conditions to, and completion of, the Business Combination may take longer than, and could cost more than, Global expects. Any delay in completing or any additional conditions imposed in order to complete the Business Combination may materially adversely affect the benefits that Global expects to achieve from 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.

Gorilla and Global have no prior history as a combined entity and their operations have not been previously managed on a combined basis. The unaudited pro forma condensed combined financial information contained in this proxy statement/prospectus has been prepared using the consolidated historical financial statements of Global and Gorilla, and is presented for illustrative purposes only and should not be considered to be an indication of the results of operations including, without limitation, future revenue, or financial condition of Global following the Business Combination. Certain adjustments and assumptions have been made regarding Global after giving effect to the Business Combination. Gorilla and Global believe these assumptions are reasonable, however, the information upon which these adjustments and assumptions have been made is preliminary, and these kinds of adjustments are difficult to make with accuracy. These assumptions may not prove to be accurate, and other factors may affect Global’s results of operations or financial condition following the consummation of the Business Combination. For these and other reasons, the historical and pro forma condensed combined financial information included in this proxy statement/prospectus does not necessarily reflect Gorilla’s results of operations and financial condition and the actual financial condition and results of operations of Gorilla following the Business Combination may not be consistent with, or evident from, this pro forma financial information.

The projections and forecasts presented in this proxy statement/prospectus may not be an indication of the actual results of the transaction or Gorilla’s future results.

This proxy statement/prospectus contains projections and forecasts prepared by Gorilla. None of the projections and forecasts included in this proxy statement/prospectus have been prepared with a view toward public disclosure other than to certain parties involved in the Business Combination or toward complying with SEC guidelines or GAAP. The projections and forecasts were prepared based on numerous variables and assumptions which are inherently uncertain and may be beyond the control of Gorilla and Global and exclude, among other things, transaction-related expenses. Important factors that may affect actual results and results of Gorilla’s operations following the Business Combination, or could lead to such projections and forecasts not being achieved include, but are not limited to: client demand for Gorilla’s products, an evolving competitive landscape, regulation changes in a highly regulated environment, successful management and retention of key personnel, unexpected expenses and general economic conditions. While Gorilla assumes responsibility for the accuracy and completeness of the projections and forecasts to the extent included in this proxy statement/prospectus, you are cautioned not to place undue reliance on the projections, as the projections may be materially different than actual results.

The projections and forecasts presented in this proxy statement/prospectus have been prepared by Gorilla’s management. Investors should note that the projections and forecasts have not been independently verified or confirmed by Global or any third party. In particular, none of PricewaterhouseCoopers, Taiwan nor any independent accountants, have audited, reviewed, examined, compiled or applied agreed-upon procedures with respect to the projections and forecasts, and none of them have expressed an opinion or any other form of assurance with respect to the projections and forecasts.

If Global is unable to complete the Business Combination or another business combination by April 13, 2022 (or such other date as approved by Global shareholders through approval of 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 and, subject to the approval of its remaining shareholders and its board of directors, dissolving and liquidating. In such event, Global public shareholders may only receive $10.10 per share (or less than such amount in certain circumstances) and Global warrants will expire worthless.

If Global is unable to complete the Business Combination or another business combination within the required time period, Global will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to Global to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Global public shares, which

redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) 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, subject (in each case above) to Global’s obligations under Companies Act to provide for claims of creditors and the requirements of other applicable law. In such case, Global public shareholders may only receive $10.10 per share, and Global warrants will expire worthless. In certain circumstances, Global public shareholders may receive less than $10.10 per share on the redemption of their shares.

If the Business Combination is not completed, potential target businesses may have leverage over Global in negotiating a business combination, Global’s ability to conduct due diligence on a business combination as it approaches its dissolution deadline may decrease, and it may have insufficient working capital to continue to pursue potential target businesses, each of which could undermine the ability to complete a business combination on terms that would produce value for Global shareholders.

Any potential target business with which Global enters into negotiations concerning an initial business combination will be aware that, unless Global amends its existing charter to extend its life and amend certain other agreements it has entered into, then Global must complete its initial business combination by April 13, 2022. Consequently, if Global is unable to complete this Business Combination, a potential target business may obtain leverage over it in negotiating an initial business combination, knowing that if Global does not complete its initial business combination with that particular target business, it may be unable to complete its initial business combination with any target business. This risk will increase as Global gets closer to the timeframe described above. In addition, Global may have limited time to conduct due diligence and may enter into its initial business combination on terms that it would have rejected upon a more comprehensive investigation. Additionally, Global may have insufficient working capital to continue efforts to pursue a business combination.

In the event of liquidation by Global, third parties may bring claims against Global and, as a result, the proceeds held in the Trust Account could be reduced and the per-share liquidation price received by shareholders could be less than $10.00 per share.

Under the terms of the Global Articles, Global must complete the Business Combination or another business combination by April 13, 2022 (unless such date is extended by Global’s shareholders) or Global must cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares and, subject to the approval of its remaining shareholders and its board of directors, dissolving and liquidating. In such event, third parties may bring claims against Global. Although Global has obtained waiver agreements from certain vendors and service providers it has engaged and owes money to, and the prospective target businesses it has negotiated with, whereby such parties have waived any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account, there is no guarantee that they or other vendors who did not execute such waivers will not seek recourse against the Trust Account notwithstanding such agreements. Furthermore, there is no guarantee that a court will uphold the validity of such agreements. Accordingly, the proceeds held in the Trust Account could be subject to claims which could take priority over those of Global’s public shareholders. If Global is unable to complete a business combination within the required time period, the Sponsor has agreed that it will be liable to Global if and to the extent any claims by a vendor for services rendered or products sold to it, or a prospective target business with which it has discussed entering into a transaction agreement, reduces the amount of funds in the Trust Account to below $10.10 per public share, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under Global’s indemnity of the underwriter of the initial public offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. Furthermore, the Sponsor will not be liable to public shareholders and instead will only have liability to Global. Global has not independently verified whether

the Sponsor has sufficient funds to satisfy its indemnity obligations and, therefore, the Sponsor may not be able to satisfy those obligations. Global has not asked the Sponsor to reserve for such eventuality. Therefore, the per-share distribution from the Trust Account in such a situation may be less than the approximately $______ estimated to be in the Trust Account as of two business days prior to the extraordinary general meeting date, due to such claims.

Additionally, if Global is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, or if Global otherwise enters compulsory or court supervised liquidation, the proceeds held in the Trust Account could be subject to applicable bankruptcy law and may be included in its bankruptcy.

Global’s shareholders may be held liable for claims by third parties against Global to the extent of distributions received by them.

If Global is unable to complete the Business Combination or another business combination within the required time period, Global will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to Global to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Global public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) 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, subject (in each case above) to Global’s obligations under the Companies Act to provide for claims of creditors and the requirements of other applicable law. Global cannot assure you that it will properly assess all claims that may be potentially brought against Global. As a result, Global’s shareholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of its shareholders may extend well beyond the third anniversary of the date of distribution. Accordingly, Global cannot assure you that third parties will not seek to recover from its shareholders amounts owed to them by Global.

Additionally, if Global is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by Global’s shareholders. Because Global intends to distribute the proceeds held in the Trust Account to its public shareholders promptly after the expiration of the time period to complete a business combination, this may be viewed or interpreted as giving preference to its public shareholders over any potential creditors with respect to access to or distributions from its assets. Furthermore, Global’s board of directors may be viewed as having breached their fiduciary duties to its creditors and/or may have acted in bad faith, and thereby exposing itself and Global to claims of punitive damages, by paying public shareholders from the Trust Account prior to addressing the claims of creditors. Global cannot assure you that claims will not be brought against it for these reasons.

Global may be a target of securities class action and derivative lawsuits which could result in substantial costs and may delay or prevent the Business Combination from being completed.

Securities class action lawsuits and derivative lawsuits are often brought against companies that have entered into business combination agreements or similar agreements. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on Global’s liquidity and financial condition. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting consummation of the Transactions, then that injunction may delay or prevent the Transactions from being completed. Currently, Global is not aware of any securities class action lawsuits or derivative lawsuits being filed in connection with the Transactions.

The Sponsor has agreed to vote in favor of the Business Combination, regardless of how Global’s public shareholders vote.

The Sponsor, as well as Global’s officers and directors, beneficially own and are entitled to vote an aggregate of approximately 21.7% of the outstanding Global Ordinary Share. 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 6,075,001 shares, or approximately 36.3%, of the 16,750,000 public shares to be voted in favor of the Business Combination Proposal and other proposals in order for them to be approved. Accordingly, it is more likely that the necessary shareholder approval for the Business Combination Proposal and the other proposals will be received than would be the case if the Sponsor agreed to vote its Founder Shares in accordance with the majority of the votes cast by Global’s public shareholders.

The ongoing COVID-19 pandemic may adversely affect Global’s and Gorilla’s ability to consummate the Transactions.

The COVID-19 pandemic has resulted in governmental authorities worldwide implementing numerous measures to contain the virus, including travel restrictions, quarantines, shelter-in-place orders and business limitations and shutdowns. More generally, the pandemic raises the possibility of an extended global economic downturn and has caused volatility in financial markets. The pandemic may also amplify many of the other risks described in this proxy statement/prospectus.

Global and Gorilla may be unable to complete the Transactions if continued concerns relating to COVID-19 restrict travel and limit the ability to have meetings with potential investors or the Gorilla personnel. The extent to which COVID-19 impacts Global’s and Gorilla’s ability to consummate the Transactions will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue for an extended period of time, Global’s and Gorilla’s ability to consummate the Transactions may be materially adversely affected.

The Business Combination may not qualify as a reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”) potentially causing U.S. Holders of Global Ordinary Share and/or Global warrants to recognize gain or loss for U.S. federal income tax purposes.

It is intended that the Business Combination qualify as a “reorganization” within the meaning of Section 368(a) of the Code (the “Intended Tax Treatment”). 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. 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 Internal Revenue Service (the “IRS”) 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 and/or Gorilla warrants 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.

If the Adjournment Proposal is not approved, Global’s board of directors will not have the ability to adjourn the extraordinary general meeting to a later date.

If, at the extraordinary general meeting, the chairman presiding over the extraordinary general meeting determines that it would be in the best interests of Global to adjourn the extraordinary general meeting to give Global more time to consummate the Business Combination for whatever reason (such as if the Business Combination Proposal is not approved, or if Global would have net tangible assets of less than $5,000,001 either immediately prior to or upon the

consummation of the Transactions, or if additional time is needed to fulfil other closing conditions), the chairman presiding over the extraordinary general meeting will seek approval to adjourn the extraordinary general meeting to a later date or dates. If the Adjournment Proposal is not approved, the chairman will not have the ability to adjourn the extraordinary general meeting to a later date in order to solicit further votes. In such event, the Business Combination would not be completed.

Global, and following the Business Combination, the combined company, may face litigation and other risks as a result of the material weakness in internal control over financial reporting.

As a result of the material weakness in Global’s internal controls over financial reporting described above, the change in accounting for complex financial instruments, and other matters raised or that may in the future be raised by the SEC, Global faces potential for litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the material weaknesses in internal control over financial reporting and the preparation of our financial statements. As of the date of this proxy statement/prospectus, Global has no knowledge of any such litigation or dispute. However, Global can provide no assurance that such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not, could have a material adverse effect on our business, results of operations and financial condition or our ability to complete the Business Combination.

Risks Related to Redemption

The ability of Global public shareholders to exercise redemption rights with respect to a large number of Global Shares could increase the probability that the Business Combination would be unsuccessful and that you would have to wait for liquidation in order to redeem Global Class A ordinary share.

The obligations of Gorilla and Merger Sub to consummate the Business Combination is conditioned upon, among other things, Global having an amount of available cash from its Trust Account, following payment by Global to its shareholders who have validly elected to redeem their Class A ordinary shares, and deferred underwriting fee, plus proceeds from the PIPE Investment, if any, of no less than $50 million. If the Business Combination is not consummated, you would not receive your pro rata portion of the Trust Account until the Trust Account is liquidated. If you are in need of immediate liquidity, you could attempt to sell your Global Class A ordinary share in the open market; however, at such time Global Class A ordinary share may trade at a discount to the pro rata amount per share in the Trust Account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with Global’s redemption until Global liquidates or you are able to sell your Global Class A ordinary share in the open market.

Public shareholders, together with any affiliates of theirs or any other person with whom they are acting in concert or as a “group,” will be restricted from seeking redemption rights with respect to more than 15% of the public shares.

A public shareholder of Global, together with any affiliate or any other person with whom such shareholder is acting in concert or as a “group,” will be restricted from seeking redemption rights with respect to more than 5% of the Global public shares. Accordingly, if you hold more than 15% of the Global public shares and the Business Combination Proposal is approved, you will not be able to seek redemption rights with respect to the full amount of your public shares and may be forced to hold the shares in excess of 15% or sell them in the open market. Global cannot assure you that the value of such excess shares will appreciate over time following a business combination or that the market price of Global Class A ordinary share will exceed the per-share redemption price.

There is no guarantee that a Global shareholder’s decision to redeem its shares for a pro rata portion of the Trust Account will put the shareholder in a better future economic position.

There is no assurance as to the price at which a Global shareholder may be able to sell its Gorilla ordinary shares in the future following the completion of the Transactions or shares with respect to any alternative business

combination. Certain events following the consummation of any initial business combination, including the Transactions, may cause an increase in the share price, and may result in a lower value realized now than a shareholder of Global might realize in the future had the shareholder not redeemed his, her or its shares. Similarly, if a shareholder does not redeem its shares, the shareholder will bear the risk of ownership of the public shares after the consummation of any initial business combination, and there can be no assurance that a shareholder can sell its shares in the future for a greater amount than the redemption price set forth in this proxy statement/prospectus. A shareholder should consult the shareholder’s tax and/or financial advisor for assistance on how this may affect his, her or its individual situation.

Global shareholders do not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. To liquidate their investment, therefore, Global shareholders may be forced to redeem or sell their public shares or warrants, potentially at a loss.

Global shareholders will be entitled to receive funds from the Trust Account only upon the earlier to occur of: (i) Global’s completion of the Business Combination or, if the Business Combination is not completed, an alternative business combination, and then only in connection with those shares of Global Class A ordinary share that such shareholder properly elected to redeem, subject to the limitations described herein, and (ii) the redemption of Global’s public shares if Global is unable to complete an initial business combination by April 13, 2022, subject to applicable law and as further described herein. In addition, if Global plans to redeem its public shares because Global is unable to complete an initial business combination by April 13, 2022, for any reason, compliance with Cayman Islands or other law may require that Global submit a plan of dissolution to Global’s then-existing shareholders for approval prior to the distribution of the proceeds held in Global’s Trust Account. In that case, public shareholders may be forced to wait beyond April 13, 2022, before they receive funds from the Trust Account. In no other circumstances will public shareholders have any right or interest of any kind in the Trust Account. Accordingly, to liquidate their investment, public shareholders may be forced to sell their public shares or warrants, potentially at a loss.

Global currently is and the combined company will be an emerging growth company within the meaning of the Securities Act, and if the combined company takes advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

Global is currently and, following the consummation of the Business Combination, the combined company will be an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act. The combined company may continue 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, reduced disclosure obligations regarding executive compensation in periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As a result, the combined company stockholders may not have access to certain information they may deem important. We cannot predict whether investors will find securities issued by the combined company less attractive because the combined company will rely on these exemptions. If some investors find those securities less attractive as a result of its reliance on these exemptions, the trading prices of the combined company’s securities may be lower than they otherwise would be, there may be a less active trading market for the combined company’s securities and the trading prices of the combined company’s securities may be more volatile.

The combined company will remain an emerging growth company until the earliest of: (i) the last day of the fiscal year following the fifth anniversary of the closing of the Global IPO, (ii) the last day of the fiscal year in which the combined company has total annual gross revenue of at least $1.07 billion; (iii) the last day of the fiscal year in which the combined company is deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of the combined company ordinary shares held by non-affiliates exceeded $700.0 million as of the last business day of the second fiscal quarter of such year; or (iv) the date on which the combined company has issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this proxy statement/prospectus, including statements regarding Gorilla’s, Global’s or the combined company’s future financial position, business strategy and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “expect,” “predict,” “potential” or the negative of these terms or other similar expressions. Forward-looking statements include, without limitation, Gorilla’s or Global’s expectations concerning the outlook for their or the combined company’s business, productivity, plans and goals for future operational improvements and capital investments, operational performance, future market conditions or economic performance and developments in the capital and credit markets and expected future financial performance, as well as any information concerning possible or assumed future results of operations of the combined company as set forth in the sections 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.” Forward-looking statements also include statements regarding the expected benefits of the proposed Business Combination between Gorilla and Global.

Forward-looking statements involve a number of risks, uncertainties and assumptions, and actual results or events may differ materially from those projected or implied in those statements. Important factors that could cause such differences 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;

•        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;

•        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” of this proxy statement/prospectus.

In addition, the Transactions are subject to the satisfaction of the conditions to the completion of the Business Combination set forth in the Business Combination Agreement and the absence of events that could give rise to the termination of the Business Combination Agreement, the possibility that the Business Combination does not close, and risks that the proposed Business Combination disrupts current plans and operations and business relationships, or poses difficulties in attracting or retaining employees for Gorilla.

Gorilla and Global caution you against placing undue reliance on forward-looking statements, which reflect current beliefs and are based on information currently available as of the date a forward-looking statement is made. Forward-looking statements set forth herein speak only as of the date of this proxy statement/prospectus. Neither Gorilla nor Global undertakes any obligation to revise forward-looking statements to reflect future events, changes in circumstances, or changes in beliefs. In the event that any forward-looking statement is updated, no inference should be made that Gorilla or Global will make additional updates with respect to that statement, related matters, or any other forward-looking statements. Any corrections or revisions and other important assumptions and factors that could cause actual results to differ materially from forward-looking statements, including discussions of significant risk factors, may appear, up to the consummation of the Business Combination, in Global’s public filings with the SEC or, upon and following the consummation of the Business Combination, in Gorilla’s public filings with the SEC, which are or will be (as appropriate) accessible at www.sec.gov, and which you are advised to consult. For additional information, please see the section titled “Where You Can Find More Information” of this proxy statement/prospectus.

EXTRAORDINARY GENERAL MEETING OF GLOBAL SHAREHOLDERS

General

Global is furnishing this proxy statement/prospectus to its shareholders as part of the solicitation of proxies by its board of directors for use at the extraordinary general meeting of Global shareholders and at any adjournment or postponement thereof. This proxy statement/prospectus provides you with information you need to know to be able to vote or instruct your vote to be cast at the extraordinary general meeting.

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

The extraordinary general meeting will be held on _______ a.m. Eastern Time, on ___________, 2022, solely 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 on your proxy card.

Purpose of the Global Extraordinary General Meeting

At the extraordinary general meeting, Global is asking its shareholders:

1.      Proposal One — The Business Combination Proposal — to consider and vote upon a proposal to approve and adopt the Business Combination Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A, and the transactions contemplated thereby, including the Business Combination;

2.      Proposal Two — The Charter 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 name of the new public entity will be “Gorilla Technology Group Inc.” as opposed to “Global SPAC Partners Co.”;

ii.      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;

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

iv.      the Gorilla Articles will not include the various provisions applicable only to special purpose acquisition corporations that the Global Articles contain;

3.      Proposal Three — The Nasdaq Proposal — to consider and vote upon a proposal to approve, for purposes of complying with Nasdaq Listing Rule 5635, the issuance of _________ ordinary shares and _________ warrants in the Business Combination; and

4.      Proposal Four — The Adjournment 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.

Recommendation of Global’s Board of Directors

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” the Charter Proposals, “FOR” the Nasdaq Proposal, and “FOR” the Adjournment Proposal, if presented.

Record Date; Persons Entitled to Vote

Global shareholders will be entitled to vote or direct votes to be cast at the extraordinary general meeting if they owned Global Ordinary Shares at the close of business on _____________, 2022, which is the record date for the extraordinary general meeting. 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, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. Global’s warrants do not have voting rights. On the record date, there were Global Ordinary Shares outstanding, of which were public shares.

Quorum

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 a majority of the voting power 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 will count as present for the purposes of establishing a quorum. 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.

Vote Required

The proposals to be presented at the extraordinary general meeting will require the following votes:

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.

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.

Voting Your Shares

If you are a holder of record of Global Ordinary Share, there are two ways to vote your Global Ordinary Shares at the extraordinary general meeting:

•        By Mail.    You may vote by proxy by completing the enclosed proxy card and returning it in the postage-paid return envelope. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted “FOR” all of the proposals in accordance with the recommendation of Global’s board of directors. Proxy cards received after a matter has been voted upon at the extraordinary general meeting will not be counted.

•        In Person.    You may attend the extraordinary general meeting webcast and vote electronically using the ballot provided to you during the 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 on your proxy card. See “Questions and Answers about the Business Combination and the Extraordinary General Meeting — When and where will the extraordinary general meeting take place?” for more information.

Revoking Your Proxy

If you are a holder of record of Global Ordinary Share and you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

•        you may send another proxy card to Global’s secretary with a later date so that it is received prior to the vote at the extraordinary general meeting or attend the live webcast of the extraordinary general meeting and vote electronically;

•        you may notify Global’s secretary in writing, prior to the vote at the extraordinary general meeting, that you have revoked your proxy; or

•        you may attend the live webcast of the extraordinary general meeting and vote electronically or revoke your proxy electronically, although your attendance alone will not revoke any proxy that you have previously given.

If you hold your Global Ordinary Share in “street name,” you may submit new instructions on how to vote your shares by contacting your broker, bank or other nominee.

Who Can Answer Your Questions About Voting Your Shares

If you are a Global shareholder and have any questions about how to vote or direct a vote in respect of your Global Ordinary Shares, you may call ______________, Global’s proxy solicitor, at ___________________.

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 ________, 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 underlying subunits 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 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.

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of his or any other person with whom he 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 more than 15% 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 redeemed for cash.

Holders of Founder Shares will not have redemption rights with respect to such shares.

Holders may demand redemption by delivering their subunit certificates (if any) and other redemption forms, either physically or electronically using Depository Trust Company’s DWAC System, to Global’s transfer agent prior to the vote at the extraordinary general meeting. If you hold the shares in “street name,” you will have to coordinate with your broker to have your shares certificated or delivered electronically. Certificates that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $____________ and it would be up to the broker whether or not to pass this cost on to the redeeming shareholder. In the event the proposed merger is not consummated this may result in an additional cost to shareholders for the return of their shares.

Global’s transfer agent can be contacted at the following address:

Continental Stock Transfer & Trust Company

1 State Street — 30th Floor

New York, New York 10004

Attn: Mark Zimkind

Email: mzimkind@continentalstock.com

Any request for redemption, once made by a holder of public ordinary 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).

Furthermore, if a holder of a public share delivered its certificate in connection with an election of its redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that the transfer agent return the certificate (physically or electronically).

If the Business Combination is not approved or completed for any reason, then Global’s public shareholders who elected to exercise their redemption rights will not be entitled to redeem their shares for their pro rata portion of the Trust Account, as applicable. In such case, Global will promptly return any shares delivered by public holders. If Global would be left with less than $5,000,001 of net tangible assets as a result of the holders of public shares properly demanding redemption of their shares for cash, Global will not be able to consummate the Business Combination.

The closing price of Class A ordinary share on _____________, 2022, the extraordinary general meeting record date, was $__________. The cash held in the Trust Account on such date was approximately $________ million ($____ per public share). Prior to exercising redemption rights, shareholders should verify the market price of Class A ordinary share as they may receive higher proceeds from the sale of their Class A ordinary share in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. Global cannot assure its shareholders that they will be able to sell their shares of Class A ordinary share in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when its shareholders wish to sell their shares.

If a holder of public shares exercises his, her or its redemption rights, then he, she or it will be exchanging its shares of Class A ordinary share for cash and will no longer own those shares. You will be entitled to receive cash for these shares only if you properly demand redemption no later than the close of the vote on the Business Combination Proposal by delivering your subunit certificates (if any) and other redemption forms (either physically or electronically) to Global’s transfer agent prior to the vote at the extraordinary general meeting, and the Business Combination is consummated.

For a detailed discussion of the material U.S. federal income tax considerations for shareholders with respect to the exercise of these redemption rights, see “Certain Material U.S. Federal Income Tax Considerations — U.S. Holders Exercising Redemption Rights with Respect to Global Ordinary Share” of this proxy statement/prospectus. The consequences of a redemption to any particular shareholder will depend on that shareholder’s particular facts and circumstances. Accordingly, you are urged to consult your tax advisor to determine your tax consequences from the exercise of your redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. income and other tax laws in light of your particular circumstances.

Appraisal Rights

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.

Proxy Solicitation Costs

Global is soliciting proxies on behalf of its board of directors. This solicitation is being made by mail but also may be made by telephone. Global and its directors, officers and employees may also solicit proxies online. Global will file with the SEC all scripts and other electronic communications as proxy soliciting materials. Global will bear the cost of the solicitation.

Global has hired to assist in the proxy solicitation process. Global will pay to a fee of $_____________, plus disbursements.

Global will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. Global will reimburse them for their reasonable expenses.

Other Matters

As of the date of this proxy statement/prospectus, Global’s board of directors does not know of any business to be presented at the extraordinary general meeting other than as set forth in the notice accompanying this proxy statement/prospectus. If any other matters should properly come before the extraordinary general meeting, it is intended that the shares represented by proxies will be voted with respect to such matters in accordance with the judgment of the persons voting the proxies.

Interests of Global’s Officers and Directors in the Transactions

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 and executive officers have interests in such proposals that are different from, or in addition to, those of holders of public shares generally. In particular:

•        If the Business Combination with Gorilla or another business combination is not consummated by April 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 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 April 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.

•        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 April 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 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.

Purchases of Global Shares

At any time prior to the extraordinary general meeting, during a period when they are not then aware of any material nonpublic information regarding Global or its securities and subject to certain other conditions and procedures, the Sponsor, Global’s officers and directors, Gorilla, Gorilla shareholders and/or their respective affiliates may purchase subunits from institutional and other investors who vote, or indicate an intention to vote, against the Business Combination Proposal, or execute agreements to purchase subunits from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire Global subunits or vote their public shares in favor of the Business Combination Proposal. The purpose of such subunit purchases and other transactions would be to increase the likelihood of satisfaction of the requirements to consummate the Business Combination where it appears that such requirements would otherwise not be met. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of founder shares owned by the Sponsor for nominal value.

Entering into any such arrangements may have a depressive effect on Global Class A ordinary share. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase public subunits at a price lower than market and may therefore be more likely to sell the subunits he owns, either prior to or immediately after the extraordinary general meeting.

If such transactions are effected, the consequence could be to cause the Business Combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of subunits by the persons described above would allow them to exert more influence over the approval of the Business Combination Proposal and other proposals and would likely increase the chances that such proposals would be approved. No agreements dealing with the above arrangements or purchases have been entered into as of the date of this proxy statement/prospectus by the Sponsor, Global officers and directors, Gorilla, Gorilla shareholders or any of their respective affiliates. Global will file a Current Report on Form 8-K to disclose arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the Business Combination Proposal or the satisfaction of any closing conditions. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

PROPOSAL ONE — THE BUSINESS COMBINATION PROPOSAL

The following is a discussion of the proposed Business Combination and the Business Combination Agreement. This is a summary only and may not contain all of the information that is important to you. This summary is subject to, and qualified in its entirety by reference to, the Business Combination Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A. Global shareholders are urged to read this entire proxy statement/prospectus carefully, including the Business Combination Agreement, for a more complete understanding of the Business Combination.

General

The Business Combination Agreement provides for the merger of Merger Sub with and into Global, with Global surviving the merger as a wholly-owned subsidiary of Gorilla.

Pursuant to the Business Combination Agreement, at the Closing, and following the Recapitalization, (i) Merger Sub will merge with and into Global, with Global continuing as the surviving entity and a wholly-owned subsidiary of Gorilla (which we refer to as the Merger); (ii) the Global Ordinary Shares (including Global Class A ordinary shares and Global Class B ordinary shares) will be converted into Gorilla ordinary shares on a one-for-one basis; (iii) warrants to purchase Global Ordinary Shares will be converted into warrants to purchase the same number of Gorilla ordinary shares at the same exercise price and for the same exercise period; (iv) Global will become a wholly owned subsidiary of Gorilla; and (v) Global will have a restated certificate of incorporation (as described under “Proposal No. 2. — The Charter Proposals”).

Pursuant to the Business Combination Agreement, immediately prior to the Effective Time, and contingent upon the Closing, Gorilla will effect 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”.

Background of the Business Combination

The following is a discussion of Global’s formation, the background of Global’s previous attempts at a business combination, its negotiations with and evaluation of Gorilla, the Business Combination Agreement and related matters.

On April 13, 2021, Global closed its IPO of 16,000,000 units, with each unit consisting of one subunit and three-quarters of a warrant to acquire one Class A ordinary share at a price of $11.50. On April 14, 2021, Global consummated the sale of an additional 750,000 units which were subject to an over-allotment option granted to the underwriters of its IPO. The units from the IPO (including the over-allotment option) were sold at an offering price of $10.00 per unit, generating total gross proceeds of $167,500,000. Simultaneously with the consummation of the IPO and the exercise of the underwriters’ over-allotment option, Global consummated the private sale of an aggregate of 697,500 units to its initial shareholders, in each case at $10.00 per unit for an aggregate purchase price of $6,975,000.

Promptly following its IPO, Global commenced consideration and evaluation of potential target businesses with the objective of consummating a business combination. Global focused its search for potential target businesses by utilizing internal research and the networks of relationships of its management, Board of Directors and with professional service providers (including lawyers, accountants, consultants and investment bankers). Global educated these parties on its structure as a special purpose acquisition company (“SPAC”) and its criteria for an acquisition.

Global also responded to inquiries from investment bankers or other similar professionals who represented companies engaged in either a sale or financing process. On a regular basis, Global’s directors were updated with respect to the status of the search for a potential target for the business combination. Input received from Global’s directors was material to its management’s evaluation of a potential business combination.

From the closing of the IPO through the signing of the Business Combination Agreement with Gorilla on December 21, 2021, representatives of Global contacted and were contacted by numerous individuals and entities with respect to business combination opportunities and engaged in discussions with several possible target businesses in discussions with respect to potential transactions. In all, prior to the execution of the Business Combination Agreement, representatives of Global evaluated over 23 potential transactions from a wide range of industry segments including, but not limited to, technology, telecommunications, software, financial, and retail. Global executed over 13 non-disclosure agreements during the course and had active discussions with over nine target companies. During the target search process, Global evaluated various features of the companies under consideration, including but not limited to the target’s financial strength, total addressable market, customer solutions, internal processes, operational management, management team, and competitive barriers. Global issued over six term sheets to potential targets. Key reasons for terminating discussions with other parties included, but not limited to: overestimated potential TAM, lack of a strategic plan, lack of cultural fit, valuation expectations that were inconsistent with Global’s due diligence, and the targets were negotiating with other SPACs and/or pursuing their own IPO interests, which posed a significant transaction risk in being able to close the deal.

The following is not intended to be a list of all opportunities initially evaluated or explored or discussions held by Global, but rather sets forth the significant discussions and steps that Global took to reaching the Business Combination Agreement with Gorilla.

On May 17, 2021, Mr. Jay Chandan, Chairman of the Board of Directors of Global, spoke with Mr. Tomoyuki Nii, an Executive Director of SBI Holdings of Tokyo, Japan (“SBI”) and Chairman of the board of Gorilla (after his appointment as Chairman of the board of Gorilla on May 21, 2021) regarding certain portfolio companies of SBI, including Gorilla.

On May 17, 2021, Mr. Chandan immediately contacted fellow directors and officers of Global to determine Global’s interest in, exploring a potential transaction with Gorilla.

On May 17, 2021, Global’s management and Board unanimously agreed that Global was unable to prioritize entering into discussions with Gorilla at that time, given Global’s ongoing advanced discussions with multiple other potential targets. Thereafter, Mr. Stephen Cannon, Chief Operating Officer of Global, informed Mr. Chandan that he had satisfied his obligation to first present Gorilla as a potential transaction to Global, and given that Global had determined it would not proceed, Mr. Chandan could introduce Gorilla to other SPACs if he desired. Mr. Chandan proceeded to do so.

After much evaluation, based primarily on grounds that Gorilla was entrepreneur led, an EBITDA profitable business, a category leader with growth in a fast growing market, with growing top-line and underpenetrated opportunity, made Global decide to pursue Gorilla further as opposed to the other targets. By mid-June 2021, Mr. Chandan had learned from the other SPAC he had introduced to Gorilla, that this party was likely to proceed with a different merger target. At that time, Global was no longer in advanced stages of negotiations with any one specific target. Mr. Chandan informed Mr. Nii of the change in Global’s status and suggested that, if the other SPAC chose not to proceed with Gorilla, he believed Global would be interested in commencing discussions with Gorilla and could prioritize a potential transaction with Gorilla.

On June 29, 2021, Mr. Chandan learned that Gorilla had terminated negotiations with the other SPAC, and thus was available again to commence discussions with Global. Mr. Chandan had multiple conversations with Mr. Nii about a potential transaction between Gorilla and Global. These included discussions on Global’s current financials, possible global expansion potential, and potential valuation, amongst others.

On June 30, 2021, Global executed a non-disclosure agreement with Gorilla related to a potential transaction. Mr. Chandan discussed and negotiated on a high-level, possible terms of a potential transaction with Mr. Nii, Global management prepared a letter of intent consistent with those discussions, as well as discussion from the June 29, 2021 conversations, and submitted it to Gorilla for consideration.

On July 1, 2021, Dr. Koh, Chief Executive Officer of Gorilla, and Mr. Long Long, Chief Financial Officer of Global, executed the letter of intent. Later that day, Mr. Chandan discussed next steps of a transaction with Mr. Nii.

On July 2, 2021, Messrs. Chandan, Long and Cannon, of Global, exchanged communications with the management of Gorilla, Dr. Koh and Mr. Stardi Yen, Senior Vice President — Finance. Plans were made immediately to hold virtual organizational meetings and commence due diligence.

On July 3, 2021, Mr. Long emailed materials to Gorilla senior management in advance of the organizational meeting, consisting of a list of items to discuss as well as a proposed transaction timeline and responsibilities checklist.

On July 5, 2021, Global and Gorilla held a teleconference to review the items sent on July 3, 2021. Attending the meeting from Gorilla were Messrs. Nii, Koh and Yen, and from Global were Messrs. Chandan, Bryant Edwards (Chief Executive Officer of Global), Cannon and Long. Following this meeting, Global sent Gorilla a preliminary list of items to review as part of Global’s due diligence, which the parties had agreed to commence immediately.

On July 7, 2021, representatives from both Global and Gorilla discussed and agreed upon the following — the transaction consideration, the timelines to closing, minimum cash on closing conditions, type of investors to approach, amongst others.

Global conducted a due diligence call with a key technology partner of Gorilla to confirm Gorilla’s capabilities and gain insights into why this globally recognized leading technology company elected to partner with Gorilla.

From July 12, 2021 to July 14, 2021, Global conducted series of due diligence call with Gorilla for a detailed discussion on topics, such as business operations, R&D investment, addressable market and value chain. Gorilla’s technology, and its corporate organizational structure.

On July 14, 2021, Global (Messrs. Chandan, Edwards, Cannon, and Long) conducted a due diligence call with Gorilla (Dr. Koh, Mr. Yen, Mr. Song, Mr, Luo), for a detailed discussion of Gorilla’s technology.

On July 14, 2021, Global (Messrs. Chandan, Edwards, Cannon, and Long) conducted a due diligence call with Gorilla (Dr. Koh, Mr. Yen), for a detailed discussion on Gorilla’s organizational structure, work flow, procedures, and systems.

On July 19, 2021, Global’s representatives conducted a financial due diligence call with Gorilla to understand Gorilla’s historical five-year performance and CAGR growth.

On July 19, 2021, Mr. Chandan spoke with a senior technology professional with considerable experience and understanding of the edge AI markets, to gain a better understanding of relevant technologies, competitive market positioning and industry opportunities

On July 20, 2021, in a teleconference, Global (Messrs. Chandan, Cannon, and Long) and its legal counsel, Ellenoff Grossman & Schole LLP (“EGS”), and Gorilla (Mr. Yen) and its legal counsel, K&L Gates LLP (“K&L Gates”), held a “kick off” call to discuss transaction structure and plans for the preparation of definitive agreements relating to the proposed transaction.

On July 23, 2021, Mr. Chandan introduced Dr. Koh to a candidate to serve the position of Chief Growth Officer (“CGO”) for Gorilla who would focus on bolstering Gorilla’s profile and geographic expansion after the proposed transaction with Global. The potential candidate had nearly 30 years of experience in information technology, outsourcing services, IoT and AI. There seemed to be a good meeting of the minds between Dr. Koh and the potential CGO, as they both seemed to understand the current market issues and the demand for edge AI. The meeting resulted in the candidate expressing interest, subject to further negotiations post-merger.

On July 28, 2021, Global (Mr. Cannon) and Gorilla (Dr. Koh and Mr.Yen) had a call with PricewaterhouseCoopers (“PwC”), Gorilla’s auditor, to discuss the procedures and timing for financial audits and reviews required for requisite filings with the SEC.

On July 29, 2021, Mr. Bruce Bower, an advisor to Global, introduced Mr. Chandan to Ms. Ruth Kelly, as a potential board member candidate. Mr. Bower began to assist Global in April 2021 to provide general public markets guidance. Mr. Bower does not receive any compensation from Global for his services.

On July 29, 2021, Global (Mr. Cannon) spoke with partners at the Taiwanese law firm of Lee & Li, regarding prospects for engaging Lee & Li for Global’s Taiwanese legal matters.

On July 30, 2021, Global (Mr. Cannon) reached tentative agreement to retain Lee & Li, regarding Taiwanese legal matters, and Global, EGS and Lee & Li exchanged drafts of a due diligence request list for Lee & Li to review. The engagement letter was formally executed on September 1, 2021.

On August 2, 2021, representatives of Global held an introductory call with Mr. Peter Wright, President and Co-Founder of Intro-Act, an investor relations company, to discuss Global’s potential engagement for assistance with Global and Gorilla’s investor relations needs prior to closing of a business combination.

On August 3, 2021, representatives of Global had a discussion with Dr. Koh and Mr. Yen to discuss further queries about Global’s financial information.

On August 4, 2021, Mr. Chandan and Dr. Koh discussed topics for inclusion in a management presentation to be used in connection with the transaction, including but not limited to appropriate market case studies, expansion and recruitment plans, as well as a general business update.

On the same day, representatives of Global had a call with K&L Gates to discuss the status of the business combination agreement.

On August 5, 2021, Mr. Cannon and Mr. Yen had a call to discuss Gorilla’s capital needs pre-merger closing in order to support a potential strategic customer opportunity.

On August 10, 2021, Messrs. Chandan and Cannon spoke with Mr. Nii. The purpose of the call was to provide Mr. Nii with a status update on various items relating to preparation for a potential transaction. This included a status of Gorilla’s management presentation, Gorilla’s expansion strategy into the U.S. and Europe and potential opportunities to expand into Southeast Asia and Far East.

On August 11, 2021, Mr. Chandan and Dr. Koh had a call to review expansion plans and sales strategy.

On August 16, 2021, Mr. Cannon and Mr. Yen spoke to discuss timing and process for conducting an audit of Gorilla’s financials for the fiscal years ended December 31, 2019 and 2020.

On August 18, 2021, representatives of Global had a call with Gorilla and Mr. Hsu to discuss PCAOB requirements and the possibility of Gorilla retaining PwC to complete a PCAOB-compliant audit for the proxy statement/prospectus on Form F-4.

On August 18, 2021, representatives of Global had a call with Mr. Nii to discuss the tax-related implications for the proposed transaction structure.

On August 19, 2021, Mr. Cannon introduced Global’s auditors, UHY LLP, to PwC to discuss coordination and timing of financial statements for the proxy Statement/prospectus to be included in a registration statement on Form F-4.

On August 19, 2021, Mr. Cannon and I-Bankers spoke regarding engaging I-Bankers, a registered FINRA broker-dealer, to assist Global with potential backstop or financing arrangements to satisfy funding requirements for closing a proposed business combination.

On August 27, 2021, and over the course of several days, Global and I-Bankers negotiated the terms of I-Bankers’ engagement.

On August 30, 2021, and over the course of several weeks, various members of Global and Gorilla, respectively, worked with representatives of I-Bankers (Messrs. McCloskey, Busch and Liu) to prepare an investor presentation for use in discussions with potential investors for backstop or financing arrangements in connection with the proposed transaction.

On September 1, 2021, Global engaged Intro-Act to assist with Global’s and Gorilla’s investor relations needs prior to closing of a business combination.

On September 6, 2021, Mr. Chandan introduced to Dr. Koh a potential Chief Innovation Officer (“CIO”) to focus on strengthening Gorilla’s profile and expanding awareness of it edge AI technology expertise. The potential CIO had over 26 years of experience in technology. There was a good meeting of the minds, understanding of current technology challenges customers face and synergies on how Gorilla’s technology solutions could be positioned in a global market. The meeting resulted in the candidate expressing interest, subject to further negotiations Gorilla post-merger.

On September 7, 2021, Messrs. Chandan and Cannon had an update call with Mr. Nii regarding Gorilla’s board structure and to determine next steps in working with I-Bankers to secure potential financing in connection with the proposed transaction.

On September 8, 2021, Mr. Chandan had a call with Mr. Nii, to introduce Ms. Ruth Kelly, as a potential candidate for board member after the business combination. There was a good meeting of the minds between Mr. Nii and Ms. Kelly with a view to moving forward. The meeting resulted in the candidate expressing interest and tentative agreement to join Gorilla’s board post-merger.

On September 10, 2021, K&L Gates delivered a first draft of a business combination agreement to Global and its counsel.

On September 13, 2021, Global (Mr. Cannon) and its counsel, EGS, and I-Bankers (Mr. McCloskey and Mr. Liu) and its counsel Haynes & Boone) met via teleconference to discuss the particulars of potential backstop financing arrangements.

On September 14, 2021, Global (Mr. Cannon) and Gorilla (Mr. Nii) had an online meeting to review a draft backstop term sheet prepared by Global and EGS. Key items of discussions included the amount of investment, consideration structure, potential call rights, and closing conditions.

On September 15, 2021, Global (Mr. Cannon) and its counsel, EGS, and Gorilla (Messrs Koh and Yen) and its counsel met via teleconference to discuss the process of negotiating the business combination agreement and certain open issues.

On September 15, 2021 and various times over the course of several months, representatives of both Global and Gorilla along with representatives from I-Bankers engaged in discussions with various potential investors regarding a potential financing transaction to support the business combination.

On September 17, 2021, Global (Mr. Chandan) & Gorilla (Dr. Koh, Mr. Alan Luo (CTO), and Mr. Felix Song (Chief Solutions Officer)) had a due diligence call to discuss Global’s current and potential customer arrangements and research & development activities.

On September 22, 2021 EGS received Lee & Li’s initial due diligence report regarding Taiwanese legal matters and Gorilla. The report did not indicate any major issues impacting the proposed transaction.

On September 24, 2021, Global had an update call with Mr. Nii to review efforts to secure potential financing to support the transaction.

On September 24, 2021, Global (Mr. Cannon) and its counsel, EGS, and Gorilla’s counsel, K&L Gates, met via teleconference on which Mr. Cannon updated the legal advisors on the state of negotiations between Global and Gorilla.

On September 29, 2021, Messrs. Chandan and Cannon had an update call with Mr. Nii, to discuss the composition of the board of directors after the business combination and recruitment of additional potential board members.

Throughout October, November and December 2021, Global’s U.S., Cayman Islands and Taiwan counsel conducted a legal due diligence investigation of Gorilla.

On October 15, 2021, representatives of Global and Gorilla had a call to review the draft PCAOB audit financials.

On October 21, 2021, Mr. Chandan of Global and Messrs. Koh, Luo and Song of Gorilla, as part of Global’s due diligence process, had a call to further discuss Gorilla’s existing technology capabilities, as well as its current and incoming customers. This included understanding Gorilla’s smart city solutions, convergence of IoT, IT and CT devices and its Platform for Regional and Vertical Business Needs.

On October 21, 2021, Global (Messrs. Chandan and Cannon) had a further update call with Mr. Nii, Chairman of Gorilla, to review efforts to secure potential financing to support the transaction. This included potentially exploring some of SBI’s investor relationships in Japan.

On October 28, 2021, EGS sent to Gorilla and its counsel, K&L Gates, a revised draft of the business combination agreement.

On October 29, 2021, Messrs. Chandan and Cannon were invited to a meeting of the Gorilla Board of Directors to provide Gorilla’s board with updates on the potential financing discussions and to discuss timelines for closing and availability of cash at closing.

On November 2, 2021, Messrs. Chandan and Cannon conducted a call with Dr. Koh and Mr. Yen to discuss the updated projections for Gorilla based on current market trends. The numbers were further revised and tightened in line with the competitors following the call.

On November 3, 2021, Messrs. Chandan and Cannon had a call with Mr. Yen to provide him a status update on Global’s call with a potential investor and to discuss next steps.

On November 9, 2021, Messrs. Chandan and Cannon conducted a call with Dr. Koh and Mr. Yen to discuss the various proposed financing term sheets and Gorilla’s options for moving forward.

On November 11 & 12, 2021, Messrs. Chandan conducted various calls with Dr. Koh to discuss various post de-SPAC business objectives, including but not limited to:

On November 12, 2021, EGS received from Lee & Li, an updated in-process due diligence report regarding Gorilla and related Taiwanese legal matters. The report did not indicate any major issues impacting the proposed transaction.

From December 11 to 13, 2021, Global received final due diligence reports from (i) Lee & Li, regarding Taiwanese legal matters, (ii) EGS, regarding U.S. legal matters, and (iii) Maples and Calder (Cayman) LLP, regarding Cayman legal matters.

From November 16 to November 18, 2021, Messrs. Chandan and Cannon conducted various calls with Dr. Koh & Mr. Yen to discuss topics including, (i) post-announcement coordination with various third-party advisors, (ii) seeking Gorilla board and shareholder feedback on various financing term sheets presented and status of discussions, including with potential anchor investors and backstop investors, (iii) developing a marketing plan and message, and (iv) preparing documentation for all of the above.

On November 26, 2021, Messrs. Chandan and Cannon were invited to a meeting of the Gorilla Board of Directors to provide Gorilla’s board with updates on the potential financing discussions, discuss timelines for closing and respond any concerns the Board members may have on the various financing options available. The call also included discussions on the BCA around various covenants, representations and warranties and closing conditions.

On November 30 2021, Messrs. Chandan and Cannon conducted a call with Mr. Yen to understand the Board’s interest and their approval on the items discussed on November 26, 2021.

On December 1, 2021, Messrs. Chandan and Cannon had a further update call with Mr. Nii to review ongoing financing efforts.

On December 3, 2021, Global reconvened an adjourned board meeting of Global, originally held on November 28, 2021, to further discuss and agree on the financing terms laid out in the term sheets secured from potential investors. On that same day, Messrs. Chandan and Cannon were invited by the Gorilla Board to discuss the submitted term sheets and to understand the best possible solutions for the business.

On December 6, 2021, Global (Mr. Cannon) and its counsel, EGS, and Gorilla, and its counsel, K&L Gates, met by teleconference on which Mr. Cannon updated the advisors on the current state of negotiations related to the business combination and the fund raising and backstop financing discussions.

On December 7, 2021, K&L Gates circulated a revised draft of the business combination agreement. This draft reflected the deletion of a proposed earnout payment to Gorilla holders and other negotiated changes.

On December 11, 2021, EGS circulated a revised draft of the business combination agreement. This draft reflected the addition of provisions relating to a proposed PIPE transaction as well as a proposed backstop facility.

On December 13, 2021, Global’s Board of Directors met by virtual teleconference to consider the business combination and to receive an update on the status of potential PIPE and backstop financing transactions. After a detailed presentation from Mr. Chandan and Mr. Cannon the meeting was adjourned to allow Global management to continue to negotiate the financing transactions. On the same day, Messrs. Cannon and Chandan and Global’s counsel, EGS, met with Gorilla (Mr. Yen) and its counsel, K&L Gates, for an update on the status of the financing transaction and a discussion of the steps necessary to get to executed definitive agreements.

Key issues included timing of the F-4 filing and post-deal announcement calendar, proposed PIPE Investor deal consideration and default provisions, amongst others.

On December 17, 2021, K&L Gates circulated a revised draft of the business combination agreement. This draft reflected the deletion of the provisions concerning the proposed PIPE and backstop financing transaction. PIPE discussions stalled due to failure to agree on terms relating to certain default penalties, and the parties determined to proceed to finalize the business combination agreement prior to securing definitive PIPE commitments. .

On December 19, 2021, Global’s Board of Directors reconvened its adjourned meeting and passed resolutions authorizing the execution of the Business Combination Agreement.

On December 21, 2021, Global and Gorilla executed the Business Combination Agreement and issued a press release publicly announcing the transaction, following both Global and Gorilla Boards of Directors approval.

The parties have continued and expect to continue regular discussions regarding the execution and timing of the Business Combination and to take actions and exercise their respective rights under the Business Combination Agreement to facilitate the completion of the Business Combination.

Global’s Board of Directors’ Reasons for the Business Combination and The Recommendation of the Board of Directors

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

•        Financial data of public companies that are comparable to Gorilla

The presentation to the Global Board of Directors included the following qualitative and quantitative evaluations made by the Global management team regarding Gorilla in order to enable its board of directors to ascertain the reasonableness of the consideration being paid:

Global’s management and Board members also discussed a variety of uncertainties and risks factors concerning the Business Combination, including, but not limited to, the following:

•        Level of public company readiness and internal preparation

•        Ability to meet increased filing requirements, transparency, compliance, scrutiny by investors and analysts, and overall accountability for delivering on promises.

•        Ability to successfully execute business strategy and global expansion plan.

•        Ability to meet financial goals, improve internal systems and functions, and maintain effective leadership

•        Understanding Market Risk — understanding of the current macro-economic trend and the potential for weak macroeconomic conditions globally or in parts of the world to result in lower market growth that falls below expectations and thereby generates lower revenues.

•        Changes in government legislation and regulations in several jurisdictions, which may cause increased obligations and restrictions relating to protection of privacy and processing of personal data, and related challenges and costs of compliance.

•        Potential for intellectual property infringement by third parties in jurisdictions in which Gorilla operates. Gorilla’s business and operating results may be adversely affected if it is not able to adequately protect its intellectual properties, such as patents, copyrights, domain names, trademarks, and other intellectual properties or confidential information or technology.

•        Various other risks associated with the business of Gorilla, as described in the section entitled “Risk Factors” appearing elsewhere in this proxy statement/prospectus.

The potential benefits expected to be achieved by Global and its shareholders resulting from the Business Combination outweighed the potentially negative factors associated with the Business Combination. Accordingly, Global’s Board determined that the Business Combination was advisable, fair to, and in the best interests of, Global and its shareholders.

Certain Projected Financial Information

In connection with Global’s due diligence of Gorilla, Gorilla’s management provided Global with Gorilla’s historical financial performance and an internally prepared forecast for a period of five years (the “Projections”) prepared by Gorilla management in June 2021.The Projections were disclosed to Global for use as a component in its overall evaluation of Gorilla and should not be viewed as public guidance. Furthermore, the Projections do not take into account any circumstances or events occurring after the date on which the Projections were reviewed by Global’s management in June 2021 and once again in November 2021.

The Projections were not prepared with a view to public disclosure or in compliance with GAAP, the published guidelines of the SEC, or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Furthermore, the Projections included herein have not been updated to reflect actual results that have been set forth in Gorilla’s audited financial statements included elsewhere in this proxy statement/prospectus. Neither Global, Gorilla, nor any of their respective affiliates intends to, and, except to the extent required by applicable law, each of them expressly disclaims any obligation to, update, revise or correct the Projections to reflect circumstances existing or arising after the date such Projections were generated or to reflect the occurrence of future events, even if any or all of the assumptions underlying the Projections are shown to be in error or any of the Projections otherwise would not be realized.

The Projections included in this proxy statement/prospectus, which are included only because such projections were provided to Global, have been prepared by, and are the responsibility of, Gorilla’s management. Neither PricewaterhouseCoopers, Taiwan nor any independent accountants, have audited, reviewed, examined, compiled or applied agreed-upon procedures with respect to the Projections and, accordingly, PricewaterhouseCoopers, Taiwan does not express an opinion or any other form of assurance with respect thereto. The report of PricewaterhouseCoopers, Taiwan included in this proxy statement/prospectus, relates to Gorilla’s previously issued historical financial statements. It does not extend to the Projections and should not be read to do so.

Gorilla believes that the assumptions used to derive the Projections were prepared on a reasonable basis, reflected the best estimates and judgments of Gorilla based on information available to management in August 2021 and November 2021 and presented, to the best of its knowledge and belief, the expected course of action and the expected future financial performance of Gorilla as of that date. The Projections are subjective in many respects and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. As a result, there can be no assurance that the Projections will be realized or that actual results will not be significantly higher or lower than estimated. Since the Projections cover multiple years, that information by its nature becomes less predictive with each successive year. Gorilla has not warranted the accuracy, reliability, appropriateness or completeness of the Projections to anyone, including Global. Neither Gorilla’s management nor its representatives has made or makes any representations to any person regarding the ultimate performance of Gorilla relative to the Projections. The Projections are not fact nor a guarantee of actual future performance; they are forward-looking in nature and inherently subject to significant risks and uncertainties, including the various risks and uncertainties set forth in the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” The future financial results of Gorilla may differ materially from those expressed in the Projections due to factors beyond Gorilla’s ability to control or predict.

The Projections were initially developed in good faith by Gorilla’s management in June 2021 based on management’s reasonable best estimates and facts, circumstances and information available at the time and updated in November 2021, and considered the following material assumptions:

•        No COVID-19 impact on recruitment efforts, key members are appointed in early Q1 2022, including Exec Chair, CSO, CTO, and FD, as well as key additions to the internal sales team, and no staff attrition following the Business Combination

•        Active sales discussions are not adversely affected by the Business Combination or COVID-19

•        Sales colleagues will become increasingly productive, reaching their peak productivity within 18 months from the date of the Business Combination

•        No delivery lead times and revenues from new lines of business will start to be recognized on closing a sale

•        Completion of Business Combination is in Q1 2022 with over $75 million in cash available for use by the post-combination entity

•        No P&L impact of share-based incentive payments

•        75% year-over-year retention of new lines of business

•        Other receivables, prepayments, restricted assets do not vary dynamically with revenue

•        Other current liabilities, other non-current liabilities and deferred income tax do not vary

In preparing the financial model associated with the Projections, Gorilla’s management relied on a number of factors, including its executive team’s significant experience and management’s observations regarding the emergence of decision intelligence, increased need of cybersecurity, data processing at the device level and other AI trends at the time the Projections were prepared in July 2021. While prepared and provided to Global with numerical specificity, the Projections are forward-looking and reflect numerous estimates and assumptions with respect to future industry performance, consumer and market trends and general business, economic, market, regulatory and financial conditions and various other factors and future events, as well as matters specific to Gorilla’s business and the market in which Gorilla operates, all of which are difficult to predict and many of which are beyond Gorilla’s control. These projections and forecasts are inherently subject to change over time and are based on various estimates and assumptions that are subject to the judgment of those preparing them and subject to interpretation by others and which estimates and assumptions are also subject to risks and uncertainties, including the following risks:

•        Future valuation depends on overall market conditions

•        COVID-19 impact and further lockdowns

•        Decreased government infrastructure spending plans

•        Recruitment & Staffing retention

•        Timely completion of the merger

For additional risks that may cause the projections and the underlying estimates and assumptions to be wrong, see the risks and uncertainties contained in the sections entitled “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors,” including but not limited to the risk factor titled “The projections and forecasts presented in this proxy statement/prospectus may not be an indication of the actual results of the transaction or Gorilla’s future results.”

The Projections are not included in this proxy statement/prospectus in order to induce shareholders to vote in favor of any of the proposals at the extraordinary general meeting.

Certain of the measures included in the Projections are non-GAAP financial measures, including EBITDA. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by Gorilla are not reported by all of their competitors and may not be comparable to similarly titled amounts used by other companies.

Global encourages you to review the financial statements of Gorilla included in this proxy statement/prospectus, as well as the historical financial information included herein and the financial information in the section entitled “Unaudited Pro Forma Condensed Consolidated Combined Financial Information” in this proxy statement/prospectus, and to not rely on any single financial measure.

The key elements of the Projections provided to Global are summarized below:

(1)     EBITDA is defined as gross profit (loss) from operations adjusted for depreciation, amortization, and interest expense. We caution investors that amounts presented in accordance with our definition of EBITDA may not be comparable to similar measures disclosed by other issuers, because not all issuers calculate EBITDA in the same manner. EBITDA should not be considered as an alternative to net loss or any other performance measures derived in accordance with GAAP or as an alternative to cash flows from operating activities as a measure of our liquidity.

(2)    Gorilla estimates that it will have revenue of approximately $45.2 million and gross profit (loss) of approximately $18.1 million for the year ended December 31, 2021. In addition, Gorilla’s EBITDA for the year ending December 31, 2021 is estimated to be $3.2million. EBITDA of $3.2 million was calculated by taking Gorilla’s nearest comparable GAAP measure, gross profit (loss) from operations of $6 million, and subtracting depreciation, amortization expense and an interest expense of $9.2 million.

The preliminary financial data included in this proxy statement/prospectus has 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.

(3)     Based on its results of operations to date and its best estimates for its financial performance for the remainder of the fiscal year, Gorilla expects that it will achieve the projected 2021 financial results provided in this proxy statement/prospectus in all material respects. Investors are cautioned, however, to not place undue reliance on such expectation for 2021 results. There can be no assurance the projected results for 2021 will be realized or that actual results will not be significantly higher or lower than estimated.

Using a future valuation date of December 31, 2025, Gorilla’s enterprise value (“EV”) was calculated by applying 2026E revenue of $403 million to an EV / NTM revenue multiple range of 10.1x – 20.6x, based on blended upper and lower peer quartiles discussed in more detail below, which blend results in an implied midpoint future EV of $6.2 billion.

Gorilla’s implied future EV is then discounted 20% p.a. over a 4-year period to arrive at an implied discounted EV of $3.0 billion.

The fully diluted pro forma transaction value of $708 million reflects a discount of over 75% to Gorilla’s implied discounted EV of $3.0 billion as of the end of 2021.

Benchmark Analysis

Global’s management primarily relied upon a discounted future valuation methodology based on a comparable company analysis to assess the value that the public markets would likely ascribe to the post-combination entity, and this analysis was presented to the Global Board of Directors. The relative valuation analysis was based on selected companies with publicly available information and with businesses similar or adjacent to Gorilla’s business. The selected companies were chosen because they were determined by Global’s management to be the most relevant in their particular sector (but, for the avoidance of doubt, each of the selected companies is not necessarily a direct competitor of Gorilla). Global’s management presented data from comparable companies based on various metrics, but not limited to:

•        Unique product positioning, with significant differentiators to competition

•        Proven track record with proven growth stories

•        Generating high gross margins, path to profitability

•        Highly visible SaaS models with proven revenues

•        Rapidly evolving with the market needs

•        Local to global expansion proof

The table below shows a comparison of Gorilla’s pro forma EV multiples against comparable companies based on revenues and gross margins for 2020 and 2022. The 2022 values are based on projected results; the 2020 numbers are actuals. Valuations are taken from S&P Capital IQ as at November 22, 2021. Both Gorilla’s projected pro-forma 2022 EV/revenue and EV/gross margin are lower than the average for the peer group — implying that the transaction is appropriately priced.

There is considerable variability in the multiples of individual companies within the peer groups, as illustrated by the analysis of lower and upper quartile thresholds below.

Components of the Peer Group:

SaaS: Five9, Inc., HubSpot, Inc., RingCentral, Inc., ServiceNow, Inc., Veeva Systems Inc., Atlassian Corporation Plc, Twilio Inc., Shopify Inc., Okta, Inc., Paycom Software, Inc., MongoDB, Inc., DocuSign, Inc., Smartsheet Inc., Zscaler, Inc., CrowdStrike Holdings, Inc., Dynatrace, Inc., Datadog, Inc., Cloudflare, Inc., Sprout Social, Inc., Snowflake Inc., Unity Software Inc., Olo Inc., Alkami Technology, Inc.

Automation Software: NVIDIA Corporation, Alphabet Inc., salesforce.com, inc., Microsoft Corporation, Twilio Inc., Facebook, Inc., Tencent Holdings Limited, DocuSign, Inc., C3.ai, Inc., Palantir Technologies Inc., Cloudera, Inc., Arista Networks, Inc., Akamai Technologies, Inc., Fastly, Inc., Cloudflare, Inc., Darktrace plc, Xilinx, Inc.

Automation Technology: Trimble Inc., Rockwell Automation, Inc., Keyence Corporation, Hexagon AB (publ), Cognex Corporation

Satisfaction of 80% Test

It is a requirement under the Global Articles that any business acquired by Global have a fair market value equal to at least 80% of the balance of the funds in the trust account (excluding the deferred underwriting commissions and taxes payable) at the time of the execution of a definitive agreement for an initial business combination. The balance of the funds in the Trust Account (excluding deferred underwriting commissions and taxes payable) at the time of the execution of the Business Combination Agreement with Gorilla was approximately $163.3 million and 80% thereof represents $130.7 million. Global’s board of directors has determined that the fair market value of the Gorilla meets this test.

In making such determination, Global’s board of directors considered, among other factors, the implied valuation of Gorilla based on comparable publicly traded companies in addition to Gorilla’s likely prospects of substantial revenue generation based on the strength of its proprietary technology, its existing technology partners and sales distribution channels (as discussed in the section of this proxy statement/prospectus entitled “Proposal One — The Business Combination Proposal — Global’s Board of Directors’ Reasons for the Business Combination and the Recommendation of the Board of Directors”). As a result, Global’s board of directors concluded that the fair market value of Gorilla was significantly in excess of 80% of the funds held in the Trust Account (excluding the deferred underwriting commissions and taxes payable).

Interests of Certain Persons in the Business Combination

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

•        If the Business Combination with Gorilla or another business combination is not consummated by April 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 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 April 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.

•        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 April 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 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.

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 upon consummation.

Regulatory Matters

The Business Combination is not subject to any U.S. or other federal or state regulatory requirement or approval, except for filings with the Companies Act necessary to effectuate the Business Combination.

Resolution to be Voted Upon

The full text of the resolution to be proposed is as follows:

“RESOLVED, as a special resolution, that:

(a)     Global’s entry into the Business Combination Agreement dated as of December 21, 2021 (as amended, restated, supplemented and/or otherwise modified from time to time), 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 a Cayman Islands exempted company (“Gorilla”) be confirmed, ratified and approved in all respects;

(b)    Global be authorized to merge with Merger Sub so that Global be the surviving company and all the undertaking, property and liabilities of Merger Sub vest in Global by virtue of such merger pursuant to the Companies Act (As Revised);

(c)     the Plan of Merger, a copy of which is attached to this proxy statement/prospectus as Annex C (the “Plan of Merger”), be authorized, approved and confirmed in all respects and Global be authorised to enter into the Plan of Merger;

(d)    upon the Effective Date (as defined in the Plan of Merger):

i.       the name of Global is changed from “Global SPAC Partners Co.” to “Gorilla Technology Group Inc.”;

ii.      the Amended and Restated Memorandum and Articles of Association of Global currently in effect be amended and restated by their deletion in their entirety and the substitution in their place of the Amended and Restated Memorandum and Articles of Association annexed to the Plan of Merger;

iii.     the authorized share capital of Global be re-designated as follows:

From: US$22,100 divided into 200,000,000 Class A ordinary shares of a par value of US$0.0001 each, 20,000,000 Class B ordinary shares of a par value of US$0.0001 each and 1,000,000 preference shares of a par value of US$0.0001 each;

To: US$22,100 divided into 221,000,000 shares of a par value of US$0.0001 each;

By: the re-designation of the 200,000,000 Class A ordinary shares of a par value of US$0.0001 each into 200,000,000 shares of a par value of US$0.0001 each;

By: the re-designation of the 20,000,000 Class B ordinary shares of a par value of US$0.0001 each into 20,000,000 shares of a par value of US$0.0001 each;

By: the re-designation of the 1,000,000 preference shares of a par value of US$0.0001 each into 1,000,000 shares of a par value of US$0.0001 each;

(e)     the Plan of Merger be executed by any one Director on behalf of Global and any Director or Maples and Calder (Cayman) LLP, on behalf of Maples Corporate Services Limited, be authorised to submit the Plan of Merger, together with any supporting documentation, for registration to the Registrar of Companies of the Cayman Islands; and

(f)     all actions taken and any documents or agreements executed, signed or delivered prior to or after the date hereof by any Director or officer of Global in connection with the transactions contemplated be confirmed, ratified and approved in all respects.

Vote Required for Approval

The approval of the Business Combination Proposal will require 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.

The approval of the Business Combination Proposal is a condition to the consummation of the Transactions. If the Business Combination Proposal is not approved, the other proposals (except an Adjournment Proposal, as described below) will not be presented to the Global shareholders for a vote.

Recommendation of Global’s Board of Directors

GLOBAL’S BOARD OF DIRECTORS RECOMMENDS THAT THE GLOBAL SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE BUSINESS COMBINATION PROPOSAL.

No 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.

Resale of Gorilla Ordinary Shares

The Gorilla ordinary shares to be issued in connection with the Business Combination will be freely transferable under the Securities Act except for shares issued to any shareholder who may be deemed for purposes of Rule 144 under the Securities Act an “affiliate” of Global immediately prior to the Effective Time or an “affiliate” of Gorilla following the Business Combination. Persons who may be deemed to be affiliates include individuals or entities that control, are controlled by, or are under common control with, Gorilla or Global (as appropriate) and may include the executive officers, directors and significant shareholders of Gorilla or Global (as appropriate).

Stock Exchange Listing of Gorilla Ordinary Shares

Gorilla will use commercially reasonable efforts to cause, prior to the Effective Time, the Gorilla ordinary shares and warrants issuable pursuant to the Business Combination Agreement to be approved for listing on Nasdaq under the symbols “GRRR” and “GRRRW,” respectively, subject to official notice of issuance. Approval of the listing on Nasdaq of the Gorilla ordinary shares and warrants (subject to official notice of issuance) is a condition to each party’s obligation to complete the Business Combination.

Delisting and Deregistration of Global Securities

If the Business Combination is completed, Global units, subunits and warrants will be delisted from Nasdaq and will be deregistered under the Exchange Act.

Combined Company Status as a Foreign Private Issuer under the Exchange Act

Following the consummation of the Business Combination, Gorilla expects to be a “foreign private issuer” under SEC rules. Consequently, upon consummation of the Business Combination, the combined company will be subject to the reporting requirements under the Exchange Act applicable to foreign private issuers. The combined company will be required to file its annual report on Form 20-F with the SEC. In addition, the combined company will furnish reports on Form 6-K to the SEC regarding certain information required to be publicly disclosed by the combined company that is distributed or required to be distributed by the combined company to its shareholders.

Based on its foreign private issuer status, the combined company will not be required to file periodic reports and financial statements with the SEC as frequently or as promptly as a U.S. company whose securities are registered under the Exchange Act. The combined company will also not be required to comply with Regulation FD, which addresses certain restrictions on the selective disclosure of material information. In addition, among other matters, the combined company officers, directors and principal shareholders will be exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of the Gorilla ordinary shares.

PROPOSAL TWO — THE CHARTER PROPOSALS

The Charter Proposals, if approved, will approve the following material differences between the Global Articles and the Gorilla Articles to be in effect following the Business Combination:

•        the name of the new public entity will be “Gorilla Technology Group Inc.” as opposed to “Global SPAC Partners Co.”;

•        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;

•        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

•        the Gorilla Articles do not include the various provisions applicable only to special purpose acquisition corporations that the Global Articles contain.

In the judgment of Global’s board of directors, the Charter Proposals are desirable for the following reasons:

•        the name of the new public entity is desirable to reflect the Business Combination and the combined business going forward;

•        the single class of ordinary shares is desirable because all shares of Class B ordinary share will be exchanged for Gorilla ordinary shares upon the closing of the Business Combination and because it will allow Gorilla to have a streamlined capital structure; and

•        the provisions that relate to the operation of Global as a blank check company prior to the consummation of its initial business combination would not be applicable after the Business Combination (such as the obligation to dissolve and liquidate if a business combination is not consummated in a certain period of time).

For a comparison of the Global Articles and Gorilla Articles, see “Comparison of Rights of Gorilla Shareholders and Global Shareholders.”

Pursuant to the Business Combination Agreement, the approval of the Charter Proposals is a condition to the adoption of the Business Combination Proposal and vice versa. Accordingly, if the Business Combination Proposal is not approved, the Charter Proposals will not be presented at the extraordinary general meeting.

A copy of the Gorilla Articles, as will be in effect assuming approval of all of the Charter Proposals and upon consummation of the Transactions, is attached to this proxy statement/prospectus as Annex B.

Resolution to be Voted Upon

“RESOLVED, as an ordinary resolution, that the following material differences between the Global Articles and the Gorilla Articles to be in effect following the Business Combination be approved in all respects:

•        the name of the new public entity will be “Gorilla Technology Group Inc.” as opposed to “Global SPAC Partners Co.”;

•        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;

•        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

•        the Gorilla Articles do not include the various provisions applicable only to special purpose acquisition corporations that the Global Articles contains.”

Vote Required for Approval

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.

Recommendation

GLOBAL’S BOARD OF DIRECTORS RECOMMENDS THAT GLOBAL SHAREHOLDERS VOTE “FOR” THE APPROVAL OF EACH OF THE CHARTER PROPOSALS.

PROPOSAL THREE — THE NASDAQ PROPOSAL

Overview

Global is proposing the Nasdaq Proposal in order to comply with Nasdaq Listing Rule 5635. Under Nasdaq Listing Rule 5635(a), shareholder approval is required prior to the issuance of securities in connection with the acquisition of another company if such securities are not issued in a public offering and (A) have, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of ordinary shares (or securities convertible into or exercisable for ordinary shares); or (B) the number of ordinary shares to be issued is or will be equal to or in excess of 20% of the number of ordinary shares outstanding before the issuance of the stock or securities. Under Nasdaq Listing Rule 5635(b), stockholder approval is required prior to the issuance of securities when the issuance or potential issuance will result in a change of control.

Pursuant to _______________, it is anticipated that Global will issue to ________________ as _____________ in the Business Combination _____________ Global Ordinary Shares and _____________ warrants.

If the Nasdaq Proposal is adopted, _____________ Global Ordinary Shares and ____________ Global warrants are issued to _______________ as ____________ in the Business Combination, it is anticipated that the Gorilla shareholders will hold _________% of the outstanding shares of combined company’s stock immediately following Closing, under certain assumptions.

Resolution to be Voted Upon

“RESOLVED, as an ordinary resolution, that, for purposes of complying with Nasdaq Listing Rule 5635, the issuance of _________ ordinary shares of Global and __________ warrants of Global in the Business Combination be approved in all respects.”

Vote Required for Approval

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.

Recommendation

GLOBAL’S BOARD OF DIRECTORS RECOMMENDS THAT GLOBAL SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE NASDAQ PROPOSAL.

PROPOSAL FOUR — THE ADJOURNMENT PROPOSAL

The Adjournment Proposal, if adopted, will allow Global’s board of directors to adjourn the extraordinary general meeting to a later date or dates, if necessary. In no event will Global solicit proxies to adjourn the extraordinary general meeting or consummate the Transactions beyond the date by which it may properly do so under the Global Articles. The purpose of the Adjournment Proposal is to provide more time to meet the requirements that are necessary to consummate the Transactions. See the section titled “Proposal One — The Business Combination Proposal — Interests of Certain Persons in the Business Combination.”

Consequences If the Adjournment Proposal Is Not Approved

If the Adjournment Proposal is presented to the meeting and is not approved by the shareholders, Global’s board of directors may not be able to adjourn the extraordinary general meeting to a later date or dates. In such event, the Transactions would not be completed.

Resolution to be Voted Upon

“RESOLVED, as an ordinary resolution, that the adjournment of the extraordinary general meeting to a later date or dates, if necessary, if the parties are not able to consummate the Business Combination be approved in all respects.”

Vote Required for Approval

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.

Recommendation

GLOBAL’S BOARD OF DIRECTORS RECOMMENDS THAT GLOBAL SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE ADJOURNMENT PROPOSAL.

THE BUSINESS COMBINATION AGREEMENT AND ANCILLARY AGREEMENTS

For a discussion of the Business Combination structure and merger consideration provisions of the Business Combination Agreement, see the section entitled “Proposal One — The Business Combination Proposal.” Such discussion and the following summary of other material provisions of the Business Combination Agreement and the ancillary agreements is qualified by reference to the complete text of the Business Combination Agreement and the ancillary agreement and a copy of the Business Combination Agreement is attached as Annex A to this proxy statement/prospectus. Global shareholders are encouraged to read the Business Combination Agreement and the ancillary agreements in their entirety for a more complete understanding of the Business Combination.

The Business Combination Agreement and the ancillary agreements summary below is included in this proxy statement/prospectus only to provide you with information regarding the terms and conditions of the Business Combination Agreement and the ancillary agreements and not to provide any other factual information regarding Global, Gorilla or their respective businesses. Accordingly, the representations and warranties and other provisions of the Business Combination Agreement and the ancillary agreements should not be read alone, but instead should be read only in conjunction with the information provided elsewhere in this proxy statement/prospectus.

Business Combination Agreement

The Merger

Pursuant to the Business Combination Agreement, at the Closing of the Merger and following the Recapitalization, which is described below (i) Merger Sub will merge with and into Global, with Global continuing as the surviving entity and a wholly-owned subsidiary of Gorilla; (ii) the Global Ordinary Shares will be converted into an equal number of Gorilla ordinary shares; (iii) Global warrants will be converted into Gorilla warrants purchase the same number of Global Ordinary Shares at the same exercise price and for the same exercise period; (iv) Global will become a wholly owned subsidiary of Gorilla; and (v) Global will have a restated certificate of incorporation.

The Recapitalization

Prior to the Closing, but subject to the completion of the Closing, Gorilla will affect the Recapitalization of its outstanding equity securities so that the only class of outstanding equity of Gorilla will be the Gorilla ordinary shares (and certain options to be rolled over in connection with the Merger). To effect the Recapitalization, (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, treating rolled-over options on a net exercise 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”.

Closing and Effective Time of the Merger

The closing of the Merger will take place on the second business day following the satisfaction or waiver of the conditions set forth in the Business Combination Agreement and summarized below under the subsection entitled “— Conditions to Closing,” unless Global and Gorilla agree in writing to another time or unless the Business Combination Agreement is terminated pursuant to its terms.

Representations and Warranties

The Business Combination Agreement contains representations and warranties of Gorilla and its subsidiaries, including Merger Sub, that are customary for transactions of this nature, including with respect to, among other things: (i) organization and standing; (ii) authorization; (iii) capitalization; (iv) subsidiaries; (v) noncontravention; (vi) government approvals; (vii) financial statements; (viii) absence of certain changes; (ix) litigation; (x) taxes; (xi) privacy and data security; (xii) compliance with laws; (xiii) material contracts; (xiv) intellectual property; (xv) company permits (xvi) anti-bribery and anti-corruption; (xvii) employee and labor matters; (xviii) employee benefit plans; (xix) real property; (xx) related party transactions; (xxi) customers and suppliers; (xxii) the Investment Company Act; (xxiii) information to be supplied for the Registration Statement (as defined below); (xxiv) finders and brokers; and (xxv) insurance.

The Business Combination Agreement contains representations and warranties of Global that are customary for transactions of this nature, including with respect to, among other things: (i) organization and standing; (ii) authorization; (iii) capitalization; (iv) noncontravention; (v) government approvals; (vi) reports filed with the SEC, financial statements and Nasdaq listing; (vii) absence of certain changes; (viii) compliance with laws; (ix) litigation and permits; (x) taxes; (xi) employee and employee benefit plans; (xii) properties, (xiii) material contracts; (xiv) transactions with affiliates; (xv) the Investment Company Act and JOBS Act; (xvi) finders and brokers; (vii) anti-bribery and anti-corruption; (viii) insurance; (xix) information to be supplied for the Registration Statement (as defined below); and (xxi) Global’s trust account.

Certain of the representations and warranties are qualified by materiality or Material Adverse Effect (as hereinafter defined), as well as information provided in the disclosure schedules to the Business Combination Agreement. As used in the Business Combination Agreement, “Material Adverse Effect” means, with respect to any specified person or entity, any fact, event, occurrence, change or effect that has, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect upon (i) the business, assets, Liabilities, results of operations or condition (financial or otherwise), of such person or entity and its subsidiaries, taken as a whole, or (ii) the ability of such person or entity or any of its Affiliates on a timely basis to consummate the transactions contemplated by the Business Combination Agreement or the ancillary documents relating to the Business Combination Agreement to which such person or entity is a party or bound or to perform the obligations of such person or entity thereunder, in each case, subject to certain customary exceptions.

No Survival

The representations and warranties of the parties contained in the Business Combination Agreement terminate as of, and do not survive, the Closing, and there are no indemnification rights for another party’s breach. The covenants and agreements of the parties contained in the Business Combination Agreement do not survive the Closing, except those covenants and agreements to be performed after the Closing, which covenants and agreement will survive until fully performed.

Covenants of the Parties

Each party agreed in the Business Combination Agreement to use its commercially reasonable efforts to effect the Closing. The Business Combination Agreement also contains certain customary covenants by each of the parties during the period between the signing of the Business Combination Agreement and the earlier of the Closing or the termination of the Business Combination Agreement in accordance with its terms (the “Interim Period”), including those relating to: (1) the provision of access to their properties, contracts, books, financial and operating data and other similar information; (ii) the operation of their respective businesses in the ordinary course of business; (iii) the provision of financial statements by Gorilla to Global; (iv) efforts to minimize the amount of funds in Global’s trust account redeemed by Global’s shareholders; (v) efforts to enter into and consummate a private placement and/or backstop arrangements with potential investors (the “PIPE Investment”); (vi) Global’s public filings; (vii) no insider trading; (viii) efforts to obtain all necessary regulatory approvals and consummate the Closing; (ix) further assurances; (x) public announcements; (xi) confidentiality; (xii) appointment of the post-Closing board of directors of Gorilla (the “Post-Closing Board”); (xiii) approval and adoption of the equity plan of Gorilla; (xiv) filing under Section 16 of the Exchange Act; (xv) Nasdaq listing; and (xvi) notification of certain matters during the Interim

Period. Each party also agreed during the Interim Period not to solicit, initiate or knowingly facilitate or assist the making, submission or announcement of or intentionally encourage or enter into any inquiry, proposal or offer, or any indication of interest in making an offer or proposal for an alternative competing transactions, to notify the others as promptly as practicable in writing (and in any event within 48 hours) of the receipt of any bona fide inquiries, proposals or offers, requests for information or requests relating to an alternative competing transaction or any requests for non-public information relating to such transaction, and to keep the other party informed of the status of any such inquiries, proposals, offers or requests for information. The Business Combination Agreement also contains certain customary post-Closing covenants regarding (a) maintenance of books and records; (b) tax matters; (c) indemnification of directors and officers and the purchase of tail directors’ and officers’ liability insurance; and (d) use of trust account proceeds.

In addition, Gorilla agreed to obtain its required shareholder approvals in the manner required under its organizational documents and applicable law for, among other things: (i) the adoption and approval of the Business Combination Agreement and the Transactions (including, to the extent required, the Recapitalization and the issuance of securities of Gorilla pursuant to the Business Combination Agreement (including, if applicable, in connection with a PIPE Investment)); (ii) the approval of the restated Gorilla organizational documents; (iii) the issuance of Gorilla ordinary shares and Gorilla warrants pursuant to the Business Combination Agreement; and (iv) the appointment of the members of the Post-Closing Board, and agreed to enforce the Voting Agreements (as defined and described below) in connection therewith.

The parties made customary covenants regarding the registration statement on Form F-4 to be filed by Gorilla with the SEC under the Securities Act to register the Gorilla ordinary shares and the warrants to purchase Gorilla ordinary shares to be issued under the Business Combination Agreement to the holders of the ordinary shares of Global and Gorilla ordinary shares issuable upon exercise or conversion of the warrants to purchase Gorilla ordinary shares that were outstanding prior to the Effective Time. The Registration Statement also will contain the Global proxy statement to seek the consent of Global shareholders to, among other things, (i) adopt and approve the Business Combination Agreement and the Transactions; and (ii) approve the amended memorandum and articles of association of Gorilla in connection with the Merger.

Conditions to Closing

The Business Combination Agreement contains customary conditions to Closing, including the following mutual conditions of the parties (unless waived) in addition to the delivery of customary certificates and other Closing deliverables: (i) approval of the shareholders of Global and Gorilla; (ii) approvals of certain specified governmental authorities and, if applicable; (iii) no law or order preventing the Transactions; (iv) the Registration Statement having been declared effective by the SEC; (v) the representations and warranties of the other applicable parties being true and correct as of the date of the Business Combination Agreement and as of the Closing (subject to certain materiality qualifiers), and such parties having performed in all material respects their respective obligations and complied in all material respects with their respective covenants and agreements under the Business Combination Agreement required to be performed or complied with by them on or prior to the date of the Closing; (vi) no occurrence of a Material Adverse Effect with respect to the other party; (vii) the satisfaction of the $5,000,001 minimum net tangible asset test by Global; (viii) approval of Gorilla’s Nasdaq listing application and approval of Gorilla ordinary shares and Gorilla warrants on Nasdaq; (ix) Gorilla shall not have received evidence that it will not qualify as a “foreign private issuer” pursuant to Rule 3b-4 of the Exchange Act as of Closing; (x) the consummation of the Recapitalization and evidence that Gorilla’s shareholders have adopted Global’s restated certificate of incorporation; (xi) resignation of certain officers and directors; and (xi) execution and/or effectiveness of certain ancillary documents.

In addition, unless waived by Gorilla, the obligations of Gorilla and Merger Sub to consummate the Transactions are subject to requirement that at the Closing Global will have at least $50,000,000, including funds remaining in the trust account (after giving effect to the completion and payment of any redemptions) and the proceeds of any PIPE Investment, prior to paying any of Global’s expenses and liabilities due at the Closing.

Termination

The Business Combination Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing, including: (i) by mutual written consent of Global and Gorilla; (ii) by either Global or Gorilla if any of the conditions to Closing have not been satisfied or waived by April 13, 2022 (the “Outside Date”) (provided, that, if Global seeks and obtains an Extension, Global shall have the right, with the prior written consent of Gorilla, to extend the Outside Date for an additional period, as long as the terminating party’s breach did not cause or result in the Closing to occur by the Outside Date, equal to the shortest of (a) three (3) additional months, (b) the period ending on the last date for SPAC to consummate its Business Combination pursuant to such Extension and (c) such period as mutually agreed by the Parties); (iii) by either Global or Gorilla if a governmental authority of competent jurisdiction has issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Transactions, and such order or other action has become final and non-appealable, so long as the terminating party’s breach did not cause or result in such action; (iv) by either Global or Gorilla in the event of the other party’s uncured breach, if such breach would result in the failure of the related closing condition (and so long as the terminating party is not also in breach under the Business Combination Agreement where such breach would result in the failure of the related closing condition); (v) by Global if there has been a Material Adverse Effect on Gorilla following the date of the Business Combination Agreement that is uncured and continuing; and (vi) by either Global or Gorilla if Global holds an extraordinary general meeting of its shareholders to approve the Business Combination Agreement and the Transactions and such approval is not obtained.

If the Business Combination Agreement is terminated, all further obligations of the parties under the Business Combination Agreement (except for certain obligations related to, confidentiality, fees and expenses, trust fund waiver, no recourse, termination and general provisions) will terminate, and no party to the Business Combination Agreement will have any further liability to any other party thereto except for liability for fraud or for willful breach of the Business Combination Agreement prior to termination. The Business Combination Agreement does not provide for any termination fees.

Trust Account Waiver

Gorilla and Merger Sub each agreed that they and their affiliates will not have any right, title, interest or claim of any kind in or to any monies in Global’s trust account held for its public stockholders, and agreed not to, and waived any right to, make any claim against the trust account (including any distributions therefrom) other than in connection with the Closing.

Ancillary Agreements

Voting Agreements

Simultaneously with the execution and delivery of the Business Combination Agreement, Global and Gorilla have entered into Voting Agreements, (collectively, the “Voting Agreements”), with certain shareholders of Gorilla required to approve the Transactions. Under the Voting Agreements, each Gorilla shareholder party thereto agreed to vote all of such shareholder’s shares of Gorilla in favor of the Business Combination Agreement and the Transactions and to otherwise take certain other actions in support of the Business Combination Agreement and the Transactions and the other matters submitted to the Gorilla shareholders for their approval in the manner and subject to the conditions set forth in the Voting Agreements, and provide a proxy to Gorilla to vote such Gorilla shares accordingly. The Voting Agreements prevent transfers of the Gorilla shares held by the Gorilla shareholders party thereto between the date of the Voting Agreement and the date of Closing, except for certain permitted transfers where the recipient also agrees to comply with the Voting Agreement.

Lock-Up Agreements

Simultaneously with the execution and delivery of the Business Combination Agreement, certain Gorilla shareholders each entered into a Lock-Up Agreement with Gorilla (collectively, the “Lock-Up Agreements”). Pursuant to the Lock-Up Agreements, each Gorilla shareholder party thereto agreed not to, during the period commencing from the Closing and ending on the six (6) month anniversary of the Closing (subject to early release if the closing price of the Gorilla ordinary shares equals or exceeds $12.50 per share for any 20 out of 30 trading days after the Closing and also subject to early release if Gorilla consummates a liquidation, merger, share exchange, reorganization or other similar transaction with an unaffiliated third party that results in all Gorilla shareholders having the right to exchange their equity holdings in Gorilla for cash, securities or other property): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, establish or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations of the SEC promulgated thereunder, or otherwise transfer or dispose of, directly or indirectly, any restricted securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the restricted securities, whether any such transaction is to be settled by delivery of such restricted securities, in cash or otherwise, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of restricted securities or other securities, in cash or otherwise (in each case, subject to certain limited permitted transfers where the recipient takes the shares subject to the restrictions in the Lock-Up Agreement).

Sponsor Voting Agreement

Simultaneously with the execution and delivery of the Business Combination Agreement, Gorilla entered into a Sponsor Voting Agreement (the “Sponsor Voting Agreement”) with the Sponsor, and Global, pursuant to, and on the terms and subject to the conditions of which, the Sponsor has agreed among other things to vote its shares of Global, and take certain other actions, in support of the Business Combination.

The Sponsor Voting Agreement will terminate with no further force and effect upon the earliest to occur of: (a) the Merger Effective Time and (b) the date of termination of the Business Combination Agreement in accordance with its terms.

First Amendment to Founder Registration Rights Agreement

Simultaneously with the execution and delivery of the Business Combination Agreement, Gorilla, Global and the Sponsor entered into the First Amendment to Founder Registration Rights Agreement (the “Amendment to Founder Registration Rights Agreement”), which amended that certain Registration Rights Agreement, dated as of April 8, 2021, by and between Global and the Sponsor, pursuant to which Global granted certain registration rights to the Sponsor with respect to Global’s securities. Pursuant to the First Amendment to Founder Registration Rights Agreement, which will become effective as of the Closing, Gorilla will assume the obligations of Global under the original Registration Rights Agreement, and, among other things, Gorilla will be added as a party thereto and the Amendment to Founder Registration Rights Agreement will reflect the issuance of Gorilla ordinary shares and warrants to purchase Gorilla ordinary shares pursuant to the Business Combination Agreement.

Gorilla Registration Rights Agreement

Simultaneously with, or immediately prior to, the closing of the Business Combination, certain Gorilla shareholders will enter into a Registration Rights Agreement (the “Gorilla Registration Rights Agreement”) pursuant to which Gorilla will grant certain registration rights to such Gorilla shareholders with respect to the Company Ordinary Shares. The Gorilla Registration Rights Agreement provides, among other things, certain Gorilla shareholders with certain demand rights in the event of an underwritten offering, as well as piggyback rights in the event Gorilla or any holder of Gorilla Company Ordinary Shares conducts a registered offering.

INFORMATION ABOUT THE COMPANIES

Global SPAC Partners Co.

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

On April 13, 2021, Global consummated 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. The units sold in the initial public offering were sold at an offering price of $10.00 per unit, generating total gross proceeds of $167,500,000. I-Bankers Securities, Inc. acted as sole book-running manager. The securities in the offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-249465). The SEC declared the registration statement effective on April 8, 2021.

Simultaneously with the consummation of its initial public offering, Global consummated the private placement of an aggregate of 697,500 private placement units to the Sponsor and I-Bankers at $10.00 per unit generating gross proceeds of $6,975,000. The issuances were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

Simultaneously with the consummation of its initial public offering, Global issued 100,000 Class B ordinary shares to I-Bankers as representative shares. I-Bankers has agreed not to transfer, assign or sell any such shares without Global’s prior consent until the completion of its initial business combination. In addition, I-Bankers has agreed (i) to waive its redemption rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of Global’s initial business combination, (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such shares if Global fails to complete its initial business combination by April 13, 2022, and (iii) to vote in favor of its initial business combination with respect to such shares if Global submits its initial business combination to its public shareholders for a vote.

Of the gross proceeds received from the initial public offering, and the sale of private placement units, $169,175,000 was placed in Global’s Trust Account. Global’s units, subunits and warrants are traded on the Nasdaq under the symbols “GLSPU,” “GLSPT” and “GLSPW,” respectively.

Global’s principal executive offices are located at Global SPAC Partners Co., 2093 Philadelphia Pike #1968, Claymont, DE 19703 and its phone number is (650) 560-4753.

Gorilla Technology Group Inc.

Gorilla is a leading market provider of video intelligence, IoT security, edge AI data analytics and 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.

Gorilla Merger Sub, Inc.

Merger Sub is a Cayman Islands exempted company and a 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.

GLOBAL’S BUSINESS

Introduction

Global was incorporated on August 6, 2020, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Global’s efforts to identify a prospective target business were not limited to any particular industry or geographic region, although it initially concentrated its efforts on identifying businesses within industries with relatively secure and predictable cash flows and growth.

Initial Public Offering and Simultaneous Private Placement

On April 13, 2021, Global consummated 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. The units sold in the initial public offering were sold at an offering price of $10.00 per unit, generating total gross proceeds of $167,500,000. I-Bankers Securities, Inc. acted as sole book-running manager. The securities in the offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-249465). The SEC declared the registration statement effective on April 8, 2021.

Simultaneously with the consummation of its initial public offering, Global consummated the private placement of an aggregate of 697,500 private placement units to the Sponsor and I-Bankers at $10.00 per unit generating gross proceeds of $6,975,000. The issuances were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

Simultaneously with the consummation of its initial public offering, Global issued 100,000 Class B ordinary shares to I-Bankers as representative shares. I-Bankers has agreed not to transfer, assign or sell any such shares without Global’s prior consent until the completion of its initial business combination. In addition, I-Bankers has agreed (i) to waive its redemption rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of Global’s initial business combination, (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such shares if Global fails to complete its initial business combination by April 13, 2022, and (iii) to vote in favor of its initial business combination with respect to such shares if Global submits its initial business combination to its public shareholders for a vote.

Of the gross proceeds received from the initial public offering, and the sale of private placement units, $169,175,000 was placed in Global’s Trust Account.

Global may withdraw from the Trust Account interest earned on the funds held therein necessary to pay its income taxes, if any. Except as described in the prospectus for Global’s IPO and described in the subsection below entitled “Global’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” these proceeds will not be released until the earlier of the completion of an initial business combination and Global’s redemption of 100% of the outstanding public shares upon its failure to consummate a business combination within the required time period.

The remaining proceeds from the Global IPO and simultaneous private placement, net of underwriting discounts and commissions and other costs and expenses, became available to be used as working capital to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses.

Fair Market Value of Target Business

The target business or businesses that Global acquires must collectively have a fair market value equal to at least 80% of the balance of the funds in the Trust Account (excluding the amount of deferred underwriting commissions held in trust and taxes payable) at the time of the execution of a definitive agreement for its initial business combination, although Global may acquire a target business whose fair market value significantly exceeds 80% of the Trust Account balance. Global’s board of directors determined that this test was met in connection with the proposed business combination with Gorilla as described in the section entitled “Proposal One — The Business Combination Proposal — Satisfaction of 80% Test” above.

Shareholder Approval of Business Combination

Under the Global Articles, Global must seek shareholder approval of an initial business combination at a meeting called for such purpose at which public shareholders may seek to have their public shares redeemed for cash, regardless of whether they vote for or against the proposed business combination or do not vote at all, subject to the limitations described in the prospectus for the Global IPO. Accordingly, in connection with the Business Combination, the Global public shareholders may seek to have their public shares redeemed for cash in accordance with the procedures set forth in this proxy statement/prospectus. See “Extraordinary General Meeting of Global Shareholders — Redemption Rights.”

Voting in Connection with the Shareholder Meeting

In connection with any vote for a proposed business combination, including the vote with respect to the Business Combination Proposal, Global shareholders prior to its initial public offering and its officers and directors have each agreed to vote their Global shares in favor of such proposed Business Combination.

At any time prior to the extraordinary general meeting, during a period when they are not then aware of any material nonpublic information regarding Global or its securities and subject to certain other conditions and procedures, the Global initial shareholders, its officers and directors, Gorilla shareholders and/or their respective affiliates may purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the Business Combination Proposal, or execute agreements to purchase such shares from them in the future, or they may enter into transactions with such persons and others to provide them with incentives to acquire ordinary shares or vote their shares in favor of the Business Combination Proposal. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirement that the holders of a majority of the shares entitled to vote at the extraordinary general meeting to approve the Business Combination Proposal vote in its favor and that the conditions to the closing of the Business Combination otherwise will be met, where it appears that such requirements or conditions would otherwise not be met. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, include arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares for nominal value.

Entering into any such arrangements may have a depressive effect on the Global Ordinary Shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he owns, either prior to or immediately after the extraordinary general meeting.

If such transactions are effected, the consequence could be to cause the Business Combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the Business Combination Proposal and the other proposals to be presented at the extraordinary general meeting and would likely increase the chances that such proposals would be approved. Moreover, any such purchases may make it more likely that the conditions to the closing of the Business Combination are met.

No agreements dealing with the above arrangements or purchases have been entered into as of the date of this proxy statement/prospectus. Global will file a Current Report on Form 8-K to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the Business Combination Proposal or the satisfaction of any closing conditions. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

Liquidation if No Business Combination

Under the Global Articles, if Global does not complete the Business Combination with Gorilla or another initial business combination by April 13, 2022 (or such later date as may be approved by Global shareholders in an amendment to the Global Articles), Global will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares and (iii) 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, subject (in each case above) to Global’s obligations under the Companies Act to provide for claims of creditors and the requirements of other applicable law. At such time, the Global warrants will expire. Holders of warrants will receive nothing upon a liquidation and the warrants will be worthless.

Each of the initial shareholders of Global and its officers and directors has agreed to waive its rights to participate in any distribution from the Trust Account or other assets with respect to the shares held by them prior to the Global IPO. There will be no distribution from the trust account with respect to the Global warrants, which will expire worthless if Global is liquidated.

The proceeds deposited in the trust account could, however, become subject to the claims of Global’s creditors which would be prior to the claims of the Global public shareholders. Although Global has obtained waiver agreements from certain vendors and service providers it has engaged and owes money to, and the prospective target businesses Global has negotiated with, whereby such parties have waived any right, title, interest or claim of any kind they may have in or to any monies held in the trust account, and although Global will seek such waivers from vendors it engages in the future, there is no guarantee that they or other vendors who did not execute such waivers will not seek recourse against the trust account notwithstanding such agreements. The Sponsor has agreed that it will be liable under certain circumstances to pay debts and obligations to target businesses or vendors or other entities that are owed money by Global for services rendered or contracted for or products sold to it, but Global cannot ensure that the Sponsor will be able to satisfy its indemnification obligations if it is required to do so. Additionally there are two exceptions to the Sponsor’s indemnity: the Sponsor will have no liability (1) as to any claimed amounts owed to a target business or vendor or other entity who has executed an agreement with Global waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account, or (2) as to any claims under the indemnity with the underwriters of Global’s IPO against certain liabilities, including liabilities under the Securities Act. Moreover, the Sponsor will not be liable to the Global public shareholders and instead will only have liability to Global. Furthermore, the Sponsor may not be able to satisfy its indemnification obligations if it is required to as the Sponsor’s only assets are securities of Global and Global has not taken any further steps to ensure that the Sponsor will be able to satisfy any indemnification obligations that arise. Accordingly, the actual per-share redemption price could be less than approximately $10.10, plus interest, due to claims of creditors. Additionally, if Global is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in Global’s bankruptcy estate and subject to the claims of third parties with priority over the claims of Global’s shareholders. To the extent any bankruptcy claims deplete the trust account, Global cannot assure you it will be able to return to the Global public shareholders at least approximately $10.10 per share. Global’s public shareholders are entitled to receive funds from the trust account only in the event of its failure to complete a business combination within the required time period or if the shareholders properly seek to have Global redeem their respective shares for cash upon a business combination which is actually completed by Global. In no other circumstances does a shareholder have any right or interest of any kind to or in the trust account.

If Global is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, any distributions received by shareholders could be viewed under applicable debtor, creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by Global’s shareholders. Because Global intends to distribute the proceeds held in the trust account to its public shareholders promptly after the expiration of the time period to complete a business combination, this may be viewed or interpreted as giving preference to its public shareholders over any potential creditors with respect to access to or distributions from its assets. Furthermore, by paying public shareholders from the trust account prior to addressing the claims of creditors, Global’s board of directors may be viewed as having breached their fiduciary duties to Global’s creditors and/or may be viewed as having acted in bad faith, which may subject Global and Gorilla to claims of punitive damages. Global cannot assure you that such claims will not be brought against it.

Global will pay the costs of any subsequent liquidation from its remaining assets outside of the trust account plus the up to $100,000 of interest earned on the funds in the trust account that Global may use for liquidation and dissolution expenses.

Employees

Global has three executive officers. Members of Global’s management team are not obligated to devote any specific number of hours to Global’s matters but they devote as much of their time as they deem necessary to Global’s affairs until Global has completed its initial business combination. The amount of time that any member of Global’s management team devotes in any time period varies based on the current stage of the business combination process.

Facilities

Global’s executive offices are located at 2093 Philadelphia Pike #1968, Claymont, DE 19703, and its telephone number is (650) 560-4753. The cost for Global’s use of its office space is included in the $10,000 per month fee it pays to an affiliate of its Chief Executive Officer for office space, administrative and shared personnel support services.

Directors and Executive Officers

Global’s current directors and executive officers are as follows:

The experience of Global’s directors and executive officers is as follows:

Jayesh “Jay” Chandan has been Global’s Chairman of the Board since April 2021. Since 2019, Mr. Chandan has been the Founder & Managing Partner of KASS Capital, an investment advisory firm that invests globally in the technology industry and provide alternative liquidity solutions to equity investors, debt holders, founders and management teams. Since 2017, Mr. Chandan has also been the Co-Founder and a Partner of Shackleton-Victoria, an investment firm where Mr. Chandan led the firm’s investment in FinLeap, a financial technology accelerator and incubator. Since 2014, Mr. Chandan has also been the Co-Founder and a Director of Mathern Ltd., an investment firm focused on investing in UK companies. From 2010 to 2012, Mr. Chandan was a Co-Founder and Partner at Cortis Capital LLP, a transformation and project management firm focused on global mergers & acquisitions, where he worked on the Minna Airport City, an urban regeneration project in Nigeria. From 2007 to 2008, Mr. Chandan served as the CEO of Invensis (UK) Ltd., a business process outsourcing company. From 2005 to 2007, Mr. Chandan served as Director of Business Development of EXLservice (UK) Ltd., a data analytics company that is now publicly traded on the Nasdaq with approximately $1 billion in revenues and approximately $3 billion in market cap. From 2004 to 2005, Mr. Chandan served as Director of Sales & Strategic Accounts at Exevo (UK) Ltd., a global market research & outsourcing firm that was later acquired by Copal Partners and is now part of Moody’s Corporation. From 1995 to 2004, Mr. Chandan served as the Co-Founder and Executive Director of NPL, an IT services business in Southeast Asia. Mr. Chandan serves as an Advisory Board Member of ConsolFreight LLC, a Fintech FreightTech ecosystem. Mr. Chandan graduated from Madras University, India, with an Engineering Degree, majoring in Computer Sciences.

Bryant B. Edwards has been Global’s Chief Executive Officer since August 2020, and its Director since August 2020. Since March 2021, Mr. Edwards has been a director of Archimedes Tech SPAC Partners Co., a blank check company which completed a $133 million IPO in December 2020, and which announced in November 2021, its intention to merge with SoundHound AI, Inc. a leading voice analytics AI company. From 2018 to 2019, Mr. Edwards was the Chief Operating Officer and Director of Twelve Seas, a blank check company with $207 million held in trust that consummated its initial business combination with Brooge Energy Limited, a petroleum and gas company located in the UAE, in December 2019. Mr. Edwards retired from Latham & Watkins, a global law firm, in 2016, after a 35-year legal career. From 1981 to 2016, Mr. Edwards served as both a practicing corporate and securities attorney, as well as in various management roles building the Latham & Watkins’ practices in Europe (from 2000 to 2008), the Middle East (from 2008 to 2012) and then East Asia (from 2012 to 2016). From 2004 to 2008, Mr. Edwards served as Chair of the European High Yield Association (EHYA) and helped establish the Gulf Bond & Sukuk Association, the trade association representing the Arabian Gulf fixed income market (GBSA) and, from 2008 to 2012, served on its Steering Committee and as Chair of its Regulatory Committee. Additionally, from 2012 to 2016, Mr. Edwards served as Vice-Chair of the Credit Markets Committee of the Asia Securities & Financial Markets Committee (ASIFMA). Mr. Edwards graduated from Brigham Young University with a Bachelor of Arts degree and received his Juris Doctor from the University of Chicago Law School.

Stephen N. Cannon has been our Chief Operating Officer and President since August 2020. Since September 2020, Mr. Cannon has been the Chief Executive Officer and President of Archimedes Tech SPAC Partners Co., a blank check company which completed a $133 million IPO in December 2020, and which announced in November 2021, its intention to merge with SoundHound AI, Inc. a leading voice analytics AI company. Since August 2019, Mr. Cannon has been the Chief Operating Officer and President of Ackrell SPAC Partners I Co., a blank check company which completed a $140 million IPO in December 2020 and which announced in December 2021 its intention to merger with Blackstone Products, a consumer brand of outdoor cooking products. Since 2014, Mr. Cannon has been President of Everest Partners Limited, a privately-owned investment firm focused on Asian private investments. From 2017 until 2019, Mr. Cannon was the Chief Financial Officer of Twelve Seas. From 2017 until 2019, Mr. Cannon was the President, Chief Financial Officer and a director of CM Seven Star, a Nasdaq-listed SPAC, sponsored by a leading Chinese private investment firm, which consummated its business combination with Kaixin Auto Holdings in April 2019. From 2014 until 2016, Mr. Cannon was Chief Executive Officer and a director of DT Asia Acquisition Corp, a Nasdaq-listed SPAC, which consummated its business combination with China Direct Lending Corp. in July 2016. From 2010 until 2014, Mr. Cannon was a Partner and Head of China for RedBridge Group Ltd., a boutique merchant banking firm focused on Chinese and Arabian Gulf cross-border investments. From 2009 until 2014, Mr. Cannon was a registered representative of, and senior advisor to, Ackrell Capital. From 2007 until 2010, Mr. Cannon served in various capacities with Hambrecht Asia Acquisition Corp., a Nasdaq-listed SPAC, as a co-founder, initial Chief Financial Officer and a director, and then Vice President of Acquisitions. Hambrecht Asia Acquisition Corp. merged with SGOCO Ltd, a Chinese company, in April 2010. From 2005 until 2008, Mr. Cannon served as a Managing Director of Asian investment banking for WR Hambrecht+Co. Prior to WR Hambrecht + Co., Mr. Cannon worked at ABN AMRO, Donaldson, Lufkin & Jenrette, Smith Barney Shearson and Salomon Brothers. Mr. Cannon graduated from the University of Notre Dame with a Bachelor of Arts degree in Economics and a Bachelor of Science degree, majoring in Mechanical Engineering.

Long Long has been our Chief Financial Officer since August 2020. Since September 2020, Mr. Long has been the Chief Financial Officer of Archimedes Tech SPAC Partners Co., a blank check company which completed a $133 million IPO in December 2020, and which announced in November 2021, its intention to merge with SoundHound AI, Inc. a leading voice analytics AI company. Since August 2019, Mr. Long has been the Chief Financial Officer of Ackrell SPAC Partners I Co., a blank check company which completed a $140 million IPO in December 2020, and which announced in December 2021 its intention to merger with Blackstone Products, a consumer brand of outdoor cooking products. From 2017 to 2019, Mr. Long was Vice President of Twelve Seas sponsors I LLC, sponsor of Twelve Seas. From 2006 to 2016, Mr. Long worked for IBM in a variety of Corporate Finance, Audit, and Managerial roles, both within the US and internationally. From 2015 to 2016, Mr. Long served as Finance Controller for IBM China’s Consulting Business Unit and Sales Channels. From 2013 to 2014, Mr. Long served as the Strategy and Planning Manager for IBM China and, from January 2012 to December 2012, as a Senior Finance Analyst for IBM China. From 2010 to 2011, Mr. Long served as Internal Auditor for IBM’s Asia Pacific region and, from 2006 to 2009, as a financial analyst for IBM’s worldwide operations. Mr. Long graduated from Washington University in St. Louis with a Bachelor of Science and Business Administration degree, majoring in Finance and a Bachelor of Science degree, majoring in Electrical Engineering.

Amir Kazmi is one of our independent directors as of the date of this prospectus. Since February 2021, Amir Kazmi has been CEO of SSMA Technologies Limited, a technology company focused on e-Marketplace technology. Since March 2019, Mr. Kazmi has been a minority owner in and has served as the CEO (until September 2020) and Managing Director of Innvotec Limited, a London based investment manager of globally focused venture capital and private equity funds until May 2021.From 2020 till September 2021, Mr. Kazmi has served as Chief Financial Officer and Director of Tap Once Technologies Ltd., an e-commerce software developer. From 2016 to 2019, Mr. Kazmi served as the CEO and Managing Partner of Kerdos Ventures, a full-service corporate finance firm. From 2012 to 2017, Mr. Kazmi was a Founder, Head of Sales and board member of Xoomworks Ltd, a procurement consulting and technology company. From 2011 to 2012, Mr. Kazmi served as the Vice President for SaaS and Strategic Initiatives for Eka Software Solutions, a provider of digital commodity management solutions. From 2005 to 2011, Mr. Kazmi served as the Senior Vice President of Global Operations for Aspect Enterprise Solutions, a developer of risk management and market data tools and software. From 2000 to 2005, Mr. Kazmi served as a Vice President of i2 Technologies, a supply chain management company that provides consulting, technology, and managed services. Mr. Kazmi graduated from the London School of Economics and Political

Science with a Bachelor of Science in Economics, Accounting and Finance. Mr. Kazmi is a qualified Chartered Accountant and Member of the Institute of Chartered Accountants in England and Wales. We believe that Mr. Kazmi is well-qualified to serve as a director of the company given his extensive finance, operational and accounting experience.

Marwan Abedin has been Global’s independent directors since April 2021. Since 2017, Mr. Abedin has served as the founder & CEO of Flatrace Investments, a Dubai, UAE based international boutique consulting firm focused on the Gulf region. From 2015 to 2017, Mr. Abedin has served as CEO of an Investment Fund (Investment Company for CP of Dubai) within the Government of Dubai. From April 2016 to March 2017, Mr. Abedin served as a member of the Board of Directors of Noor Bank. From 2011 to 2015, Mr. Abedin served as a member of the Board of Directors of the Dubai Healthcare Authority. From 2012 to 2017, Mr. Abedin served as a member of the Board of Directors for Emaar Properties PJSC as well as Chairman of its Investment Committee. From 2008 to 2011, Mr. Abedin was the Director of Debt Management at the Government of Dubai Department of Finance where he was responsible for the treasury and debt issues related to the public sector entities. Mr. Abedin has executed over $40 billion of transactions in his career representing both the Government of Dubai, UAE as well as the private sector and other government entities. Mr. Abedin graduated from Wake Forest University with a Bachelor of Arts, majoring in Economics and Political Science.

GORILLA’S BUSINESS

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

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 other key regions around the world, including the United States, Europe, the Middle East and Latin America.

We have been working in the field of video analytics since our incorporation in 2001. We have used this core competence to produce revolutionary and transformational technology using artificial intelligence (“AI”) and edge AI computing as video technologies transitioned from analog to digital formats.

Our established technologies in edge AI computing, video analytics, and OT security solutions and services form the foundation of our line of product and service offerings for a wide range of commercial, industrial, municipal and government customers. To provide end-to-end solutions for various sectors, we partner with industry-leading firms such as cloud infrastructure providers, telecoms, chipset vendors and storage manufacturers.

Our proprietary machine learning and deep learning algorithms are foundational to our products and services, which enable our customers to securely move, store and analyze data for use in biometric authentication, account management, device management, business intelligence, and other applications.

History

Gorilla was incorporated in 2001 as a Cayman Islands exempted company. Our initial operations focused on supporting broadcasting firms with video content for storage, labeling, processing and retrieval. Gorilla’s video analysis and AI capabilities were built on this foundation. We invested in research and development to enhance our platform to deploy facial recognition technology in 2010 as Gorilla’s expertise developed. Since then, we have grown our expertise in IoT, video intelligence, edge AI computing and cybersecurity, with product and service offerings spanning a wide range of sectors and customers.

As of December 31, 2021, Gorilla has been deploying our products and solutions in over 900 retail stores, 100 offices, 6 highways, 22 train station, 97 parking buildings, 2 international airports, 9 ports, 300 city traffic, 6 logistics of air-freight and container ships, seven city police departments, five national law enforcement agencies, one national weather bureau, one ocean affairs council, and 12 correctional facilities, among many other vertical entities, to collect, process and analyze raw data in order to create actionable data points for our customers.

An Overview of Our Business

Edge AI significantly underlies Gorilla’s business offering. When data is processed at a network’s “edge” (or where the data is generated and consumed) on devices where it was originally created it lessens the need for additional computation or power requirements or traditional hardware and software, not to mention the bandwidth needed in constantly pushing video data from edge to server. There are four primary advantages to moving AI processing to the edge:

•        Highly economical and cost-effective.    Moving AI processing to the edge reduces the quantity of data processed by larger devices, which have become computationally more powerful, and reduces the volume of data being transferred to the cloud.

•        Faster speeds for processing and storage.    Latency for real-time processing is minimized by keeping and processing data closer to the edge.

•        Ensures security and reduces disruption.    Keeping data on the local device and dispersing storage, processing and applications across a variety of devices and data centers ensures security and prevents the entire network from being brought down by a single outage.

•        Reliable connections and workflows.    Our proprietary edge AI virtualization technology enables a highly dependable mesh architecture for distributed computing and storage, especially inside the low latency of a 5G Private Network, and minimizes workflow interruptions due to network outages.

AI Lifecycle Framework: Turning Video & Network Intelligence into Actionable Insights Using a Big Data Platform

Edge AI Computing

By boosting accuracy and minimizing human error through automation, edge AI and edge computing devices help numerous sectors become more efficient and safer. According to MarketsandMarkets Research, “edge AI may considerably increase surveillance and monitoring while minimizing the amount of raw data that is transmitted to the cloud leading to the adoption of edge AI for video surveillance.” Machine learning intelligent camera systems can gather raw data, process it, and analyze it using facial recognition to identify persons of interest and questionable actions that may be occurring immediately at the edge, due to the emergence of edge AI.

Numerous industries across the board are already seeing the potential of these edge computing devices to benefit people’s daily life. Transportation/driverless cars, education, medical/healthcare, agriculture, manufacturing/factories, retail/shopping and video surveillance are all early users of edge AI and edge computing technologies.

As edge AI and video analytics grow more entwined, Fortune Business Insights forecasts a 21.3% compound annual growth rate (CAGR) for the worldwide video analytics market to 2027. Additionally, increased usage of video analysis solutions in retail, healthcare, building and construction, and other sectors is offering attractive prospects for market participants.

To make the most of these new trends, Gorilla is increasingly turning to AI at the edge. Gorilla’s technology in edge AI computing makes up a comprehensive video surveillance system that is designed for CPU efficiency. Recognizing the high computing demand it needs, Gorilla’s edge AI and deep learning technology can “piggyback” on big data at the edge, and with better algorithms, a new generation of video analytics is created. The result is increased accuracy with optimized video processing.

Gorilla IVAR® has cutting-edge edge AI technology that enables real-time responses to events from edge and IoT devices and security equipment. Users obtain advanced insights about people, vehicles and moving objects in the form of information for unique use-cases in surveillance and security, retail and customer service, traffic and parking, staff and visitor management, and other areas. As the first certified computer vision MRS partner of Intel® to optimize their solution with OpenVINO™, Gorilla’s IVAR® is on the pulse of the market, enabling clients to benefit from the Open Visual Inference & Neural Network Optimization toolkit in new and unexpected ways. Gorilla’s AI technology is helping fast-track the deployment of computer vision for edge computing involving cameras and IoT devices, and it is being used to help develop solutions that emulate human sight, useful for addressing the growing markets in deep learning and computer vision. It has been used successfully in edge implementations, useful for single, stand-alone device locations like when pointed at a point-of-sale system, in an edge/gateway configuration, used in larger areas encompassing multiple moving pieces like for large train stations, and in server configurations, which ensure expansive areas like hospitals, airports and smart cities can keep their citizens safe.

Gorilla is not only working with Intel®, but also working with cross-platform edge device manufactories, including NVidia GPU, VPU, TPU, ARM and Qualcomm SoC to provide optimized AI capabilities on various edge devices.

Gorilla OT Security uses AI technology to deliver endpoint and network security in the OT environment. Gorilla OT Security may be used in a wide range of OT fields, including ports, airports, power, medical care, factory automation, intelligent traffic management, retail, financial, entertainment, logistics and smart cities, among others and easily converges with existing IT security.

By boosting accuracy and minimizing human error through automation, Gorilla’s edge AI system is assisting industries in becoming more efficient and safer. Gorilla offers high-performance video analysis to bring edge and IoT data and business intelligence into the age of machine learning while ensuring operational security. This solution delivers advanced dataset services for cloud servers and enables value-added applications in numerous sectors such as retail, industrial markets, banking, education and public safety. Interest in the solution is expected to continue to rise as industries understand the potential of these devices to improve their day-to-day lives, as well as their businesses and overall safety.

AI Big Data Platform

Edge AI devices not only process various types of structured data but can also analyze and transform the unstructured video and image data into structured data via deep learning, a form of AI technology.

Once processed, the data is encrypted and sent with the time of collection as an event for analysis in vertical application services built on top of Gorilla’s AI Big Data Platform, which is a distributed system that can be easily scaled out by adding more nodes to improve its capacity and computation power. It can accommodate structured data, such as relational database, CSV/Excel/JSON/XML files and OpenAPI, and unstructured data such as video, images and text from edge AI devices and various other heterogeneous data sources. The data can be pre-processed according to the characteristics of the data source to ensure consistency and availability during the import process.

After data is imported into the AI Big Data Platform, it will be indexed according to its time, location information, and the characteristics of each data field to form a temporal-spatial database, so that we can build various vertical applications and services to process, correlate and analyze data on top of the platform.

The core of the Gorilla AI Big Data Platform is AI Hyper Learning. After the data is collected by the edge device being sent to the Big Data Platform, in addition to analyzing with pre-trained analysis models, you can also use the AI Hyper Learning core to train a more accurate AI algorithm based on the field-specific data and then apply the new AI model to the edge AI device to form a complete AI Lifecycle. Integrating the features of 5G multi-access edge computing (MEC), data can stay in the field and the AI Hyper Learning core can be deployed to the MEC Server on the field side. In this way, data privacy and real-time and in-field training can be taken into account at the same time.

Vertical AI Application Services

We are building Vertical AI Application on the rapidly evolving Hybrid Edge-Cloud environment, which will eventually overlap with our core technology. Multiple vertical applications will be built on top of the AI Big Data Platform to provide real-time and statistics AI data and visualization dashboard, which will support both video analytics data and cybersecurity analytics AI data.

Gorilla provides a variety of AI solutions and services that combines video analytics and IoT technology to deliver business intelligence insights for improving performance in sales, operations and understanding of customer needs. Smart cities, commercial and major enterprise settings, in retail and hospitality, and academia are just a few of the key industries where this technology is already implemented. While security and safety are at the root of these solutions, governments and enterprises are using Gorilla’s vertical solutions and services in new and innovative ways, like to ease traffic congestion or better manage customers in a busy retail environment.

Enterprises, small business and smart cities are increasingly seeing the advantage of implementing AI. Gorilla’s vertical solutions are a real-time video analytics solution that creates many benefits in the business and security intelligence fields by being an Intel certified Market Ready Solution (MRS), performance-driven edge AI and computer vision software. Gorilla’s vertical solutions are fueled by the need to make sense of large data sets from video applications and the need for AI optimization.

Gorilla’s solutions and services have already been implemented in the following key vertical markets:

•        Smart City — For public safety, driverless cars and to monitor changes in the environment;

•        Transportation — Traffic monitoring, parking management and more;

•        Business and Enterprise — In building safety and security, as well as employer/employee turnout;

•        Retail and Hospitality — For targeted marketing, customer management and loss prevention; and

•        Education — For campus security and professor/student course engagement.

Business for Major Verticals

Smart City & Transportation

•        Stadium and Public Spaces

•        Airports, Ports & Stations

•        Traffic & Parking Management

•        Highway, Street & Intersection

•        Power Plants & Key Infrastructure Projects

•        Environmental Monitoring

Government, smart parking, campus and arena administrators can use Gorilla Smart City and Safe City solutions to better monitor, manage and make large-scale decisions. Gorilla’s comprehensive Smart Municipal solution, which is based on IVAR®’s cutting-edge AI technology, has been used in a number of city projects and excels at traffic control, public safety, and central management. Our edge computing technologies like IVAR® are influencing how people use intelligent video analytics around the world.

Industrial

•        Automobiles

•        Energy & Oil

•        Manufacturing & Robotics

•        Architecture & Construction

•        Medical Instruments

•        Defense

To efficiently manage people and spaces, Gorilla Industrial Solutions delivers AI-based video surveillance and OT security. Integrating access control, attendance, scheduling and intrusion detection can easily be integrated with current departments or company-wide systems. It merges traditional processes with IoT, facial recognition, and temperature and mask detection technologies, which allows businesses to access, control and manage employee and visitor records in a single location.

Commercial

•        Retail

•        Healthcare

•        Education

•        Financial & Banking

•        Telecommunication

•        Data Center & ISP

Intelligent video analytics are used by Gorilla’s Commercial Solutions to safely manage personnel. Access control, attendance, scheduling and performance monitoring are all easily integrated into current departments or corporate systems. It combines traditional processes with IoT, facial recognition and temperature and mask detection technologies to enable enterprises to access, regulate and manage employee and visitor records in a single location.

Government & Public Services

•        Criminal Investigation Agencies

•        Prosecutors’ Offices

•        State & City Police

•        Correction Agencies

•        Border & Coast Guards

•        Intelligence Agencies

•        National Security Agencies

Intelligent video analytics are used by Government and Public Service Solutions to help people and traffic flow more safely. Access control, attendance, scheduling and behavior tracking may all be simply linked into current departmental or corporate systems. Organizations can effectively control and monitor traffic in crucial locations by using license plate recognition and vehicle detection analytics.

Gorilla’s Suite of Products and Services

By creating and modifying our unique technology to meet industry standards, we hope to distinguish ourselves from our competition. Our edge AI platform was one of the first to use Intel’s OpenVINO toolkit to bring edge computing, IoT data and business intelligence into the machine-learning era.

To provide various and highly accurate insights in edge computing, we use a combination of machine learning and deep learning. All of the data is encrypted, and the service is protected by our endpoints and network security solution. Edge AI is the corner stone of our product and service offerings, and it underlies our entire array of solutions.

AI Models, AI Appliances and AI SaaS Platforms are among our products and services we offer to our customers.

AI Models and Platform Independent Offerings

OT security and video analytics AI Models can be easily incorporated into AI Boards, AI Appliances, OEM hardware, and third party platforms to enable AI functionality and address business and operational needs.

Video Analytics

Intelligent video analytics (IVAs) are AI models that can scan video for patterns and distinguish specific items using AI algorithms and metadata. The video data can then be queried and searched for various/specific outcomes after it has been processed.

Gorilla is a one of the leading companies in combining our video analytic specialization of over 40 IVAs with leading industrial PCs, network appliances, car PCs and servers from various partners. Given the digital transformations that COVID-19 has prompted, the delivery and quick deployment of cutting-edge AI appliances that focus on physical, data, and network security has proven invaluable.

Based on the categories below, video is processed to generate analytic data. Video analytics for various verticals will be launched in tandem with the launch of vertical applications on a well-defined timeline:

•        Behavioral Analytics

•        People/Face Recognition

•        Vehicle Analysis

•        Object Recognition

•        Business Intelligence

Behavioral Analytics

Algorithms are used in these analytics to look for specific behavior. A behavior might be characterized as action over time. As a result, each behavior analytics algorithm requires more than one frame from the video to identify whether or not an event or behavior has occurred. Behavior analytics algorithms search for changes from frame to frame over time in frames to detect a very particular and predefined event or activity.

The following behavior analytics algorithms are used in our solutions:

•        The People Counting IVA detects and counts people for a specified amount of time as they enter a zone and/or cross a line that users define in the software.

•        The Line Crossing IVA detects when people cross a line (or lines) of user-defined length and position.

•        The Intrusion Detection IVA monitors user-created zones to detect any activity or entries by moving objects (like people).

•        The Direction Detection IVA monitors a user-created zone for people moving within the zone and in the marked direction. Movements in the opposite direction do not trigger an alert.

•        The Direction Violation Detection IVA operates the same as the Direction Detection IVA but also detects and alerts to movements in the opposite direction. Security checks at airports and other transportation hubs benefit from this type of IVA.

•        The Loitering Detection IVA monitors figures or people entering and then remaining in a user-created zone for a specified period.

People/Face Recognition

We categorize People/Face Recognition IVAs into two core groups:

•        The Human Detection IVA detects human figures within the video. Once detected, features like clothing color, gender, eyewear, masks and age group can be detected as well.

•        The Face Recognition IVA, which is subject to the privacy regulation applied to each region, recognizes and identifies faces and is used in conjunction with our Business Automation Platform (BAP) software and its facial recognition database. While there are a myriad of uses for this, Face Recognition IVAs are often used for watch lists, VIP identification, attendance systems and black lists.

Vehicle Analysis

Vehicle analysis IVAs have been widely deployed by transportation authorities to keep traffic flowing smoothly, reduce traffic violations and assist with criminal investigations. These IVAs generate real-time events and statistical data that can be used to make quick decisions and deploy fewer workers.

•        The Vehicle Classification IVA detects vehicle types, e.g. motorbikes, cars and buses.

•        The Vehicle Direction Detection & Counting IVA counts the number of vehicles moving in a specific direction.

•        The Traffic Violation Detection IVA recognizes the vehicles that violate traffic regulations or enter into prohibited areas.

•        The License Plate Recognition IVA recognizes license plates on static or moving vehicles under the privacy regulation applied to each region.

Object Recognition

Similar to the People/Face Recognition IVAs, the Object Recognition IVAs utilize algorithms to train software to detect and recognize specific objects. Once trained, the IVAs generate real-time recognition and identification of objects within the parameters set by the end-user for a number of uses — most notably, the identification of weapons for immediate security response.

Business Intelligence

Gorilla’s business intelligence analytics models provide visual overviews of top-performing traffic, people count, gender, and ages for single and multi-store environments to assist clients in better target product marketing strategies, especially when combined with POS data, conversion rate, and consumer preference analysis. Additionally, clients utilize Gorilla’s business intelligence analytics models to further optimize shop layout, product promotion, and marketing/advertising strategy and compare analytics data from one period of time to another and across multiple data sources.

Smart Retail also offers targeted marketing management solutions such as tailored content delivery and smart signage. It provides a comprehensive, real-time, portable analytical tool for single to multi-store operational managers and retail marketers, incorporating camera and IoT correlation analytical data to store operation overviews of top-performing traffic, shopper, revenue count and conversion rates to deliver actionable insight for better advertising strategy, staffing management and drive business outcomes. In almost every retail or commercial scenario, business intelligence dashboards that present data about numerous business activities are a valuable asset.

IT-OT Security Convergence

Industrial systems are becoming increasingly connected in order to create powerful, networked businesses, but they are also becoming more vulnerable to cyber assaults. When an OT network is connected to an IT network, the OT network and any connected OT devices are instantaneously exposed to the dangerous landscape. Malicious attacks are always developing and other risk factors such as the fact that certain endpoints are running old software make them more vulnerable to hackers. Furthermore, the growing use of third-party suppliers to gain remote access to OT networks widens the attack surface and introduces new vulnerabilities.

The enormous cost of industrial equipment, as well as the potential for a cyber-attack to destroy businesses and communities, are important considerations for companies trying to define their industrial networks.

The blending of various IT and OT technologies into an integrated system, fueled by digital transformation, is known as security convergence. Having a strong security convergence plan in place and providing endpoint protection would secure processes, people and profits while lowering security vulnerabilities and incidents dramatically. Security convergence provides businesses with a unified picture of industrial systems, as well as process management solutions that ensure accurate data is supplied to people, machines, switches, sensors and devices.

AI algorithms for anomaly detection applied to both network and endpoints are at the heart of Gorilla IT-OT Security Convergence, allowing system administrators and security engineers to detect suspicious behaviors in real time and respond quickly to reduce security risk and damage caused by hackers or malware. These algorithms can be used to offer AI features to third-party software and hardware platforms, in addition to Gorilla’s own products and solutions.

Network Anomaly Detection

A network anomaly is a state or condition in which network operation deviates from normal. Many network security devices compare network packets for known anomalies using rules or signatures. We employ AI to learn diverse anomalous in network behaviors in order to create AI models for network anomaly detection. These AI models can detect a variety of anomalous network behaviors, including denial of service, network topology abnormality, abnormal network traffic, abnormal communication protocol, network intrusion, and so on.

Endpoint Malware and Suspicious Behavior Detection

Traditional antivirus software detects harmful programs in the endpoint environment mostly through signatures or rules. The advantage of this strategy is that it can detect malware rapidly and effectively, but the disadvantage is that it has a very poor detection rate for unknown malware.

We collect a huge number of harmful programs and footprints created by various malicious behaviors in the endpoint environment and train AI models to detect malicious programs and behaviors using Deep Learning technology. The key benefit of employing these AI models is that they still have a high detection rate when confronted with unknown dangerous programs or behaviors; therefore, there is no need to update virus patterns or detection criteria on a regular basis.

AI Appliances

Intelligent Video Analytics (IVA) Appliances

Our edge AI IVA Appliances install Gorilla software on hardware bundles, resulting in all-in-one solutions. IVA Appliances use deep learning to analyze and turn unstructured video and picture data into structured data. Once processed, the encrypted data is delivered to in public, private, or hybrid servers as an event with the time of capture for analysis. The data is then transformed into useful, real-time insights by our numerous AI algorithms, which include people, vehicle and object detection capabilities.

IVAR® Appliance

IVAR® by Gorilla is a comprehensive all-in-one surveillance solution that combines video management and intelligent video analytics (IVAs). The real-time analytics solution from IVAR® provides insight into business and operations in a single, easy-to-read statistics dashboard. People and face recognition, vehicle detection and recognition, object detection and classification, behavior analysis, business intelligence and COVID-19 management and prevention are among the platform’s primary capabilities.

IVAR® allows government, transportation, business and retail administrators to better monitor, manage and make decisions on a large scale. Many projects throughout the world have used IVAR®, including traffic control, public safety, enterprise security and retail analytics. Our edge computing solutions, such as IVAR® are having an impact on how society employs intelligent video analytics around the world.

Smart Attendance

We offer a complete workforce management solution with our Smart Attendance. Smart Attendance makes use of IVAs to allow businesses to track employee health and safety, work hours, clock-ins/outs, absenteeism and HR management departments in a secure environment, ensuring the protection of company assets and intellectual property.

Smart Attendance’s primary features include:

•        contactless access via facial recognition and RFID/card recognition

•        biometric security temperature detection

•        two-factor authentication

Smart Attendance automatically logs employee timestamps directly to a database, minimizing manual data input costs and payroll processing. Smart Attendance works with existing systems such as clock-in machines, iPads and computers with webcams. Clients can install clock-in/out devices anywhere within a facility, and attendance records will be synchronized over the network. Our product enables accurate facial recognition, even when staff wear masks, and is combined with temperature detection to empower organizations to create the safest work environments possible.

Event & Video Management System Appliances

Gorilla Event & Video Management System (EVMS) is an advanced VMS with AI-based event search and management system to store event/object attributes in temporal-spatial big data database from Gorilla, which delivers comprehensive operational management and business insights.

The primary benefits of EVMS are:

•        Cost Efficiency — AI-based video analytics are embedded to replace manual video monitoring, save human resource costs and increase efficiency.

•        Event Alert — Real-time abnormal event alerts provide management efficiency and perform effective and near instant event handling and event searches.

•        Interoperable — Interoperability to work with standard camera and NVR in one VMS platform, manage video and events from any number of Gorilla or third party VMS/NVR and IVA systems.

•        At-a-Glance Awareness — The visualized and customizable event dashboard gives at-a-glance situational and system awareness.

Operation Technology (OT) Security Appliance

OT is a type of hardware and software used to monitor and control physical devices, processes, and infrastructure. OT Security is a common form of cybersecurity used to protect industrial systems and networks from various threats.

Gorilla offers robust cybersecurity solutions leveraging AI and machine learning for OT networks to protect customer’s data and devices. To defend against attacks, we offer a wide-range of data, network, and endpoint security solutions to ward off attacks, along with AI-based forensic tools and comprehensive data monitoring and alert systems.

Security convergence is a guiding philosophy for Gorilla’s cybersecurity products. We see how digital transformation is enabling businesses to become more resilient and strong in their networks, but we also see the potential for cyber threats and endpoint protection. Malicious attacks are always developing and other risk factors such as the fact that certain endpoints are running obsolete software make them to be more vulnerable to hackers, highlighting the significance of solid endpoint protection and other advanced network security measures.

Our OT Security Appliance includes the following:

•        NetProbe is an AI-based intrusion detection and prevention system that learns localized cyber-attack patterns and blocks threats from outside of your network, ensuring the safety and security of your data.

•        NetTrap imitates many network services and HW devices to broaden the breadth of threat detection. It adopts AI-based technology detects suspicious activities in your networks. It can also isolate and control cyber risks before they occur, preventing internal users or devices from connecting to hostile IPs with or without their awareness. By utilizing automated methods and deep learning to identify harmful websites, network administrators can save time.

•        EdgeGuard recognizes threat patterns and prevents attacks from outside the network. EdgeGuard is a cybersecurity system designed for tough industrial OT environments. It leverages edge AI to identify cyber threats and offers a comprehensive protection system.

•        FR-MOTP strengthens authentication processes by combining facial recognition with a one-time password sent to a mobile device. The additional stages of verification protect IT and OT systems from identity theft and brute force attacks

AI SaaS Platform

Smart Retail SaaS

Smart Retail is a comprehensive, real-time, analytical tool for single/multi-store operations and retail marketers, incorporating camera and IoT-gathered data to store information relating to traffic, shopper identification, revenue and conversion rates to deliver insights for more targeted advertising and efficient staffing management.

The core capabilities of Smart Retail are:

•        Shopper Demographics.    Smart Retail provides detailed information on customer traffic, gender and age. This data, when combined with point-of-sale data, conversion rates and shopper preferences, allows companies to create more targeted promotional campaigns to increase sales.

•        Visualized Shopper Behavior.    Smart Retail leverages IoT devices and cameras to gather data relating to a shopper’s location and their time spent in certain areas to visualize behaviors and help clients understand product attractiveness.

•        Advanced Data Analytics.    Smart Retail’s analytics dashboard provides clients with real-time, actionable data so they can take advantage of market momentum or avoid potential losses. It provides high-priority items that are integrated with external databases, such as point-of-sale devices, to produce comprehensive and in-depth and insights.

Smart City and Transportation SaaS

Through our Smart City SaaS, we provide superior traffic management, public safety and planning data for governments, transportation entities, campus and arena managers. Smart City can provide IVAs for the management of large-scale areas with considerable traffic volumes using camera and IoT data.

The core capabilities of Smart City are:

•        People tracking and experience reporting.    Smart City gives clients actionable items to manage services within defined zones by giving real-time data on foot traffic and congestion in defined locations.

•        Access control.    Face recognition is used in Smart City to improve security by authenticating access to specific areas.

•        Vehicle management.    Smart City improves traffic management by diverting traffic to less congested regions using license plate recognition and vehicle location searches.

•        Public safety.    Smart City employs video analytics to detect and warn clients to area intrusions into restricted areas, suspicious loiterers and black-listed individuals. It can also monitor and identify traffic violations in real time, allowing for increased enforcement while lowering the number of officers on the street.

Endpoint Security SaaS

Endpoint Security SaaS, as the name suggests, is a service that protects endpoints against security threats. Malware and suspicious activities detection, vulnerability warning, policy conformance and Biometric Multi-factor Authentication are all part of the solution. The endpoint’s safety factor may be assessed, and information security risks and threats can be reduced, due to different protective measures.

•        AI-based malware and behavior detection can supplement the endpoint’s existing antivirus software, detect unknown malware, and lower the risk of APT assaults on endpoints.

•        Examine whether the endpoint adheres to the organization’s security policies. Many government organizations, for example, have established a government configuration baseline (GCB) that sets the organization’s standard security setup for each endpoint. When an endpoint’s configuration does not match the GCB, it may indicate that there is a risk.

•        Check for the presence of software with known vulnerabilities on the endpoint to prevent hackers or malware from exploring these flaws to compromise the system.

•        When logging or executing high-privilege commands, the user must pass biometric multi-factor authentication. It can prevent a hacker from gaining access to the endpoint’s high privileges and causing significant damage.

The global edge AI software market size to grow from $590 million in 2020 to $1,835 million by 2026, at a Compound Annual Growth Rate (CAGR) of 20.8% during the forecast period. According to MarketsandMarkets, various factors such as increasing enterprise workloads on the cloud and rapid growth in the number of intelligent applications are expected to drive the adoption of the edge AI solutions and services. Enterprises are increasingly adopting edge AI software, as they support critical AI applications, such as autonomous vehicles and robotics. Moreover, the considerable growth in the use of wearable devices is a potential factor, which is expected to drive the growth of edge AI software, as they need computing on-the-go and cannot depend on distant cloud services. With the proliferation of digital devices, edge AI software is expected to gain significant market traction in the coming years.

As edge AI and video analytics grow more entwined, Fortune Business Insights forecasts a 21.3% CAGR for the worldwide video analytics market to 2027, with Gorilla cited as a key player in that prediction. “...the rise of intuitive technology, most notably AI-enabled surveillance systems, is luring consumers and employees, resulting in disruptive corporate outcomes.” Additionally, increased usage of video analysis solutions in retail, healthcare, building & construction, and other sectors is offering attractive prospects for market participants.”

Despite the rising cloud computing market, the demand for more efficient and responsive systems has grown significantly. Moving AI and computation closer to the network edge reduces bandwidth requirements, provides for more agile transfer and response times, and ensures secure and private data protection by allowing close physical proximity to the end-user.

Gorilla, along with a dozen other significant companies, has been recognized by market research firms such as Fortune Business Insights and MarketsandMarkets as a key player in the development of edge computing solutions. Gorilla has a distinct advantage over its competitors in terms of end-to-end solutions and a diverse variety of vertical solutions.

Edge AI Computing, AI Big Data Platforms, and Vertical AI Application Services are all part of Gorilla AI lifecycle framework. Gorilla also offers a wide range of vertical solutions for edge computing in Government & Public Service, Smart City and Safe City, Industrial, and Commercial, whereas cloud-based solutions providers such as Alphabet, Microsoft, and Amazon Web Services mostly provide cloud-based AI services for general use. As a result, clients would have to customize solutions to meet their specific needs while also being willing to accept privacy concerns and the risk of network latency.

Gorilla has advanced edge AI technology that allows for real-time responses to events from edge and IoT devices, as well as security equipment. Users obtain advanced insights about people, cars, and moving objects in the form of information for unique use-cases in surveillance and security, retail and customer service, traffic and parking, employee and visitor management, and other areas. As the first certified computer vision MRS (Market Ready Solution) partner of a global leading technology company, Gorilla’s AI technology is helping fast-track the deployment of computer vision for edge computing involving cameras and IoT devices.

Gorilla is engaging with a variety of cross-platform edge device makers for SoC to provide optimized AI capabilities on various edge devices.

Avigilon, Axis, and Genetec, for instance, are three leading video surveillance system providers that specialize in video surveillance equipment and video management systems. However, they have recently shifted their focus to video analytics as well. In addition to video analytics, Gorilla provides comprehensive end-to-end solutions including OT security and Big Data, which are ideal for solving complex issues that customers face in a range of circumstances.

Nozomi Networks, Claroty, and Dragos are OT security companies that provide solutions for network visualization and threat detection in the OT environment. With our AI-based threat detection and comprehensive data monitoring and alerting systems, Gorilla also provides a wide range of data, network, and endpoint security solutions to defend against cyberattacks, all of which can work alone or seamlessly with Vision AI Appliance and SaaS.

Gorilla is building Vertical AI Applications on the rapidly evolving Hybrid Edge-Cloud environment, which will converge with our core technology. On top of the AI Big Data platform, multiple vertical applications will be developed to provide a real-time and statistical AI data and visualization dashboard that would integrate both video analytics and cybersecurity analytics AI data.

Gorilla offers a wide range of AI solutions and services that integrate video analytics and IoT technology to provide business intelligence insights for improving sales, operations, and customer experience. Smart cities, commercial and major enterprise settings, retail, and hospitality are just a few of the key industries that have already implemented this technology. Governments and businesses are using Gorilla’s vertical solutions and services in innovative ways, such as easing traffic congestion or better managing customers in a busy retail setting.

Key Industry Drivers

Acceleration of Digital Transformation

The rise of the Internet of Things, referred to as IoT, is a sign of global digital change. The COVID-19 epidemic, as well as the increasing acceptance of remote learning and working, have promoted businesses and individuals throughout the world to use a wide range of technology solutions and tools to achieve their potential and become more productive with data. The market for IoT devices has grown considerably and the International Data Corporation (“IDC”) predicts that by 2025 there will be 55.7 billion connected devices worldwide, 75% of which will be connected to an IoT platform, which bridges the gap between devices and networks.

IDC predicts that data generated by these devices is estimated to be 73.1 zettabytes (73.1 billion terabytes) by 2025, mostly arising from security and video surveillance but an increasing portion of this data will be generated from industrial IoT applications. The increasing need to process, store and analyze this data is anticipated to help drive demand for edge AI and security coverage and fuel growth for the market.

Cloud-based Data and Computing Solutions

We anticipate that customers will continue to seek open, cloud-based solutions that facilitate the sharing of data across enterprise functions in an agile and convenient manner. Accordingly, the need for off-site servers along with the increased bandwidth required to share data between devices in the cloud is expected to generate additional demand for efficient computing technology.

Further, as the market transitions to more cloud-based solutions, operators will require agile, efficient and robust solutions to deal with increased data, computational capacity and security requirements.

5G Networks

Fifth Generation, or“5G,” technology enables mobile devices to process data at faster speeds, which, in turn, improves functionality and connectivity. The improvement in the capabilities of mobile networks with the growing adoption of 5G will increase the volume of data being generated, processed and shared from IoT devices exponentially. The faster and more reliable data flows will lead to improved connection density. The IoT market will continue to grow as more devices become equipped to handle the bandwidth capabilities provided by 5G networks.

The adoption of 5G networks and the increased bandwidth provided is expected to transform industries from all business sectors, exponentially increasing the agility of such companies to process and share data. The increase in the volume of data being shared will require technology capable of securely processing, storing and analyzing data from end-to-end and from cloud-to-edge.

Proliferation of AI and Machine Learning

The value of AI and machine learning in driving innovation in technology has grown considerably over the last decade. The automation of processing vast amounts of data is a key concern of many businesses, organizations and individuals globally and helps stakeholders make sense of data to realize potential.

This growing market has expanded the range of solutions required by end-users from edge to cloud. With machine learning and AI no longer limited to the realm of supercomputers and prohibitively expensive technology, businesses and individuals are increasingly exposed to, and have increased access to, the capabilities of these technologies.

The Intelligent Edge

Despite the aforementioned growing cloud computing market, the need for more efficient and responsive systems has increased considerably. The movement of AI and computing closer to the network edge ensures lower bandwidth requirements, enables more agile transfer and response times and allows close physical proximity to the end-user to ensure secure and private data retention.

Edge AI and edge computing is projected to grow as businesses seek to ensure transferability, reduce latency and maintain the security of their data. According to Valuates Reports, the edge AI market size is projected to reach $2,773.2 million by 2027 and was valued at approximately $576 million in 2020.

Cybersecurity Issues and Ransomware

Cybersecurity threats and the entry of hostile attackers have increased as a result of digital transformation and the adoption of cloud solutions. Industrial systems and OT devices have become more networked and interwoven with IT systems, making them more vulnerable to cyberattacks. For commercial and government entities, this is becoming an increasingly serious operational and reputational challenge.

Malware, ransomware and malicious attackers have increased in recent years, attempting to gain access to networks or data centers, disrupt systems and services or demand ransom to return control of data and services. Cybersecurity threats are continually growing and becoming more complex and sophisticated, which makes detecting and properly protecting against them more difficult. These considerations have prompted businesses and governments to look for ways to protect their IT, OT and data, necessitating the development of more complex and comprehensive cybersecurity solutions.

Key Strengths

Visionary leadership with a strong track record in video analytics and technology development

Gorilla’s basis is built on the digitization and archiving of large volume of video for the purpose of storage, retrieval and analysis by broadcasting industry clients. Based on their breadth of experience, Gorilla’s leadership group has built a strong track record in video analytics and has extended this knowledge to developing advanced AI and machine learning solutions for a variety of digital applications.

With over 20 years of tech development and video processing experience, as well as the vision and expertise of our leadership group and robust research and development team, Gorilla has been at the forefront of high-performance video analysis optimized by Intel’s OpenVINO toolkit. We have been recognized in the marketplace for innovative design, best-in-class edge computing products and are a consistent top performer in facial recognition technology.

Diverse product portfolio which easily integrates with existing system infrastructure of clients

Gorilla has strong, market-exclusive technology that may be applied across a wide range of industries and sectors. Gorilla’s extensive product offering can meet a wide range of customer objectives and provide solutions to satisfy all video analysis needs, including retail, education, government and law enforcement.

Gorilla’s product offerings and solutions are compatible with the existing architecture of leading CPU manufacturers. As a result, Gorilla’s products are readily accepted and incorporated into existing system infrastructures.

Gorilla has integrated our video analytics and IoT technology on edge gateways, which are compatible with most of the enterprise level servers in the market. Softbank’s AI analytics platform is a global IoT partner. In its AI engine for retail industry applications, Softbank’s AI analytics platform uses Gorilla’s technology. Gorilla’s technology is deployed by market leaders thanks to strategic collaborations with other important companies in several fields.

Diverse customer base including government (from state to municipal level), transportation, enterprise and retail administrators

Gorilla engages with both private and public sector customers. Retail, construction, manufacturing, medical and office administration are among our private sector customers, while state and local governments, transportation entities, correctional facilities, educational institutions and law enforcement agencies are among our public sector customers.

This broad customer base helps ensure the proliferation and general acceptance of our technology, as well as a diversified source of revenue.

Pursue geographic diversity to capitalize on the global opportunity

While some competitors are focused on specific regions, Gorilla offers global coverage and a large ecosystem of partners across the world that provides our product and service offerings and help customers integrate these offerings.

Gorilla’s solutions meet a variety of market needs without the need to engage additional partners, allowing for faster scaling and lower costs.

In geographic regions where Gorilla does not have an operating subsidiary, we provide our product and service solutions through a suite of non-exclusive agreements that appoint sales representatives, resellers and distributors to engage with end customers.

Sales representatives are granted rights to use our products and services to market, promote and solicit orders of products on a non-transferable, non-sub-licensable and limited basis in designated regions. Sales representatives earn sales commission and contracts are not automatically renewed.

Resellers purchase our products and services for resale to end customers and provide maintenance services in their areas of operation. They are permitted to use our software for demonstration, training and maintenance services. The contracts are automatically renewed unless prior notice is otherwise provided.

Distributors purchase our products at a discount and are permitted to market, distribute, sell, bundle, promote and advertise the products directly to end customers in their region of operation. The contracts are automatically renewed unless prior notice otherwise is provided.

Our agreements provide us with the flexibility to enter markets without an established presence in a cost effective and efficient manner.

Core Strategies

Gorilla’s core strategies revolve around the growth of our business, which requires continuous refinement and development of our product and service offerings, expansion of our customer base and geographic reach, scaling of our sales and marketing efforts and the pursuit of key partnerships to ensure that our technology is the foremost choice in the market.

Gorilla provides edge AI appliances and smart edge devices with embedded Gorilla AI models to generate actionable insights across the edge to the edge datacenter using our AI Lifecycle eco-growth recurring business model. AI data analytics SaaS and new scenario-based AI inference educated by AI training SaaS can be dispatched to edge AI appliance to generate a new set of AI data analytics forming an eco-growth AI Lifecycle for the public sectors, Fortune 500 enterprises, and small and media size companies.

We will continue to innovate across all areas that are key to product leadership as we pursue end-to-end solutions for our customers’ rapidly evolving needs, while leveraging existing core competencies.

We have been investing in continuous research and development, or “R&D,” to help develop new solutions to market problems as they arise as well as improve our current offerings. Gorilla is committed to introducing new product features, capabilities and solutions in response to our customers’ requirements and preferences. We plan to utilize a strong intellectual property framework to secure the valuable, unique technology we develop.

We are committed to thoughtfully deploying capital and scaling investment as we seek market penetration in new geographies.

Gorilla will seek reseller partnerships for AI SaaS services and AI Appliances in regions without operating subsidiaries in order to expand into new markets while avoiding regulatory hurdles and overhead expenditures. We intend to execute this strategy in order to enter and establish a foothold in such markets, after which we plan to use additional capital to grow our operations in successful markets.

Gorilla is recruiting key salesforce in the United States to allow cross-ecosystem relationships that are reshaping sectors and introducing new business models. We are strategically hiring key sales heads in important regions in Europe and the Middle Ease, with a focus on backend infrastructure. In Asia, we are growing market access and promoting innovation by building on existing ties in the Asia Pacific region.

Our sales and marketing expenditures have begun to grow, with a significant increase in staff specializing in such operations, increasing from 97 to 137 employees from 2019 to 2020. We intend to engage with new customer segments, expand existing customer segments and continue to leverage sales and lead generation activities.

We are pursuing collaborative partnerships with other key players in sectors relating to chipset production, cloud services, telecommunications and consumer devices.

To ensure uptake and easy integration of our products, Gorilla will seek to pair our video analysis expertise with leading industrial IT and OT infrastructures. We anticipate that Gorilla’s product and service offerings will be able to operate with third-party products and services, as well as pre-existing infrastructure, due to these strategic alliances, partnerships and other similar arrangements.

This strategy is designed to help Gorilla increase the likely that its potential future innovations are adopted in a timely and cost-effective manner, avoiding resistance from the market due to incompatibilities with their respective systems.

Marketing and Sales

Within Asia, Gorilla has established a strong brand and is recognized as one of the leading companies in edge AI technology, IoT technologies and cybersecurity products and services. Gorilla believes that its reputation as a reliable and proven partner in Asia, as well as its well-publicized ties with top firms like Intel and Telstra, will allow for further worldwide brand recognition.

Gorilla is developing new AI models for all verticals in Asia’s rising economies, leveraging its extensive manufacturing supply chain to produce AI Appliances and AI SaaS that can be delivered and implemented quickly in the United States and European markets. Gorilla is accelerating cooperative growth by utilizing hybrid cloud business infrastructure, which comprises Edge, Private Cloud and Public Cloud.

In each location, Gorilla has sales, pre-sales and after-sales teams that provide around the clock service. Gorilla regional sales and support teams educate and collaborate with all reseller and deployment partners to discover the right customers and deliver quality service under reseller and/or memorandum of understanding agreements.

The majority of Gorilla’s global sales forces are based in Taiwan, Tokyo, Japan and Bangkok, Thailand (covering Thailand, Indonesia, Philippines, Vietnam, Singapore and Malaysia). We plan to expand our sales force in United Kingdom to cover European business opportunities, as well as in certain regions of the United States to expand our business into North America.

Research and Development

Gorilla has invested a significant amount of time and resources into research and development in order to expand our product line, improve our current product and service offerings and further drive our efficiency.

Our development process takes place at our headquarters in Taipei, Taiwan and, as of June 30, 2021, our expenses for R&D activities constitute approximately 48.03% of our revenue. As we reach the maturity of our product offerings, R&D expenses will likely decrease, but will continually constitute a large portion of our use of proceeds in order to maintain our innovative approach to the market.

As of June 30, 2021, we had more than 200 employees within our R&D department, and approximately 65% of the R&D employees hold master degrees or philosophy doctor degrees in ICT, Physics or Math. Approximately 60% of our R&D employees have over 20 years of professional experience in the relevant vertical fields.

Intellectual Property

The ability of Gorilla to develop and maintain proprietary IT and OT is crucial to our success.

Gorilla currently holds 24 patents and 7 applications for patents currently under review. Of the total 31 patents or patent applications, 12 are located in Taiwan, 10 in China, 7 in the United States, 1 in Japan and 1 in Europe. Our patents relate hardware platforms, AI models, AI appliances and AI SaaS modules.

In addition to our patents, Gorilla relies on copyright and trademarks to protect our software and marketing materials. Gorilla currently holds 33 trademarks, all of which are granted. Out of the total 33 trademarks, 13 are located in Taiwan, 6 in the United States, 10 in China, 2 in Australia, 1 in Japan and 1 in Europe. Gorilla currently holds 5 software copyrights in China. Also, Gorilla currently holds 13 different domain names covering our business operations, 8 of which are currently not in use.

Regulation

Data Privacy

Gorilla primarily deals with significant amounts of data, including vehicle data and personal identifiable information (“PII”), which are subject to emerging regulatory federal, state, national and international frameworks that are prone to constant change.

To operate its business, Gorilla’s devices receive, process and share video data and depending on the natural of such data, may be subject to the EU and UK GDPR, the EU Directive on Privacy and Electronic Communications, California’s CCPA promoting open access to data and neutrality. Neither any data received by Gorilla’s devices nor any PII contained therein is transmitted to, or stored in Gorilla’s servers.

Currently, in certain markets such as the U.K. and the U.S., Gorilla’s services only deal with images and videos without PII. For example, the edge AI computing detects the number of people walking by a certain area during a period of time to control the brightness of street lamps for the energy saving purpose. However, the edge AI computing applied in such markets does not catch clear facial images of such pedestrians so no PII is collected, processed or shared accordingly. If in the future other applications of the edge AI computing involving PII are desired by the U.K. or the U.S. customers, local data privacy regulations will apply.

In Taiwan, the major market where Gorilla’s revenues come from, the facial recognition technology is comprehensively used by Gorilla’s customers to collect and process PII, therefore Gorilla and its customers are subject to Taiwan’s Personal Data Protection Act and the Enforcement Rules thereof.

In other markets where Gorilla only supplies hardware devices to local service integrators, except that such hardware devices will be in compliance with EU ETSI Standards, it is local integrators’ sole discretion whether to activate any function to collect, process or share PII, and if yes, it is local integrators’ responsibility to obtain sufficient assurances from data providers that the subject of the date has been provided with clear and appropriate notice and explicitly consented to provide such data, or with sufficient authorization under applicable laws and regulations.

Criminal Investigation and Security Surveillance

Gorilla’s services are utilized by its customers who are regulatory authorities empowered to conduct criminal investigations and transportation/public facilities (airports, seaports, railway stations and hospitals) authorized to conduct security surveillance for the protection of public safety. Gorilla’s processing and sharing of data with such customers are subject to local laws and regulations regarding human right protection. Gorilla ensures that all services and data provided to its customers are authorized by applicable laws and/or court writs.

Government Procurement Laws

Many customers of Gorilla are government agencies or state-owned companies in Taiwan. The procurement of Gorilla’s services and/or products by such customers is subject to the Government Procurement Act of Taiwan and public tender processes. Subject to the tendering agencies’ discretion and the rules set forth in the tender documents,

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

The following discussion of Global’s financial condition and results of operations should be read in conjunction with Global’s financial statements and notes to those statements included elsewhere in this proxy statement/prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Please see “Cautionary Statement Regarding Forward-Looking Statements.” Global’s actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including but not limited to those described under “Risk Factors” and elsewhere in this proxy statement/prospectus. References in this section to “we,” “us,” “our,” and “the Company” are intended to mean the business and operations of Global.

Overview

Global is a blank check company incorporated as a Cayman Islands exempted company on August 6, 2020, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses. Global will effectuate its business combination using cash from the proceeds of the Global IPO and the sale of the private placement units, its shares, debt or a combination of cash, share and debt.

Global expects to continue to incur significant costs in the pursuit of its acquisition plans. Global cannot assure you that its plans to complete a business combination will be successful.

Results of Operations

Global has neither engaged in any operations nor generated any revenues to date. The only activities through September 30, 2021 were activities related to its formation, the Global IPO and search for a prospective initial business combination target. Global does not expect to generate any operating revenues until after the completion of its initial business combination. It will generate non-operating income in the form of interest income on marketable securities held in the Trust Account. It will incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as expenses for due diligence on prospective targets.

For the three months ended September 30, 2021, Global had net income of $1,229,478, which consisted of $17,119 in interest earned on marketable securities held in the Trust Account, $19 in interest earned in our operating bank account, and $1,552,928 in change in fair value of warrants, offset by $340,588 in operating costs.

For the nine months ended September 30, 2021, Global had net income of $9,752,573, which consisted of $20,732 in interest earned on marketable securities held in the Trust Account, $33 in interest earned in its operating bank account, and $11,325,264 in change in fair value of warrants, offset by $613,445 in formation and operating costs, and $980,011 in warrant issuance costs.

For the period from August 6, 2020 (inception) through September 30, 2020, Global had net loss of $2,238, which consisted of $2,238 in formation and operating costs.

Liquidity and Capital Resources

As of September 30, 2021, Global had cash of approximately $0.5 million. Until the consummation of the Global IPO, Global’s only source of liquidity was an initial purchase of ordinary shares by the Sponsor and loans from the Sponsor.

Subsequent to the consummation of the Global IPO, partial exercise of the over-allotment option, and associated private placements, $169,175,000 of cash was placed in the Trust Account, and its liquidity needs have been satisfied through the proceeds from the consummation of the private placement not held in the Trust Account.

Global intends to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less deferred underwriting commissions and income taxes payable) to complete its initial business combination. To the extent that its shares or debt is used, in whole or in part, as consideration to complete its initial business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue its growth strategies.

Global intends to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete an initial business combination.

In order to finance transactions costs in connection with Global’s initial business combination, the Sponsor or an affiliate of the Sponsor, or certain of Global’s officers and directors may, but are not obligated to, loan Global funds as may be required. If Global completes its initial business combination, it would repay the working capital loans. In the event that a business combination does not close, Global may use a portion of proceeds held outside the Trust Account to repay the working capital loans but no proceeds held in the Trust Account would be used to repay the working capital loans. Up to $1,500,000 of such loans may be convertible into units at a price of $10.00 per unit at the option of the lender at the time of an initial business combination. The units would be identical to the private placement units sold in the private placement.

Global does not believe it will need to raise additional funds following the Global IPO in order to meet the expenditures required for operating its business. However, if its estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, it may have insufficient funds available to operate its business prior to its initial business combination. Moreover, Global may need to obtain additional financing either to complete its initial business combination or because it becomes obligated to redeem a significant number of its public warrants upon completion of its initial business combination, in which case it may issue additional securities or incur debt in connection with such business combination. In addition, Global intends to target businesses larger than it could acquire with the net proceeds of the Global IPO and the sale of the private placement units, and may as a result be required to seek additional financing to complete such proposed initial business combination. Subject to compliance with applicable securities laws, Global would only complete such financing simultaneously with the completion of its initial business combination. If Global is unable to complete an initial business combination because it does not have sufficient funds available, it will be forced to cease operations and liquidate the Trust Account. In addition, following its initial business combination, if cash on hand is insufficient, Global may need to obtain additional financing in order to meet its obligations.

Critical Accounting Policies

The preparation of these unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statement. Actual results could differ from those estimates.

Class A Ordinary Shares (Underlying the Public Subunits) Subject to Possible Redemption

Global accounts for its Class A ordinary shares (underlying the public subunits) subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within Global’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. Global’s Class A ordinary shares feature certain redemption rights that are considered to be outside of Global’s control and subject to the occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value of $10.10 per share (plus any interest earned on the Trust Account) as temporary equity, outside of the shareholders’ equity section of Global’s balance sheets.

Derivative Financial Instruments

Global evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are recorded at fair value at inception and re-valued at each reporting date, with changes in the fair value

reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

FASB ASC 470-20, Debt with Conversion and Other Options addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. Global applies this guidance to allocate IPO proceeds from the units between Class A ordinary shares and warrants, using the residual method by allocating IPO proceeds first to fair value of the warrants and then the Class A ordinary shares.

Net Income (Loss) Per Ordinary Share

Global complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The statements of operations include a presentation of income (loss) per Class A redeemable public share and income (loss) per non-redeemable share following the two-class method of income (loss) per share. In order to determine the net income (loss) attributable to both the public Class A redeemable shares and the non-redeemable shares, Global first considered the total income (loss) allocable to both sets of shares. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the accretion to redemption value of the Class A ordinary shares subject to possible redemption was considered to be dividends paid to the public shareholders. Subsequent to calculating the total income (loss) allocable to both sets of shares, Global split the amount to be allocated using a ratio of 77% for the Class A redeemable public shares and 23% for the non-redeemable shares for the three months ended September 30, 2021 and 68% for the Class A redeemable public shares and 32% for the non-redeemable shares for the nine months ended September 30, 2021, reflective of the respective participation rights.

The calculation of diluted net income per ordinary share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of overallotment option granted in connection with the IPO and (iii) private placement since the exercise price of the warrants is higher than the market price.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements.

Off-Balance Sheet Arrangements; Commitments and Contractual Obligations

Registration Rights Agreement

Pursuant to a registration rights agreement entered into on April 8, 2021, the holders of the Founder Shares, the representative shares, and the private placement units and its underlying securities are entitled to certain registration rights. Global will bear the expenses incurred in connection with the filing of any registration statements pursuant to such registration rights.

Underwriting Agreement

Pursuant to the underwriting agreement, the underwriters received a cash underwriting discount of $3,350,000 following the consummation of the Global IPO and the partial exercise of the over-allotment option. In addition, the underwriters also received 100,000 representative shares upon the consummation of the IPO.

Additionally, the underwriter will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the IPO and partial exercise of the over-allotment option, or $5,862,500, upon the completion of Global’s initial business combination subject to the terms of the underwriting agreement.

The underwriter has agreed that the deferred underwriting discount will be reduced pro rata for redemptions from the Trust Account prior to completion of the initial business combination, up to a maximum reduction of 20%. In addition, the underwriter has agreed that Global may allocate up to 30% of the net deferred underwriting commissions, after any reductions due to redemptions, to a firm or firms who assists Global in connection with completing the initial business combination.

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

The following discussion and analysis of Gorilla’s financial condition and results of operations should be read in conjunction with the section titled “Selected Consolidated Financial and Other Data” and the consolidated financial statements and related notes included elsewhere in this proxy statement/prospectus. Some of the information contained in this discussion and analysis, including information with respect to Gorilla’s planned investments in its research and development, sales and marketing, and general and administrative functions, includes forward-looking statements that involve risks and uncertainties. You should review the sections titled “Special Note Regarding Forward-Looking Statements” and “Risk Factors” for a discussion of forward-looking statements and important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. In this section “we,” “us” and “our” refer to Gorilla.

Overview

Gorilla Technology Group Inc. (Gorilla) is a market leading provider of video intelligence, Internet of Things (IoT) security and edge content management in the Asia Pacific region with operations and established distribution and sales channels in other key regions across the globe.

We have operated in the field of video analytics since our incorporation in 2001. As video moved from analog to digital formats, we leveraged this core competency to create innovative and business transformative technology utilizing artificial intelligence (AI) and edge AI computing.

Our developed technologies in edge AI computing, video analytics and operational technology (OT) security are the backbone of our suite of product and service solutions for our diversified customer base of commercial, industrial, municipal and government entities. We partner with industry leading companies from cloud infrastructure providers, telecoms, chipset vendors and storage manufacturers to provide end-to-end solutions for different verticals. Our machine learning and deep learning proprietary algorithms underpin our product and service offerings which help our customers to securely move, store and analyze data for actionable use in biometric authentication, account management, device management, business intelligence, and other applications.

We generate our revenue from the sale of hardware, software and services to customers directly under sale contracts and through resellers and distributors under reseller agreements and distribution and software license agreements. For additional details see the section titled “— Sales and Marketing” below.

Business Combination and Public Company Costs

On December 21, 2021, Gorilla entered into the Business Combination Agreement with Global SPAC Partners Co. Pursuant to the Business Combination Agreement, Gorilla Merger Sub, Inc. a wholly owned subsidiary of Gorilla, will merge with and into Global SPAC with Global SPAC surviving the merger. As a result of the Business Combination, and upon consummation of the Business Combination and other transactions contemplated thereof, Global SPAC will become a wholly owned subsidiary of Gorilla, with the security holders of Global SPAC becoming security holders of Gorilla.

The Business Combination will be accounted for as a capital reorganization. Under this method of accounting, Global will be treated as the “acquired” company 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.

As a consequence of the Business Combination, the Gorilla ordinary shares would be registered under the Exchange Act and listed on Nasdaq, which would require Gorilla to hire additional personnel and implement procedures and processes to address public company regulatory requirements and customary practices. Gorilla expects to incur additional annual expenses as a public company for, among other things, directors’ and officers’ liability insurance, director fees and additional internal and external accounting and legal and administrative resources, including increased audit and legal fees.

Key Factors Affecting Gorilla’s Performance

The performance of our business depends on a number of factors, such as the following.

Adoption of Gorilla’s product and service offering

Gorilla’s future success depends in a large part on the market adoption of our product and services and the level to which they can be integrated into their pre-existing IT and OT infrastructure. While Gorilla sees growing demand for our platform, particularly from large enterprises, seeking access to our product and service offerings, it is difficult to predict customer adoption rates and future demand, we believe that the benefits of our platform put it in a strong position to capture the significant market opportunity ahead.

Recurring revenue from existing customers

Gorilla’s diverse base of customers represents a significant opportunity for further adoption of our broad product and service offerings. While we have seen an increase in the number of our customers, we believe that there is a substantial opportunity to expand the sale of our products and services among our existing customers. We plan to continue investing in our direct sales force to encourage increased sales among our existing customers.

Once utilized, Gorilla’s customers often expand their use more broadly within the enterprise as they identify new use cases and realize the benefits of our products and services. In any given period, there is a risk that customer consumption of our products and services will be lower than we expect, which may cause fluctuations in Gorilla’s revenue and results of operations. Gorilla’s ability to increase usage of our products and services by existing customers, and, in particular, by large enterprise customers, will depend on a number of factors, including customers’ satisfaction, competition, pricing, overall changes in our customers’ spending levels and the effectiveness of our sales and marketing efforts.

Expansion of Gorilla’s geographic coverage and customer base/Acquiring new customers

We believe there is a substantial opportunity to further grow our customer base by continuing to make significant investments in sales, marketing and brand awareness. Gorilla’s ability to attract new customers will depend on a number of factors, including our success in recruiting and scaling our sales and marketing organization and competitive dynamics in our target markets. We intend to expand our direct sales force, with a focus on increasing sales in targeted geographies and customer segments. We may not achieve anticipated revenue growth from expanding our sales force to focus on large enterprises if we are unable to hire, develop, integrate, and retain talented and effective sales personnel; if our new and existing sales personnel are unable to achieve desired productivity levels in a reasonable period of time; or if our sales and marketing programs are not effective.

Investing in growth and scaling our business

We are focused on our long-term revenue potential. We believe that our market opportunity is large, and we will continue to invest significantly in scaling across all organizational functions in order to grow our operations both domestically and internationally. We have a history of introducing successful new features and capabilities on our platform, and we intend to continue to invest heavily into research and development and sales and marketing to grow our business to take advantage of our expansive market opportunity rather than optimize for profitability or cash flow in the near future.

Key Business Metric(s)

Gorilla monitors the key business metric set forth below to help it evaluate its business and growth trends, establish budgets, measure the effectiveness of its sales and marketing efforts, and assess operational efficiencies. The calculation of the key metric discussed below may differ from other similarly titled metrics used by other companies, securities analysts or investors.

Number of contracts of sale

Gorilla will continue to monitor the number of direct and indirect agreements with customers for the provision of our suite of products and services. The number of agreements will directly impact the results of operations, including revenues and gross margins for the foreseeable future.

Number of strategic partnerships with industry leaders

Gorilla will monitor the number of partnerships held with leading companies within the cloud infrastructure providers, telecoms, chipset vendors and storage manufacturers for the provision of our technology. The number of partnerships will influence the dissemination of our product and service offering and will impact future revenue and gross margins.

Number of US & European Clients

Gorilla will monitor the number of clients within the US and EU regions for the provision of our product and service offering. The number of clients within these regions will determine the success of our efforts to broaden our client base and will impact future revenue and gross margins.

Impact of COVID-19

Our financial performance has been affected by the outbreak of COVID-19. The Group’s significant operation is in Taiwan, which has been affected by the spread of COVID-19 since 2020. More broadly, the COVID-19 pandemic has affected almost all countries of the world, and resulted in border closures, production stoppages, workplace closures, movement controls and other measures imposed by the various governments.

Resultantly, COVID-19 has disrupted our operations and the operations of our suppliers, customers, and other business partners and may continue to do so for an indefinite period of time, including as a result of travel restrictions and/or business shutdowns.

Gorilla has experienced, and may continue to experience, a modest adverse impact on certain parts of its business following the implementation of shelter-in-place orders to mitigate the outbreak of COVID-19, including a lengthening of the sales cycle for some prospective customers and delays in the delivery of professional services and trainings to Gorilla’s customers. Gorilla has also experienced, and may continue to experience, a modest positive impact on other aspects of its business, including an increase in consumption of its service and product offering by new and existing customers.

Moreover, Gorilla has seen slower growth in certain operating expenses due to reduced business travel, deferred hiring for some positions and the virtualization or cancellation of customer and employee events. While a reduction in operating expenses may have an immediate positive impact on our results of operations, we do not yet have visibility into the full impact this will have on our business. We cannot predict how long we will continue to experience these impacts as shelter-in-place orders and other related measures are expected to change over time. Our results of operations, cash flows, and financial condition have not been adversely impacted to date. However, as certain of our customers or partners experience downturns or uncertainty in their own business operations or revenue resulting from the spread of COVID-19, they may continue to decrease or delay their spending, request pricing discounts, or seek renegotiations of their contracts, any of which may result in decreased revenue and cash receipts for Gorilla. In addition, we may experience customer losses, including due to customer bankruptcies or customers ceasing operations, which may result in an inability to collect accounts receivable from these customers. In addition, in response to the spread of COVID-19, we have required substantially all of our employees to work remotely to minimize the risk of the virus to our employees and the communities in which we operate. We may take further actions as may be required by government authorities or that we determine are in the best interests of our employees, customers, and business partners.

The global impact of COVID-19 continues to rapidly evolve, and Gorilla will continue to monitor the situation and the effects on our business and operations closely. Gorilla has considered the market conditions (including the impact of COVID-19) as of the balance sheet date, in making estimates and judgements on the recoverability of assets and provisions for sales and service contracts as of June 30, 2021. However, we do not yet know the full extent of potential impacts on our business or operations or on the global economy as a whole, particularly if the

COVID-19 pandemic continues and persists for an extended period of time. Given the uncertainty, we cannot reasonably estimate the impact on our future results of operations, cash flows, or financial condition. For additional details, see the section titled “Risk Factors.”

Components of Results of Operations

Revenue

Our primary sources of revenue are derived from the sale of hardware, software and services to customers directly under sales contracts and through resellers and distributors under reseller agreements and distribution and software license agreements.

Reseller

Under our typical reseller agreement, resellers purchase Gorilla products and sets their own prices for the end customer’s license of our product line. Resellers earn the difference on the purchase price from Gorilla and the price they set to provide the products and services to end customers. Warranty coverage is maintained by Gorilla. However, the reseller provides maintenance services to customers.

These contracts are automatically renewed for an additional year unless prior notice otherwise is given.

Distribution

Under our typical distribution and software license agreement, distributors purchase our products and are permitted to distribute, sell, bundle, promote and advertise our products directly to end customers. Distributors receive a discount on the purchase price and earn an agreed margin on the resale price. These contracts are automatically renewed for a year unless prior notice otherwise is given.

Cost of Revenue

Cost of revenue consists primarily of expenses associated with salaries, labor, health insurance fees, benefits for personnel, outsourcing costs, warranties and hardware such as servers and storage devices needed for total solutions. We expect that cost of revenue will increase in absolute dollars as our revenue grows and will vary from period-to-period as a percentage of revenue.

Operating Expenses

Our operating expenses consist of research and development, sales and marketing, and general and administrative expenses. Personnel costs are the most significant component of operating expenses and consist of salaries, benefits, bonuses, share-based compensation, and sales commissions.

Research and Development

Research and development expenses consist primarily of personnel-related expenses associated with Gorilla’s research and development and product development teams, including salaries, benefits, bonuses, and share-based compensation. Research and development expenses also include contractor or professional services fees, third-party cloud infrastructure expenses incurred in developing Gorilla’s platform, and computer equipment, software, and subscription services dedicated for use by its research and development and organization. Gorilla expects that our research and development expenses will decrease in absolute dollars as our business grows, as our product and service offerings reach their maturity but will continue to maintain a relatively large expenditure to maintain our innovative approach to the market.

Sales and Marketing

Sales and marketing expenses consist primarily of personnel-related expenses associated with Gorilla’s sales and marketing staff, including salaries, benefits, bonuses, share-based compensation and travel. Marketing expenses also include third-party software tools required for marketing automation and consultation and advertising costs. Gorilla expects these costs to increase over time as our expansion into different markets continues and additional tools and personnel are implemented.

In addition to the costs paid to our directly employed sales and marketing staff, we contract with sales representatives to support marketing activities for Gorilla in specific regions and territories. We license these representatives to use our software to market, promote and solicit orders of our product line on a non-transferable and non-sub-licensable and limited basis. The contracts are not automatically renewed. We pay these sales representatives commission on their sales, which are included in our sales and marketing expenses.

Gorilla expects increases in sales and marketing expenses with:

•        the establishment of sales support operations for Intel AI manufacturer ecosystems in Taiwan, Indonesia, Thailand, Malaysia, Singapore, Japan, US and Vietnam; and

•        enhancement of technical support for AI models to device manufacture, AI Appliances to distributors and system integrators, and AI SaaS to telecommunication and managing service providers in US, Europe, MEA, Latam, India and expand the local support in Australia, Thailand, Indonesia, Singapore, Malaysia, Vietnam and Japan.

Prior to the disruption of international travel caused by the COVID-19 pandemic, sales and marketing expenses also included international travel of personnel and expenses related to trade shows, demonstrations and other marketing events. Gorilla expects that our sales and marketing expenses will grow in absolute dollars as well as a percentage of its revenue over time as Gorilla grows its business.

General and Administrative

General and administrative expenses consist primarily of personnel-related expenses for Gorilla’s finance, legal, human resources, facilities, and administrative personnel, including salaries, benefits, bonuses, and share-based compensation. General and administrative expenses also include external legal, accounting, bookkeeping and other professional services fees, software and subscription services dedicated for use by Gorilla’s general and administrative functions, and other corporate expenses. General and administrative expenses also include allocated overhead costs.

Following the closing of this Business Combination, Gorilla expects to incur additional expenses as a result of becoming a public company, including costs to comply with the rules and regulations applicable to companies listed on a national securities exchange, costs related to compliance and reporting obligations, and increased expenses for insurance, investor relations, and professional services. We expect that our general and administrative expenses will increase in absolute dollars as our business grows but will decrease as a percentage of our revenue over time.

Financial Income (Expense), Net

Financial income (expense), net consists primarily of interest expenses relating to Gorilla’s short-term and long-term borrowings and bank facilities, as well as interest income relating to bank deposits.

Provision for (benefit from) Income Taxes

Provision for (benefit from) income taxes consists primarily of income taxes in certain foreign and state jurisdictions in which Gorilla conducts business. Valuation allowances are provided when necessary to reduce deferred tax assets to the amount more likely than not to be realized.

Results of Operations

The results of operations presented below should be reviewed in conjunction with the consolidated financial statements and notes included elsewhere in this proxy statement/prospectus. The following table sets forth Gorilla’s consolidated results of operations data for the periods presented:

Comparison of the Six Months Ended June 30, 2021 and June 30, 2020

The following table summarizes our historical results of operations for the periods indicated:

Revenue

Our revenue increased by $0.35 million, or 2.34%, to $15.10 million for the six months ended June 30, 2021 compared to approximately $14.76 million for the six months ended June 30, 2020. Our revenue remained relatively flat as no material services were rendered under the circumstances of the COVID-19 pandemic.

Cost of Revenue and Gross Margin

Our cost of revenue increased by $1.03 million, or 11.19%, to $10.26 million for the six months ended June 30, 2021, compared to $9.22 million for the six months ended June 30, 2020.

Our gross margin decreased by $0.69 million, or 12.41%, to $4.85 million for the six months ended June 30, 2021, compared to $5.53 million, for the six months ended June 30, 2020. The increase in cost of revenue and decrease in gross margin are due to increased software outsourcing costs as well as entering into new territories with lower profit margins.

Operating Expenses

Research and Development

Research and development expenses increased by $0.24 million, or 3.42%, to $7.25 million for the six months ended June 30, 2021, compared to $7.01 million, for the six months ended June 30, 2020. The increase was primarily due to increased expenditure on developing 5G related technologies.

Sales and Marketing

Sales and marketing expenses decreased by $0.52 million, or 19.29%, to $2.19 million for the six months ended June 30, 2021, compared to $2.72 million, for the six months ended June 30, 2020. The decrease was primarily due to reduced travelling expenditure as well as marketing events due to the restrictions on international travel imposed by governments during the COVID-19 pandemic.

General and Administrative

General and administrative expenses decreased by $0.49 million, or 33.27%, to $0.98 million for the six months ended June 30, 2021, compared to $1.47 million, for the six months ended June 30, 2020. The decrease was primarily due to improvements in our expense control.

Financial Income (Expense), Net

Financial expense increased by $0.11 million, or 100%, to $0.23 million for the six months ended June 30, 2021, compared to $0.11 million, for the six months ended June 30, 2020. The increase was primarily due to additional short-term borrowing facilities, see Facilities 2 and 11 in section titled “Credit Facilities,” lower deposit interest rates and US Dollar depreciation.

Provision for (benefit from) Income Taxes

Benefit from income taxes increased by $0.02 million, or 45.24%, to $0.06 million for the six months ended June 30, 2021, compared to $0.04 million, for the six months ended June 30, 2020. The increase was primarily due to temporary tax difference for deferred assets or liabilities.

Comparison of the Years Ended December 31, 2020 and December 31, 2019

The following table summarizes our historical results of operations for the periods indicated:

Revenue

Our revenue increased by $6.15 million, or 15.66%, to $45.41 million for the year ended December 31, 2020 compared to $39.27 million, for the year ended December 31, 2019. The increase was primarily due to expanding into varied public service sectors.

Cost of Revenue and Gross Margin

Our cost of revenue increased by $5.79 million, or 27.45%, to $26.86 million for the year ended December 31, 2020 compared to $21.07 million, for the year ended December 31, 2019.

Our gross margin increased by $0.36 million, or 1.99%, to $18.56 million for the year ended December 31, 2020 compared to $18.19 million, for the year ended December 31, 2019.

Our gross margin rate dropped 5.47% due to lower margin rates incurred in the underlying businesses of our new public service sector clients.

Operating Expenses

Research and Development

Research and development expenses increased by $3 million, or 26.45%, to $14.34 million for the year ended December 31, 2020 compared to $11.34 million, for the year ended December 31, 2019. The increase was primarily due to additional research and development relating to our new service offerings.

Sales and Marketing

Sales and marketing expenses increased by $0.59 million, to $5.33 million or 12.49%, for the year ended December 31, 2020 compared to $4.74 million for the year ended December 31, 2019. The increase was primarily due to additional marketing efforts in promoting our AI appliances.

General and Administrative

General and administrative expenses increased by $0.32 million, or 12.25%, to $2.93 million for the year ended December 31, 2020 compared to $2.61 million, for the year ended December 31, 2019. The increase was primarily due to additional leasing costs and sundry expenses.

Financial Income (Expense), Net

Financial expense increased by $0.19 million, or 162.61%, to $0.30 million for the year ended December 31, 2020 compared to $0.12 million, for the year ended December 31, 2019. The increase was primarily due to additional short-term borrowing facilities. See Facilities 1, 3, 7 and 9 in section titled “Credit Facilities”.

Provision for (benefit from) Income Taxes

Benefit from income taxes increased by $0.05 million, or 167.86%, to $0.08 million for the year ended December 31, 2020 compared to $0.03 million, for the year ended December 31, 2019. The increase was primarily due to temporary tax difference for deferred assets or liabilities.

Liquidity and Capital Resources

Overview

Our capital requirements have primarily been for capital expenditures related to the research and development, debt service, and operating expenses. Historically, we have generated negative cash flows from operations and have financed our operations through the borrowings under our credit facilities, equity contributions and payments received from our customers. We anticipate funding our future capital requirements and debt service payments with cash generated from our operations, funds received through the business combination and future borrowings. To the extent we choose to seek additional financing in the future (whether for development, acquisition opportunities as they arise or the refinancing of the financing facilities when due at more favorable terms), we expect to fund such activities through cash generated from operations and through securing further debt financing from banks and the capital markets.

As of December 31, 2020, December 31, 2019, we had cash and cash equivalents of $12,153 thousand, and $17,632 thousand and time deposits (recognized under financial assets at amortized cost — current) of $7,435 thousand and $5,220 thousand, respectively. For the years ended December 31, 2020 and 2019, we incurred net losses of $5,828 thousand and $6,121 thousand and net cash outflow from operating activities of $4,883 thousand and $6,007

thousand, respectively. We also had unused credit lines from bank loans of $3,348 thousand and $4,013 thousand as of December 31, 2020 and 2019 and of $3,113 thousand as of June 30, 2021, respectively. Also, in August 2021, we entered into shareholder loan agreements in the amount of $5,000,000 with certain of our shareholders by issuing promissory notes with an interest rate of 7.5% per annum and maturity date of September 1, 2022.

Our management minimizes liquidity risk through credit facilities and ongoing future cash flow management and planning. Cash flow forecasting is performed in the operating entities of Gorilla and aggregated by our treasury. Our treasury monitors rolling forecasts of our liquidity requirements to ensure it has sufficient cash to meet operational needs while maintain sufficient headroom on its undrawn committed borrowing facilities at all times so that Gorilla does not breach borrowing limits or covenants on any of its borrowing facilities. The forecasting takes into consideration Gorilla’s debt financing plans, covenant compliance and compliance with internal balance sheet ratio targets.

We believe that we will have sufficient cash flows, after taking into the amount of cash and cash equivalent, time deposits recognized under financial assets at amortized cost — current, account the inventory management, unused credit lines from bank loans and shareholder loans, to meet our obligations on a timely basis for the next 12 months from the date our financial statements as of and for the six months ended June 30, 2021 was authorized for issuance. Accordingly, the financial statements have been prepared on a basis that assumes we will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.

The following table shows a summary of Gorilla’s cash flows for the periods presented:

Working Capital

Year Ended December 31, 2020

As of December 31, 2020, we had a working capital of $26,250,241. This was due to the following:

a. Our cash and cash equivalent and our current account of financial assets at amortization costs are $1,803,139 higher than short-term borrowings, and

b. Our accounts receivable of $33,386,894 is $26,660,907 more than the accounts and notes payable.

Year Ended December 31, 2019

As of December 31, 2019, we had a working capital of $28,456,989. This was due to the following:

a. Our cash and cash equivalent and our current account of financial assets at amortization costs are $9,415,931 higher than short-term borrowings, and

b. Our accounts and notes receivable of $31,401,134 is $21,901,435 more than the accounts and notes payable.

Six Months Ended June 30, 2021

As of June 30, 2021, we had a working capital of $21,098,206.

At the end of June 2021, the working capital of Gorilla has been decreasing from Year Ended December 31, 2019 because of the incremental borrowing from the banks to finance its expenditures.

Capital Expenditures

Gorilla books its capital expenditures of $5,526,079 and $11,144,507 for the twelve months ended December 31, 2020 and 2019 respectively, and $2,320,192 for the six months ended June 30, 2021 on acquisition of property, plants and equipment as well as intangible assets. The acquired equipment and intangible assets are mainly for the purpose of research and development of new technology and services.

Operating Activities

Gorilla’s primary uses of cash from operating activities are for personnel-related expenses, sales and marketing expenses and overhead expenses. Gorilla has generated negative cash flows and has supplemented working capital through short-term bank borrowings.

Cash used in operating activities mainly consist of Gorilla’s net loss adjusted for certain non-cash items including depreciation and amortization expenses as well as cash items including changes in operating assets and liabilities.

During the fiscal years ending December 31, 2020 and 2019, net cash provided by (used in) operating activities was approximately $(1.95) million and $11.10 million, respectively. The primary factors affecting operating cash flows between these periods were eroded gross profit and increased expenditures in research and development.

Investing Activities

Cash used in investing activities during the fiscal year ended December 31, 2020 was $7.73 million as a result of purchases of property, plant and equipment and acquisition of intangible assets.

Cashed used in investing activities during the fiscal year ended December 31, 2019 was $10.38 million as a result of purchases of property, plant and equipment and the acquisition of intangible assets.

Financing Activities

Cash provided by financing activities for the fiscal years ended December 31, 2020 and 2019 was $3.88 million and $0.4 million respectively, primarily as a result of proceeds from short term and long term borrowings.

Credit Facilities

Facility 1

In November 2020, we entered into Facility 1, a revolving credit facility consisting of a letter of credit, a short-term bank loan and a letter of guarantee which had a maturity date of November 2021. An renewal letter to Facility 1 was made on November 18, 2021, which extended the maturity date of Facility 1 to November 4, 2022. The revolving credit facility allows for the drawdown of up to $4,612,347 to supplement working capital.

As of June 30, 2021 there is an outstanding amount of $4,498,961. The amounts outstanding under Facility 1 bear interest at 1.68% per annum, subject to certain adjustments.

Facility 1 contains customary representations and warranties, and certain financial and nonfinancial covenants, including but not limited to provision of contracts with our customers or governmental entities upon execution of the same and creation on mortgage on our real properties and charge on our certificate of deposit in an amount of US$2 million in favor of the bank. As of June 30, 2021, we are in compliance with all the covenants associated with Facility 1.

Facility 2

In November 2020, we entered into Facility 2, a revolving credit facility consisting of a letter of credit, a short-term bank loan and a letter of guarantee which had a maturity date of November, 2021. An renewal letter to Facility 2 was made on November 18, 2021, which extended the maturity date of Facility 2 to November 4, 2022 The revolving credit facility allows for the drawdown of up to $4,307,251 to supplement working capital.

As of June 30, 2021 there is an outstanding amount of $2,816,643. The amounts outstanding under Facility 2 bear interest at 1.68% per annum, subject to certain adjustments.

Facility 2 contains customary representations and warranties, and certain financial and nonfinancial covenants, including but not limited to provision of contracts with our customers or governmental entities upon execution of the same and creation on mortgage on our real properties and charge on our certificate of deposit in an amount of US$2 million in favor of the bank. As of June 30, 2021, we are in compliance with all the covenants associated with Facility 2.

Facility 3

In September 2020, we entered into Facility 3, a long-term bank loan which has a maturity date of September 29, 2025. The loan was for an amount of $1,076,813 to supplement working capital and for repayment of certain bank loans.

As of June 30, 2021 there is an outstanding amount of $1,076,813. The amounts outstanding under Facility 3 bear interest at 2.10% per annum, subject to certain adjustments in accordance with the fluctuation of the interest rate for the one-year time deposit of the Taiwan Post Office.

Facility 3 contains customary representations and warranties, and is partially guaranteed by the Small and Medium Enterprise Credit Guarantee Fund of Taiwan. As of June 30, 2021, we are in compliance with all the covenants associated with Facility 3.

Facility 4

In March 2016, we entered into Facility 4, a long-term bank loan which will mature in March 2031. The loan was for an amount of $3,409,907 for capital expenditures, research and development and to supplement working capital.

As of June 30, 2021 there is an outstanding amount of $3,366,190. The amounts outstanding under Facility 3 bear interest at 2.05% per annum, subject to certain adjustments in accordance with the fluctuation of the interest rate for the one-year time deposit of the Taiwan Post Office.

Facility 4 contains customary representations and warranties, and certain financial and nonfinancial covenants, including but not limited to terms relating to cross default and material adverse changes. As of June 30, 2021, we are in compliance with all the covenants associated with Facility 4.

Facility 5

In March 2016, we entered into Facility 5, a long-term bank loan which will mature in March, 2031. The loan was for an amount of $1,794,688 for capital expenditures, research and development and to supplement working capital.

As of June 30, 2021 there is an outstanding amount of $1,771,679. The amounts outstanding under Facility 5 bear interest at 2.05% per annum, subject to certain adjustments in accordance with the fluctuation of the interest rate for the one-year time deposit of the Taiwan Post Office.

Facility 5 contains customary representations and warranties, and certain financial and nonfinancial covenants, including but not limited to terms relating to cross default and material adverse changes. As of June 30, 2021, we are in compliance with all the covenants associated with Facility 5.

Facility 6

In March 2016, we entered into Facility 6, a long-term bank loan which has a maturity date of March 14, 2026. The loan was for an amount of $358,938 for capital expenditures, research and development and to supplement working capital.

As of June 30, 2021 there is an outstanding amount of $351,460. The amounts outstanding under Facility 6 bear interest at 2.05% per annum, subject to certain adjustments in accordance with the fluctuation of the interest rate for the one-year time deposit of the Taiwan Post Office.

Facility 6 contains customary representations and warranties, and certain financial and nonfinancial covenants, including but not limited to terms relating to cross default and material adverse changes. As of June 30, 2021, we are in compliance with all the covenants associated with Facility 6.

Facility 7

In April 2020, we entered into Facility 7, a revolving credit facility consisting of a short-term bank loan and a letter of credit which has a maturity date of April 30, 2021. An renewal letter to Facility 7 was made on May 14, 2021, which extended the maturity date of Facility 7 to April 4, 2022 The loan was for an amount of $5,743,001 to supplement working capital.

As of June 30, 2021 there is an outstanding amount of $4,657,561. The amounts outstanding under Facility 7 bear interest at 1.41-1.86% per annum, subject to certain adjustments from time-to-time.

Facility 7 contains customary representations and warranties, and certain financial and nonfinancial covenants, including but not limited to maintaining a cash flow with non-related parties for an amount greater than NT$45,000,000 within every six-months period, and the average amount of deposit divided by the average credit facility should be greater than (or at least equal to) 50% and etc. As of June 30, 2021, we are in compliance with all the covenants associated with Facility 7.

Facility 8

In May 2019, we entered into Facility 8, a revolving credit facility consisting of a long term bank loan which has a maturity date of March 14, 2026. The revolving facility was amended in May 2020 to include a short-term bank loan and a letter of guarantee for a total amount of $11,486,001.

As of June 30, 2021 there is an outstanding amount of $11,199,637. The amounts outstanding under Facility 8 bear interest at 1.80% per annum for the short-term bank loan and 1.63% per annum for the long-term bank loan.

Facility 8 contains customary representations and warranties, and certain financial and nonfinancial covenants, including but not limited to terms relating to cross default and material adverse changes. As of June 30, 2021, we are in compliance with all the covenants associated with Facility 8.

Facility 9

In April 2020, we entered into Facility 9, a revolving credit facility consisting of a short-term bank and a letter of guarantee which had a maturity date of October 20, 2021. A renewal letter to Facility 9 was made on November 4, 2021, which extended the maturity date of Facility 9 to May 3, 2022. The revolving credit facility allows for the drawdown of up to $2,692,032 to supplement working capital.

As of June 30, 2021 there is an outstanding amount of $2,689,089. The amounts outstanding under Facility 9 bear interest at 1.80% per annum, subject to certain adjustments in accordance with the fluctuation of the interest rate for the one-year time deposit of the Taiwan Post Office.

Facility 9 contains customary representations and warranties, and certain financial and nonfinancial covenants, including but not limited to using a bank account designated by the bank for receiving payment under construction contract with the customers and etc. As of June 30, 2021, we are in compliance with all the covenants associated with Facility 9.

Facility 10

In June 2020, we entered into Facility 10, a long-term bank loan which has a maturity date of June 4, 2023. The loan was for an amount of $179,469 to supplement working capital.

As of June 30, 2021 there is an outstanding amount of $119,644. The amounts outstanding under Facility 10 bear interest at 1.50% per annum, subject to certain adjustments in accordance with the fluctuation of the interest rate for the one-year time deposit of the Taiwan Post Office.

Facility 10 contains customary representations and warranties, and certain financial and nonfinancial covenants, including but not limited to terms relating to cross default and material adverse changes, and is partially guaranteed by the Small and Medium Enterprise Credit Guarantee Fund of Taiwan. As of June 30, 2021, we are in compliance with all the covenants associated with Facility 10.

Facility 11

In January 2021, we entered into Facility 11, a revolving credit facility consisting of a credit loan and a letter of guarantee which has a maturity date of January 4, 2022. The revolving credit facility was for an amount of $1,076,813 for trade finance.

As of June 30, 2021, there is an outstanding amount of $1,076,813. The amounts outstanding under Facility 11 bear interest at 2.07% per annum subject to certain adjustments.

Facility 11 contains customary representations and warranties, and certain financial and nonfinancial covenants, including but not limited to the use of proceeds under this Facility 11, and is partially guaranteed by the Small and Medium Enterprise Credit Guarantee Fund of Taiwan. As of June 30, 2021, we are in compliance with all the covenants associated with Facility 11.

Material Unused Sources of Liquidity

As on December 31, 2020, the unused credit lines of the above Facility 1 to 11 equaled to $3,287,452. The short-term revolving facilities including Facility 1, 2, 7, 8, and 10 was renewed and extended for one year respectively.

In 2021, Gorilla obtained two additional facilities with an total amount of $2,625,000, including a short term revolving credit facility consisting of a letter of credit, a $1,050,000 short-term bank loan and a letter of guarantee which had a maturity date of January 4, 2022 from Lender D, and a $1,575,000 short-term financing to working capital loan and equipment procurement with its maturity date on August 20, 2026, partially guaranteed by the Small and Medium Enterprise Credit Guarantee Fund of Taiwan which is sponsored by the “Action Plan for Accelerated Investment by SMEs” by Minister of Economic Affairs of Taiwan.

Disclosures about Market Risk

Gorilla is exposed to market risk in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Gorilla’s market risk exposure is primarily the result of fluctuations in interest rates and foreign currency exchange rates.

Interest Rate Risk

Our businesses are exposed to the risk of interest rate fluctuation on their activities since interest-bearing liabilities have various maturities or remeasurement dates, or are due or remeasured in different amounts. The risk arising from fluctuations in market interest rates primarily relates to our short-term credit facilities bearing variable interest rates.

Foreign Currency Exchange Risk

The activities of our business are transacted mainly in US dollars and the presentation of our historical financial information is in US dollars while Taiwanese activity is conducted in NT dollars.

Our financial statements are presented in US dollars incurring some translation risk when converting our NT dollar denominated figures to US dollars.

We also have certain borrowings in NT dollars, including our short and long term credit facilities. Therefore, we are exposed to foreign exchange risk as a result of certain currency fluctuations. Our management regularly reviews potential currency risks prior to the conclusion of significant contracts or business transactions and analyzes potential mitigants. We seek to manage our currency risk by matching the currency of our costs and liabilities (including financial debt) with those of our revenues to the extent feasible.

Our management also regularly monitors potential currency risks prior to the conclusion of significant contracts or business transactions.

Liquidity Risk

Liquidity risk is the risk that we will encounter in meeting our obligations associated with our financial liabilities that are settled by delivering cash or another financial asset.

For more details, please refer to the section titled, “Liquidity and Capital Resources” above.

Credit Risk

Credit risk is a risk of financial loss if a customer or counterparty fails to meet its contractual obligations. We are exposed to credit risk primarily as a result of our receivables from our customers.

Under our systems and procedures, each new customer is analyzed individually for creditworthiness before our standard payment and terms and conditions are offered. The exposure to credit risk is monitored on an ongoing basis. The review includes external ratings, when available.

Critical Accounting Estimates

Our consolidated financial statements for the years ended December 31, 2020 and 2019 have been prepared in accordance with IFRS as issued by the IASB. The preparation of these consolidated financial statements requires management to make critical judgements in applying the Group’s accounting policies and make critical assumptions and estimates concerning future events. Assumptions and estimates may differ from the actual results and are continually evaluated and adjusted based on historical experience and other factors. Such assumptions and estimates have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

Revenue recognition-sales of services

Gorilla recognizes revenue from providing services over time as performance obligations are satisfied. Gorilla generally measures its progress toward completion using an input measure of total costs incurred divided by total costs expected to be incurred. Recognition of revenue and profit is dependent upon a number of factors, including the accuracy of a variety of estimates made at the balance sheet date, such as engineering progress, material quantities, the achievement of milestones, labor productivity and cost estimates. Any significant variances in estimations of the total costs will impact the measurement of progress which drives the revenue recognition of contract works in an accounting period. Management continuously monitors factors that may affect the quality of its estimates and conducts periodic review of the relevance of factors by reviewing the actual amounts incurred and comparing with previous estimated amounts in order to mitigate the exposure to significant variances.

Recent Accounting Pronouncements

For information on recently issued accounting pronouncements, refer to Note 3 to our consolidated financial statements included elsewhere in this proxy statement/prospectus.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Introduction

The unaudited pro forma condensed combined statement of financial position as of June 30, 2021 combines the historical balance sheet of Global with the historical consolidated balance sheet of Gorilla on a pro forma basis, giving effect to the Business Combination and related transactions as if they had been consummated on June 30, 2021.

The following unaudited pro forma condensed combined statement of profit or loss for the six months ended June 30, 2021 and the year ended December 31, 2020 combines the historical condensed statement of operations of Global and the historical condensed consolidated statement of comprehensive loss of Gorilla for such periods on a pro forma basis, giving effect to the Business Combination and related transactions as if they had been consummated on January 1, 2020, the beginning of the earliest period presented.

The unaudited pro forma condensed combined financial information has been derived from and should be read in conjunction with Gorilla’s and Global’s financial statements and related notes, as applicable, and the sections titled “Gorilla Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Global Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this proxy statement/prospectus.

Description of the Proposed Transactions

On December 21, 2021, Global entered into the Business Combination Agreement with Gorilla, which provides for, among other things, the following transactions:

•        Recapitalization:    Each Gorilla preference share shall become and be converted into ordinary shares of Gorilla, and immediately following such conversion, each then outstanding Gorilla ordinary share shall become and be converted into such number of Gorilla ordinary shares as is determined by multiplying (1) such Gorilla ordinary share by (2) the quotient obtained by dividing (A) $650 million, 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) the number of Gorilla ordinary shares issuable upon the exercise of all then outstanding options to purchase Gorilla ordinary shares, on a net exercise basis.

•        Merger:    Immediately following the consummation of the Recapitalization, each Global Class A ordinary share and each Global Class B ordinary share issued and outstanding immediately prior to the Merger shall automatically be cancelled in exchange for the right of the holder thereof to receive an equivalent number of Gorilla ordinary shares.

Accounting for the Business Combination

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 upon consummation.

Basis of Pro Forma Presentation

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule.

The unaudited pro forma condensed combined financial information has been prepared for illustrative purposes only and is not necessarily indicative of what the actual results of operations and financial position would have been had the Business Combination taken place on the dates indicated or if the businesses had always been combined, nor is it indicative of the future consolidated results of operations or financial position 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 adjustments represent management’s estimates based on information available as of the date of the unaudited pro forma condensed combined financial information and is subject to change as additional information becomes available and analyses are performed. Management believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination based on information available to management at this time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial statements.

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 equal to their pro rata share of the aggregate amount on deposit in the Trust Account:

•        Assuming no redemptions:    This presentation assumes that no 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 full amount of funds held in the Trust Account as of closing is available for the Business Combination.

•        Assuming maximum redemptions:    This presentation assumes that holders of Global Class A ordinary shares subject to possible redemption exercise their rights to redeem their Global Class A ordinary shares for a pro rata portion of the funds in the Trust Account. This scenario gives effect to redemptions of 11,875,941 Global Class A ordinary shares for aggregate redemption payments of approximately $119.9 million, using a per-share redemption price of $10.10, which is the maximum redemption amount after which the closing conditions of the Business Combination Agreement are still achieved. Such closing conditions require 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.

The foregoing scenarios are for illustrative purposes only as the actual number of redemptions by public shareholders is unknowable prior to the Global shareholder vote with respect to the Business Combination. Accordingly, the actual financial position and results of operations may differ significantly from the pro forma amounts presented herein.

The following summarized the number of Gorilla ordinary shares outstanding under the two redemption scenarios:

____________

(1)      This number excludes 3,384,793 ordinary shares issuable with exercise of Gorilla options.

Unaudited Pro Forma Condensed Combined Statement of Financial Position
As of June 30, 2021
(In thousands)