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United States securities and exchange commission logo
February 10, 2022
Sih-Ping Koh
Chief Executive Officer
Gorilla Technology Group Inc.
7F, No.302, Ruey Kuang Road
Neihu, Taipei 114720, Taiwan, R.O.C.
Re: Gorilla Technology
Group Inc.
Registration
Statement on Form F-4
Filed January 10,
2022
File No. 333-262069
Dear Dr. Koh:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-4
Certain Material U.S. Federal Income Tax Considerations, page 24
1. Revise to provide a
meaningful summary of the expected material tax consequences and
considerations in
connection with the proposed transaction.
Risks Related to Gorilla
Risks Related to Gorilla's Business and Industry, page 28
2. We note your risk
factor on page 30 that a single customer has accounted for a material
portion of your
revenues. Please identify the customer that accounted for 25% of Gorilla's
revenues for the year
ended December 31, 2020 and disclose the material terms of your
agreement with this
customer, including term and termination provisions, and any
minimum commitments.
Sih-Ping Koh
Gorilla Technology Group Inc.
February 10, 2022
Page 2
Risks Related to Ownership of Our Ordinary Shares, page 53
3. Identify your PRC subsidiaries and describe the scope of their
operations in the PRC.
Provide prominent disclosure about the legal and operational risks
associated with your
PRC subsidiaries. Your disclosure should make clear whether these
risks could result in a
material change in your operations and/or the value of the securities
you are registering
for sale.
Risks Related to the Business Combination and the Combined Company, page 56
4. Identify and discuss the material risks to unaffiliated investors
presented by taking the
company public through a merger rather than an underwritten offering.
These risks could
include the absence of due diligence conducted by an underwriter that
would be subject to
liability for any material misstatements or omissions in a
registration statement.
Risk Factors
Activities taken by existing Global shareholders to increase the likelihood of
approval of the
Business Combination Proposal..., page 61
5. The disclosure indicates that Global, the Sponsor, Global s officers
and directors, Gorilla,
the Gorilla officers and directors and/or their respective affiliates
may purchase Global
shares from investors who vote, or indicate an intention to vote,
against the Business
Combination Proposal. Explain how such purchases would comply with the
requirements
of Rule 14e-5 under the Exchange Act. Additionally, disclose whether
or not such
purchases might be entered into with investors who may vote in favor
of the Business
Combination proposal, but would elect to redeem their shares.
6. We note that Global or its affiliates may enter into transactions with
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. Please tell us how you intend to disclose any such
arrangements, including the
negotiations leading up to these arrangements, such that shareholders
will have adequate
time to assess this information prior to making an investment
decision.
Background of the Business Combination, page 77
7. We note your disclosure that the PIPE discussions stalled and the
parties determined to
finalize the business combination agreement prior to securing a
definitive PIPE. Please
FirstName LastNameSih-Ping Koh
revise to disclose any updates to the PIPE negotiations and state
whether a PIPE
Comapany NameGorilla
investment Technology
is expected Group Inc.
to be necessary to ensure that there will be
sufficient funds in the
trust
February 10,account pursuant
2022 Page 2 to the Business Combination Agreement.
FirstName LastName
Sih-Ping Koh
FirstName LastNameSih-Ping
Gorilla Technology Group Inc.Koh
Comapany10,
February NameGorilla
2022 Technology Group Inc.
February
Page 3 10, 2022 Page 3
FirstName LastName
Certain Projected Financial Information, page 85
8. Provide us with the legal basis for the disclaimer on page 86 of "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..." Refer
generally to Item 10(b)(3)(iii) of Regulation S-K.
9. We note that the Projections were initially developed by Gorilla s
management in
June 2021 and updated in November 2021. To the extent these different
sets of
projections are materially different, please explain the changes that
were made and why.
10. Please quantify and expand your discussion of the stated assumptions
on page 86 that
formed the basis for the financial projections. For example, disclose
what is meant by
"sales colleagues will become increasingly productive," receivables
not varying
dynamically with revenue, and active sales discussions not being
adversely affected.
11. It appears that the report filed pursuant to Rule 425 on January 14,
2022 was "issued
by Intro-act, Inc., in consideration with a fee payable." It is our
understanding that Intro-
act provides services "matching corporate executives with the
institutional investors who
are most likely to buy or sell their stock." With a view toward
revised disclosure, please
tell us the role that Global, Gorilla, or any affiliates took with
preparing this report.
Disclose the fee paid to Intro-act. Additionally, expand your
disclosure on page 80 of the
registration statement regarding Global's engagement of Intro-Act to
discuss the scope of
this engagement.
12. We note disclosure indicating that the projections were not prepared
or included in the
proxy statement in order to induce shareholders to vote in favor of
the business
combination. However, we also note statements in the Intro-Act report
that appear to
contradict such disclosure. For example, page 47 of the presentation
includes the
following assertion: "We believe that Gorilla represents an attractive
opportunity to
investors looking to benefit from the growth of Edge AI market. Its
implied mid-point
future enterprise value of $6.2 billion represents an 772% upside to
the pro-forma
transaction enterprise value." Please revise or advise.
The Nasdaq Proposal, page 98
13. Revise to specify the number and percent of securities that would be
issued under this
proposal for each distinct purpose. It is unclear if the proposal
relates only to shares that
will be issued pursuant to the merger agreement.
Sih-Ping Koh
FirstName LastNameSih-Ping
Gorilla Technology Group Inc.Koh
Comapany10,
February NameGorilla
2022 Technology Group Inc.
February
Page 4 10, 2022 Page 4
FirstName LastName
Gorilla's Business
An Overview of Our Business, page 114
14. We note your revenue for the six months ended June 30, 2021 and 2020,
respectively,
compared to the years ended December 31, 2020 and 2019, respectively.
It appears that
your business is impacted by seasonality. In this regard, it appears
that a significant
portion of your revenue is generated in the last half of your year.
Please advise. If true,
disclose the extent to which your business may be seasonal. Refer to
Item 101(c)(v) of
Regulation S-K.
Intellectual Property, page 130
15. Please disclose the duration of your patents.
Results of Operations
Comparison of the Six Months Ended June 30, 2021 and June 30, 2020, page 140
16. Revise the table to present operating expenses in thousands consistent
with the other line-
items presented.
Cost of Revenue and Gross Margin, page 141
17. Quantify the material factors for the changes period over period. In
addition, quantify the
material factors for the changes for each of your operating expenses
line items. Similar
concerns apply to your comparison of the years ended December 31, 2020
and December
31, 2019. Refer to Section III.B of SEC Release 33-8350.
Revenue, page 141
18. Revise to disclose the amount of revenue recognized from your various
offerings for each
reporting period included in this filing. In addition, please expand
your disclosures to
quantify the material factors for changes in each revenue type for
each period presented.
In addition, consider quantifying the increase in revenue between new
customers and
existing customers. Refer to Section III.B of SEC Release 33-8350.
Sih-Ping Koh
FirstName LastNameSih-Ping
Gorilla Technology Group Inc.Koh
Comapany10,
February NameGorilla
2022 Technology Group Inc.
February
Page 5 10, 2022 Page 5
FirstName LastName
Liquidity and Capital Resources
Operating Activities, page 146
19. Expand your disclosures of Operating Activities, Investing Activities,
and Financing
Activities to include discussions for the six month interim period
ended June 30, 2021. In
addition, we note that your discussion of cash flows from operating
activities is limited in
nature. This does not appear to contribute substantively to an
understanding of your cash
flows. Rather, it repeats items that are readily determinable from the
financial statements.
When preparing the discussion and analysis of operating cash flows,
you should address
material changes in the underlying drivers that affect these cash
flows. These disclosures
should also include a discussion of the underlying reasons for changes
in working capital
items that affect operating cash flows. Refer to Section IV.B.1 of SEC
Release 33-8350.
Description of Share Capital and Gorilla Articles, page 183
20. Please highlight the material risks to public warrant holders,
including those arising from
differences between private and public warrants. Clearly explain the
steps, if any, the
company will take to notify all shareholders, including beneficial
owners, regarding when
the warrants become eligible for redemption.
Security Ownership Of Certain Beneficial Owners And Management Of Global,
Gorilla And
The Combined Company, page 189
21. Please provide the natural person(s) that have voting and dispositive
control over the
shares held by the entities listed as major shareholders in the
beneficial ownership tables.
22. Please disclose the sponsor and its affiliates' expected ownership
interest in the combined
company, assuming exercise and conversion of all securities, for each
of the redemption
scenarios presented on page 192.
Gorilla Technology Group Inc. and Subsidiaries
Notes to the Consolidated Financial Statements
Note 4. Summary of significant accounting policies
m) Property, plant and equipment, page F-42
23. Provide disclosure to explain the nature of Other equipment. In this
regard, we note Other
equipment is 39% of your net property, plant and equipment balance at
December 31,
2020.
Sih-Ping Koh
FirstName LastNameSih-Ping
Gorilla Technology Group Inc.Koh
Comapany10,
February NameGorilla
2022 Technology Group Inc.
February
Page 6 10, 2022 Page 6
FirstName LastName
y) Revenue recognition, page F-46
24. Your table on page F-60 indicates that software sales represents 40%
of your total revenue
for the year ended December 31, 2020. Expand your revenue recognition
policy to include
your software revenue recognition policy. Clarify in your disclosure
if your software
offerings are through SaaS arrangements or license agreements. Your
disclosure should
also include how you recognize PCS related to the software. In this
regard, we note your
table on page F-60 that all of your software revenue for the years
ended December 31,
2020 and 2019 is recognized at a point in time.
25. Expand your disclosure to clarify the type of services offered.
Further expand your
disclosure to clarify what type these service arrangements are (i.e.,
fixed-price and/or time
and materials).
26. We note your risk factor disclosure on page 30 that you enter into
partnerships that allow
you to provide data services as part of services provided by the
partners. Disclose these
partnerships in your revenue recognition policy, including who you
have determined your
customer to be in these partnerships and when revenue is recognized.
27. We note your disclosure on page 128 that in certain geographic
regions, you appoint sales
representatives, resellers and distributors to engage with end
customers. Expand your
disclosure to explain when you recognize revenue in these
relationships.
28. Clarify if you offer your offerings in multiple element arrangements.
If true, provide your
policy to explain how you allocate the transaction price to the
performance obligations.
Refer to IFRS 15.73 through 86.
Note 17. Share-based payment, page F-57
29. Please provide us with a breakdown of all equity awards granted
starting on January 1,
2021 and leading up to your filing, including the fair value of the
underlying common
stock used to value such awards as determined by your board of
directors. To the extent
there were any significant fluctuations in the fair values from
period-to-period, please
describe for us the factors that contributed to these fluctuations,
including any intervening
events within the Company or changes in your valuation assumptions or
methodology.
Compare the most recent valuations for options granted to the fair
value of the shares of
commons stock as determined by the exchange ratio in the merger
agreement.
Note 21. Revenue
a) Disaggregation of revenue from contracts with customers, page F-60
30. We note you disclose your variety of customers on page 114. Consider
disaggregating
your revenue between government and non-government customers. Refer to
paragraph
B89(c) in Appendix B to IFRS 15.
Sih-Ping Koh
FirstName LastNameSih-Ping
Gorilla Technology Group Inc.Koh
Comapany10,
February NameGorilla
2022 Technology Group Inc.
February
Page 7 10, 2022 Page 7
FirstName LastName
Note 40. Segment Information, page F-74
31. We note you have two reportable segments; Security Convergence and
Video IoT. Please
address the following items;
Include a discussion within your Results of Operations
beginning on page 141 to
provide a discussion of revenue and profitability by segment.
Refer to FRR 501.06.a.
Expand your operating segments disclosure on page F-46 to
identify your reportable
segments. In this regard, your current disclosure appears
incomplete in that you
discuss operating segments, but do not disclose your conclusions
related to your
operating segments.
Clarify your business disclosures beginning on pages 114 and
136 to categorize your
business offerings between your two reportable segments.
f) Geographical information, page F-76
32. We note you disclose on page 131 that you are headquartered in Taipei,
Taiwan. Please
expand your table to show revenue attributed to customers in Taiwan as
well as non-
current assets located in Taiwan. Further break-out your table to show
any country that
represented more than 10% of revenue or non-current assets. Disclose
the basis for
attributing revenues from external customers to individual countries.
Similar concerns
apply to your interim geographical information on page F-30. Refer to
IFRS 8.33.
Global SPAC Partners Co.
Notes to Unaudited Condensed Financial Statements
Note 2 - Revision of Prior Period Financial Statements, page F-83
33. We note that the company filed an Item 8.01 Form 8-K on May 14, 2021
that included an
audited balance sheet dated April 13, 2021. We further note that the
company has restated
such balance sheet here on an unaudited basis. Please explain why the
restated balance
sheet was not subject to an audit. Please provide your SAB 99
materiality analysis that
supports your conclusion that the errors were immaterial.
General
34. Please provide the executive compensation disclosure for the last full
financial year.
35. Please supplementally provide us with copies of all written
communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
not they retain copies of the communications.
Sih-Ping Koh
FirstName LastNameSih-Ping
Gorilla Technology Group Inc.Koh
Comapany10,
February NameGorilla
2022 Technology Group Inc.
February
Page 8 10, 2022 Page 8
FirstName LastName
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Ryan Rohn, Senior Staff Accountant, at 202-551-3739 or
Stephen
Krikorian, Accounting Branch Chief, at 202-551-3488 if you have questions
regarding
comments on the financial statements and related matters. Please contact Kyle
Wiley, Staff
Attorney, at 202-344-5791 or Joshua Shainess, Legal Branch Chief, at
202-551-7951 with any
other questions.
Sincerely,
Division of
Corporation Finance
Office of Technology