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United States securities and exchange commission logo
June 8, 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.
Amendment No. 3 to
Registration Statement on Form F-4
Filed May 19, 2022
File No. 333-262069
Dear Dr. Koh:
We have reviewed your amended 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.
Amendment No. 3 to Registration Statement on Form F-4
Summary, page 24
1. Prominently highlight
the terms and incentives that are being offered to the PIPE Investors
and describe how such
terms differ from those available to the public shareholders.
2. We note that Global has
engaged Cantor Fitzgerald & Co. and Northland Securities, Inc.
as capital markets
advisors. Please disclose the purpose for Global engaging these
advisors at this time
and the specific activities that the advisors will engage in.
Sih-Ping Koh
FirstName LastNameSih-Ping
Gorilla Technology Group Inc.Koh
Comapany
June 8, 2022NameGorilla Technology Group Inc.
June 8,
Page 2 2022 Page 2
FirstName LastName
Recent Developments
Gorilla Financial Results, page 32
3. Please revise your disclosures to include a preliminary net income or
loss amount in order
to balance the financial information presented. In addition, please
clearly label
each subsection or title as preliminary and unaudited. This revision
also applies to your
disclosures on pages 167 and 168.
Background of the Business Combination, page 89
4. Provide a meaningful discussion of the impetus for Gorilla agreeing to
the extension
funding. For example, discuss the negotiations leading up to the
extension funding and
explain why Gorilla would be incentivized to loan Global these funds.
Global's Board of Directors' Additional Considerations since its Approval of
the Business
Combination
Securing PIPE re-commitment, page 105
5. Revise this section to clarify that the PIPE Investors are only
obligated to fund $30.3
million rather than the full $50.5 million. For example, remove the
language referring to
"a commitment by PIPE Investors to fund $50.5 million via the purchase
of Subunits."
Additionally, discuss the factors that the PIPE Investors will
consider when determining
their final commitment level. Lastly, clearly state how the parties
intend to bridge any gap
between the PIPE investment and the Minimum Cash Condition, given the
possibility of
additional significant redemptions.
The Business Combination Agreement and Ancillary Agreements
Earnout, page 123
6. Revise this section to include a summary and description of the
various aspects of the
earnout arrangements in plain English. Clearly outline the material
terms of the potential
earnout consideration, identify which parties might benefit from it
and under
what circumstances, and describe how security holders will be able to
calculate or
determine the value of the consideration they might be entitled to
receive.
Gorilla's Business, page 140
7. Disclose the material terms of Gorilla's agreements with the Criminal
Investigation
Bureau of Taiwan. Specifically, identify the nature of the various
agreements entered
into, disclose the duration, and explain the general nature of the
services provided.
EBIT, EBITDA and adjusted EBITDA, page 166
8. We note you currently include Corporate development expenses and
Adjustment to bonus
calculation as reconciling items for Adjusted EBITDA. Explain how you
determined to
include these items as reconciling items as they appear to require
cash settlement. Refer to
Sih-Ping Koh
Gorilla Technology Group Inc.
June 8, 2022
Page 3
Item 10(e)(1)(ii)(A) of Regulation S-K. Further, move your non-GAAP
disclosures to
after your discussion of historical GAAP results. Refer to Question
102.10 of the
Compliance and Disclosure Interpretations of Non-GAAP Financial Measures.
Unaudited Pro Forma Condensed Combined Statement of Financial Position as of
March 31,
2022, page 184
9. Please label each column header on your pro forma balance sheet to note
the period
presented (i.e., December 31, 2021 for Gorilla and March 31, 2022 for
Global) instead of
the period description included in the pro forma financial statement
title. Similar
revisions should be made to the column headers on your pro forma
statement of profit or
loss (i.e., three months ending December 31, 2021 for Gorilla's Column
and the three
months ending March 31, 2022 for Global's column).
10. Please clarify why there is no disclosure or effect on the pro forma
financial information
due to the Contingent Value Rights. Please provide disclosure of
significantly different
results that may occur by providing additional pro forma presentations
which give effect
to the range of possible results. Refer to Article 11-02(a)10 of
Regulation S-X.
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,
FirstName LastNameSih-Ping Koh
Division of
Corporation Finance
Comapany NameGorilla Technology Group Inc.
Office of
Technology
June 8, 2022 Page 3
cc: David Bartz
FirstName LastName