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United States securities and exchange commission logo
November 1, 2022
Jayesh Chandan
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-1
Filed October 12,
2022
File No. 333-267838
Dear Jayesh Chandan:
We have limited our review of your registration statement to
those issues we have
addressed in our 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-1
Prospectus Cover Page, page i
1. For each of the
securities being registered for resale, disclose the price that the selling
securityholders paid
for such securities.
2. Disclose the exercise
prices of the warrants compared to the market price of the
underlying ordinary
shares. If the warrants are out of the money, please disclose the
likelihood that warrant
holders will not exercise their warrants. Similarly, if the market
price of the ordinary
shares are close to the exercise price, clarify that the amount of
ordinary shares that
are offered as part of this offering may provide downward pressure on
the ordinary share
market price, which may result in the market price being out of the
money. Provide similar
disclosure in the prospectus summary, risk factors, MD&A and
use of proceeds section
and disclose that cash proceeds associated with the exercises of
Jayesh Chandan
Gorilla Technology Group Inc.
November 1, 2022
Page 2
the warrants are dependent on the stock price. As applicable, describe
the impact on your
liquidity and update the discussion on the ability of your company to
fund your operations
on a prospective basis with your current cash on hand.
3. We note the significant number of redemptions of your ordinary shares
in connection with
your business combination and that the shares being registered for
resale will constitute a
considerable percentage of your public float. We also note that most
of the shares being
registered for resale were purchased by the selling securityholders
for prices considerably
below the current market price of the ordinary shares. Highlight the
significant negative
impact sales of shares on this registration statement could have on
the public trading price
of the ordinary shares here and in the risk factors section. To
illustrate this risk, disclose
the purchase price of the securities being registered for resale and
the percentage that
these shares currently represent of the total number of shares
outstanding. Also disclose
that even though the current trading price is near the SPAC IPO price,
the private
investors have an incentive to sell because they will still profit on
sales because of the
lower price that they purchased their shares than the public
investors.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
51
4. We note that your projected revenues for 2021 and 2022 were
$45,163,329 and
$64,950,000, respectively, as set forth in the unaudited prospective
financial information
management prepared and provided to the Board, the company s
financial advisors and
Global SPAC Partners in connection with the evaluation of the Business
Combination. We
also note that your actual revenues for the six months ended June 30,
2022 was
approximately $13.8 million. It appears that you will miss your 2022
revenue projection
by a significant amount. Although you only missed your you missed your
revenue
projection for fiscal year 2021 by several million dollars, your
failed to achieve your
other projected financial information such as gross profit, EBITDA and
operating cash
flow by material amounts. Please update your disclosure in Liquidity
and Capital
Resources, and elsewhere, to provide updated information about the
company s financial
position and further risks to the business operations and liquidity in
light of these
circumstances.
Overview, page 51
5. In light of the significant number of redemptions and the unlikelihood
that the company
will receive significant proceeds from exercises of the warrants because
of the disparity
between the exercise price of the warrants and the current trading price
of the ordinary
shares, expand your discussion of capital resources to address any
changes in the
FirstName LastNameJayesh Chandan
company s liquidity position since the business combination. If the
company is likely to
Comapany
haveNameGorilla Technology
to seek additional capital,Group
discussInc.
the effect of this offering
on the company s ability
to raise
November additional
1, 2022 Page 2capital.
FirstName LastName
Jayesh Chandan
FirstName LastNameJayesh Chandan
Gorilla Technology Group Inc.
Comapany 1,
November NameGorilla
2022 Technology Group Inc.
November
Page 3 1, 2022 Page 3
FirstName LastName
6. Please expand your discussion here to reflect the fact that this
offering involves the
potential sale of a substantial portion of shares for resale and
discuss how such sales could
impact the market price of the company s common stock. Your
discussion should
highlight the fact that selling shareholders, including several
institutional owners, own a
majority of your beneficial ownership of your outstanding shares, will
be able to sell all of
its shares for so long as the registration statement of which this
prospectus forms a part is
available for use.
Beneficial Ownership of Securities, page 100
7. Please disclose the natural persons that hold investment and/or voting
power of the shares
owned by Asteria Vision Fund I, L.P., Telstra Ventures Pty Ltd, and
SBI AB Fund, and
their respective affiliates.
General
8. We note that your beneficial ownership table does not include your
SPAC sponsor, Global
SPAC Partners Co. In your Form F-4, you indicated that your sponsor's
4,112,500 Class
B ordinary shares would convert into Class A ordinary shares on a
one-for-one basis,
which would appear to make it a principal shareholder. Please clarify
the beneficial
ownership of your sponsor. Further, clarify whether any of the sponsor
shares are being
offered. If such shares have been distributed to their respective
members and are now
being offered for resale, please provide similar disclosure for these
individuals as
requested for your sponsor or other selling shareholders that received
securities are prices
at a discount to public shareholders that purchased in the SPAC IPO.
9. Please disclose that you are currently in a period of management
transition. Please clarify
prominently that Dr. Koh, who was the CEO and founder and was to be
the post-business
combination CEO and director nominee, has retired in September 2022
and is no longer a
member of management. Clarify your intentions as to succession plans
and the
management of the combined entity.
10. With respect to your Contingent Value Rights (CVRs), please clarify
that most of the
public SPAC Class A ordinary shareholders redeemed their shares prior
to your business
combination and, thus, were not issued Contingent Value Rights. Please
clarify that the
Class A CVR are concentrated to a relatively small pool of ordinary
share investors.
Further, it appears that it is unlikely that you will achieve the $65
million revenue target
for 2022 based on your financial performance through June 30, 2022,
thus, both the Class
A and Class B CVRs may be triggered. Please provide an illustration of
how these shares
may be distributed and clarify whether the PIPE investors or insiders
will receive a
material amount of such shares underlying the CVRs.
11. We note that approximately 11% of your 2021 revenue was attributed to
Hong Kong and
that on page 33, you indicate that you decided to exit the PRC market.
Please clearly
Jayesh Chandan
Gorilla Technology Group Inc.
November 1, 2022
Page 4
indicate whether you consider Hong Kong to be part of the PRC market.
Please provide
an update of your divestiture activities and affirmatively state whether
you intend to
operate and grow your business in Hong Kong. If you differentiate
"mainland China"
from Hong Kong, please be consistent throughout your registration
statement. Further,
please revise to address the regulatory and operational difficulties
associated
with operating in Hong Kong and clarify whether foreign ownership,
currency restrictions,
censorship, or industry restrictions apply or may apply to your business
in the future.
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 Edwin Kim, Staff Attorney, at (202) 551-3297 or Joshua
Shainess,
Legal Branch Chief, at (202) 551-7951 with any questions.
Sincerely,
FirstName LastNameJayesh Chandan
Division of
Corporation Finance
Comapany NameGorilla Technology Group Inc.
Office of Technology
November 1, 2022 Page 4
cc: David Bartz, Esq.
FirstName LastName