The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited financial statements and related notes included herein.
Overview
We were incorporated on
On
On
Of the net proceeds from the IPO, partial exercise of the over-allotment option,
and associated private placements,
On
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; (ii) the ordinary shares of Global (including Class A ordinary shares and Class B ordinary shares) will be converted into Gorilla ordinary shares on a one-for-one basis; (iii) warrants to purchase the ordinary shares of Global 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; and (iv) Global will have a restated certificate of incorporation.
Additionally, to raise additional proceeds in connection with the Transactions,
Global, Gorilla and certain
For more information on the Gorilla Business Combination and the
17 Results of Operations
We have neither engaged in any operations nor generated any revenues to date.
The only activities through
For the year ended
For the period from
Liquidity and Capital Resources
As of
Subsequent to the consummation of the IPO, partial exercise of the
over-allotment option, and associated private placements,
We intend 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 our initial business combination, such as the Gorilla Business Combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our 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 our growth strategies.
We intend 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 an initial business
combination, post the IPO, the sponsor or an affiliate of the sponsor, or
certain of our officers and directors may, but are not obligated to, loan us
funds as may be required. If we complete an initial business combination, we
would repay the working capital loans. In the event that an initial business
combination does not close, we 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
We anticipate that the
18 Critical Accounting Policies
The preparation of these audited 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 audited financial statement. Actual results could differ from those estimates.
Class A Ordinary Shares (underlying the Public Subunits) Subject to Possible Redemption
The Company accounts for its Class A ordinary shares (underlying the public
subunits) subject to possible redemption in accordance with the guidance in
Offering Costs associated with the IPO
Offering costs consist of underwriting, legal, accounting and other expenses
incurred through the balance sheet date that are directly related to the IPO.
Derivative Financial Instruments
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB 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 Topic 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. The Company 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
The Company complies with accounting and disclosure requirements of FASB ASC
260, "Earnings Per Share." The statements of operations include a presentation
of income (loss) per redeemable Class A ordinary 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 redeemable
Class A ordinary shares and the non-redeemable shares, the Company 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, the Company split the amount to be allocated using a ratio of 70.7% for
the redeemable Class A ordinary shares and 29.3% for the non-redeemable shares
for the year ended
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.
19
Off-Balance Sheet Arrangements; Commitments and Contractual Obligations
Registration Rights Agreement
Pursuant to a registration rights agreement entered into on
Underwriting Agreement
Pursuant to the underwriting agreement, the underwriters received a cash
underwriting discount of
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
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 the Company may allocate up to 30% of the net deferred underwriting commissions, after any reductions due to redemptions, to a firm or firms who assists the Company in connection with completing the initial business combination.
Factors That May Adversely Affect Our Results of Operations
Our results of operations and our ability to complete an initial business
combination may be adversely affected by various factors that could cause
economic uncertainty and volatility in the financial markets, many of which are
beyond our control. Our business could be impacted by, among other things,
downturns in the financial markets or in economic conditions, increases in oil
prices, inflation, increases in interest rates, supply chain disruptions,
declines in consumer confidence and spending, the ongoing effects of the
COVID-19 pandemic, including resurgences and the emergence of new variants, and
geopolitical instability, such as the military conflict in the
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