Joint Investor Webcast
Webcast and accompanying investor presentation: www.gorilla-technology.com/investors.
About the Amended PIPE
Global announced on
The number of PIPE subunits the
About the Amended BCA
The Amended BCA, dated
The following summarizes the key changes in the Amended BCA compared to the Original BCA:
- Escrow Shares – 14 million of the 65 million shares issued to Gorilla shareholders will be placed into escrow (the “Escrow Shares”), subject to possible forfeiture and transfer to holders of contingent value rights (“CVRs”) to be issued to (i) the
PIPE Investors and (ii) public shareholders who do not redeem their public shares in connection with the shareholder meeting to vote upon the Transactions (collectively, the “Post-Merger Holders”).
- CVRs to Post-Merger Holders – One (1) Class A CVR will be issued for each one (1) share owned by Post-Merger Holders. In addition, one-half (1/2) Class
B CVR will be issued for each one (1) PIPE subunit.
- Escrow Shares Released in 4 Stages – 1st stage is price protection for Post-Merger Holders until
March 31, 2023 . 2nd stage is earn-out to Gorilla shareholders or Post-Merger Holders of 8.4 million Escrow Shares less any shares issued at 1st stage. 3rd stage is price protection for Post-Merger Holders untilMarch 31, 2024 , with respect to the remaining Escrow Shares (up to 5.6 million). 4th stage is earn-out to Gorilla shareholders or Post-Merger Holders.
- Price Protection for Post-Merger Holders – 1st & 3rd Stages – Until
March 31, 2024 , the Escrow Shares will be available for distribution to Class A CVR holders if a calculation of the share price at certain dates is below the redemption price at the closing of the Transactions (currently projected to be$10.19 per share). UntilMarch 31, 2023 , all 14 million Escrow Shares are available for distribution; thereafter, all remaining Escrow Shares are available for distribution.
- Earn-Out to Gorilla Shareholders or Post-Merger Holders – 2nd & 4th Stages
- Fiscal Year 2022 Revenue – After distribution of Escrow Shares for the price protection until
March 31, 2023 , up to 8.4 million Escrow Shares (less any distributed for price protection) will be distributed based on reported revenue for fiscal year endingDecember 31, 2022 . If revenue is at least$65 million , all such Escrow Shares would be released to Gorilla shareholders; if revenue is less than$51 million , all such Escrow Shares would be distributed to Class A and ClassB CVR holders. If the revenue is at least$51 million , but less than$65 million , the release or distribution will be pro rata between Gorilla shareholders and CVR holders. Regardless of what the revenue is, if gross margins decline compared to the prior year, all Escrow Shares will be distributed to CVR holders. - Fiscal Year 2023 Revenue – After distribution of Escrow shares for the Price Protection until
March 31, 2024 , up to 5.6 million Escrow Shares may be remaining (unless used for price protection at any time earlier) and will be distributed based on reported revenue for fiscal year endingDecember 31, 2023 . If revenue is at least$90 million , all such Escrow Shares would be released to Gorilla shareholders; if revenue is less than$90 million , all such Escrow Shares would be distributed to Class A and ClassB CVR holders. Regardless of what the revenue is, if gross margins decline compared to prior year, then all Escrow Shares will be distributed to CVR holders.
- Fiscal Year 2022 Revenue – After distribution of Escrow Shares for the price protection until
Advisors
About
Gorilla, headquartered in
Gorilla places an emphasis on offering leading technology, expert service, and precise delivery, and ensuring top-of-the-line, intelligent and strong Edge AI solutions that enable clients to improve operational performance and efficiency. With continuous core technology development, Gorilla will deliver Edge AI solutions to managed service providers, distributors, system integrators, and hardware manufacturers.
About
Global is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses globally. Global is led by Chairman,
Important Information and Where to Find It
This press release relates to the Transactions as contemplated by the Amended BCA. This press release does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In connection with the Transactions described herein, Gorilla has filed relevant materials with the
Forward-Looking Statements
This press release contains, and certain oral statements made by representatives of Global and Gorilla and their respective affiliates, from time to time may contain, “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Global’s and Gorilla’s actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “might” and “continues,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, Global’s and Gorilla’s expectations with respect to future performance and anticipated financial impacts of the Transactions contemplated by the Amended BCA, the satisfaction of the closing conditions to the Transactions and the timing of the completion of the Transactions. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from expected results. Most of these factors are outside of the control of Global or Gorilla and are difficult to predict. Factors that may cause such differences include but are not limited to: (i) the inability of the parties to successfully or timely consummate the Transactions, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the post-Transactions company (the “Company”) or the expected benefits of the Transactions, if not obtained; (ii) the failure to realize the anticipated benefits of the Transactions; (iii) matters discovered by the parties as they complete their respective due diligence investigation of the other parties; (iv) the ability of Global prior to the Transactions, and the Company following the Transactions, to maintain the listing of the Company’s shares on Nasdaq; (v) costs related to the Transactions; (vi) the lack of a third-party fairness opinion in determining whether or not to pursue the proposed Transactions; (vii) the failure to satisfy the conditions to the consummation of the Transactions, including the approval of the Amended BCA by the shareholders of Global and the satisfaction of the minimum cash requirements of the Amended BCA following any redemptions by Global’s public shareholders; (viii) the risk that the Transactions may not be completed by the stated deadline and the potential failure to obtain an extension of the stated deadline; (ix) the outcome of any legal proceedings that may be instituted against Global or Gorilla related to the Transactions; (x) the attraction and retention of qualified directors, officers, employees and key personnel of Global and Gorilla prior to the Transactions, and the Company following the Transactions; (xi) the ability of the Company to compete effectively in a highly competitive market; (xii) the ability to protect and enhance Gorilla’s corporate reputation and brand; (xiii) the impact from future regulatory, judicial, and legislative changes in Gorilla’s or the Company’s industry; (xiv) the uncertain effects of the COVID-19 pandemic and geopolitical developments; (xv) competition from larger technology companies that have greater resources, technology, relationships and/or expertise; (xvi) future financial performance of the Company following the Transactions, including the ability of future revenues to meet projected annual bookings; (xvii) the ability of the Company to forecast and maintain an adequate rate of revenue growth and appropriately plan its expenses; (xviii) the ability of the Company to generate sufficient revenue from each of its revenue streams; (xix) the ability of the Company’s patents and patent applications to protect the Company’s core technologies from competitors; (xx) the Company’s ability to manage a complex set of marketing relationships and realize projected revenues from subscriptions, advertisements; (xxi) product sales and/or services; (xxii) the Company’s ability to execute its business plans and strategy, including potential expansion into new geographic regions; and (xxiii) other risks and uncertainties described herein, as well as those risks and uncertainties discussed from time to time in other reports and other public filings with the
Participants in the Solicitation
Gorilla, Global and their respective directors, executive officers and employees and other persons may be deemed to be participants in the solicitation of proxies from the holders of Global securities in respect of the proposed Transactions. Information about Global’s directors and executive officers and their ownership of Global’s securities is set forth in Global’s filings with the
No Offer or Solicitation
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed Transactions or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Contacts
Gorilla
Stardi Yen
+886 2 7720 7889
Investor-relations@gorilla-technology.com
(617) 454-1088
GlobalSPAC@intro-act.com
Source:
2022 GlobeNewswire, Inc., source