Gorilla Technology Group, Inc. completed the acquisition of Global SPAC Partners Co. (NasdaqCM:GLSP.U) from a group of sellers in a reverse merger transaction.
Gorilla Technology Group, Inc. executed the letter of intent to acquire Global SPAC Partners Co. (NasdaqCM:GLSP.U) from a group of sellers for approximately $660 million in a reverse merger transaction on July 1, 2021. Gorilla Technology Group, Inc. entered into a business combination agreement to acquire Global SPAC Partners Co. from a group of sellers in a reverse merger transaction on December 21, 2021. In the transaction, a newly formed wholly owned subsidiary of Gorilla will merge with Global, with Global being the surviving entity, and with Global shareholders and holders of Global warrants receiving equivalent shares and warrants of Gorilla as the successor public company. As part of the transaction, the outstanding equity of Gorilla will be converted into equity of the combined company. Existing Gorilla shareholders will receive no cash consideration and will retain all of their current equity interests (after giving effect to a pre-closing reorganization), effectively rolling over their current ownership into an equivalent of approximately 65 million shares of Gorilla. The transaction values Gorilla at a pro forma enterprise value of approximately $708 million and provides up to $169 million in gross proceeds from cash held in Global’s trust account (assuming no redemptions). Up to $159 million of cash remaining on Global’s balance sheet (assuming no redemptions) at the closing of the transaction, after paying off transaction expenses, is expected to remain on Gorilla’s balance sheet for working capital, growth capex and other general corporate purposes. Upon completion, if all Global warrants are exercised assuming no redemptions, Gorilla shareholders will own 71.1%, Global public shareholders will own 23.3% while the Global SPAC Sponsors LLC will own 5.6% of the combined company. The business combination transaction was amended on May 18, 2022. Pursuant to the transaction, 100% equity rollover by all existing Gorilla shareholders via an exchange for $519.7 million of new SPAC shares. Including $142.7 million in escrow shares, assuming a full $50.5 million PIPE and no redemptions which will bring $131.9 million of cash in trust to the balance sheet post-closing. In consideration of this transaction, 94% of Gorilla shareholders have agreed to a 1-year lock-up from the date of the merger closing. This applies to 65 million shares, of which 14 million shares are in escrow, will be issued to Gorilla shareholders will be placed into escrow. The combined company will be named Gorilla Technology Group Inc. and plans to be listed on Nasdaq under the anticipated ticker symbol “GRRR”. The business combination agreement may be terminated under certain circumstances and does not provide for any termination fees.
The combined company will be called Gorilla Technology Group Inc. and is expected to be publicly listed on Nasdaq under the symbol “GRRR” following the closing of the transaction. Jay Chandan, Chairman of Global will join the Board of Gorilla as Executive Chairman following the combination. Following completion of the transaction, Board of the combined company is expected to consist of Jay Chandan, as Executive Chairman, Spincer Koh, Founder and Chief Executive Officer, Tomoyuki Nii, Yoichiro Pina Hirano, Ruth Kelly and Gregg Walker. The closing of the transaction is subject to approval of the shareholders of Global SPAC and Gorilla, receipt of certain regulatory approvals, Registration Statement having been declared effective by the SEC, approval of Gorilla’s Nasdaq listing application and Gorilla ordinary shares and Gorilla warrants are approved for listing on Nasdaq, resignation of certain officers and directors and the satisfaction of the $5,000,001 minimum net tangible asset test by Global, the consummation of the Recapitalization pursuant to which the preference shares of Gorilla will be converted into Gorilla ordinary shares and outstanding options to purchase Gorilla ordinary shares will be converted into Gorilla ordinary shares and evidence that Gorilla’s shareholders have adopted Global’s restated certificate of incorporation, execution and/or effectiveness of certain ancillary documents, at the closing Global will have at least $50 million, including funds remaining in its trust account (after giving effect to the completion and payment of any redemptions) along with customary closing conditions. The Board of Directors of Gorilla has approved the transaction. The Board of Directors of Global has also unanimously approved the agreement and recommended that Global’s shareholders vote in favor of the approval of the agreement. As of February 10, 2022, Global and Gorilla entered into subscription agreements with experienced AI institutional investors to purchase $50.5 million of private placement securities in Global, satisfying the minimum cash condition to closing the business combination. As of March 31, 2022, Global SPAC Partners will hold an extraordinary general meeting on April 11, 2022 to extend the date by which Global must consummate an initial business combination to on or before July 13, 2022. As of June 29, 2022, an extraordinary general meeting of Global shareholders on July 13, 2022 to extend the date by which Global must consummate an initial business combination to on or before August 13, 2022 or later, as applicable (the “Extension”). As of July 8, 2022, Gorilla notified Global that it would waive the $50 million minimum cash condition to close the Transactions, such that the condition would be fulfilled with minimum cash of $41.9 million, the amount of total investment committed by the PIPE Investors. The transaction is expected to close by the end of first quarter of 2022.
I-Bankers Securities, Inc. acted as the financial advisor, sole bookrunner for the Global SPAC Partners Co. IPO and lead PIPE placement agent to Global SPAC Partners. Robert S. Matlin, Jonathan M. Barron, James Chen, Adam Tejeda, David Bartz and Billy M.C. Chen of K&L Gates LLP are serving as legal advisors to Gorilla. Stuart Neuhauser, Jessica Yuan and Matthew A. Gray of Ellenoff Grossman & Schole, LLP are serving as legal advisors and due diligence advisors to Global. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to Global. Lee and Li, Attorneys-at-Law acted as legal advisor and Michael Johns of Maples and Calder (Cayman) acted as legal advisors and legal due diligence providers to Global SPAC Partners Co. Advantage Proxy, Inc. acted as proxy solicitor to Global SPAC Partners Co. Global SPAC Partners Co. agreed to pay Ellenoff Grossman & Schole LLP $25,000 of legal fees upon filing of the Company’s amended registration statement and an additional $175,000 upon the consummation of the offering.
Gorilla Technology Group, Inc. completed the acquisition of Global SPAC Partners Co. (NasdaqCM:GLSP.U) from a group of sellers in a reverse merger transaction on July 13, 2022. The post-closing company will be called Gorilla Technology Group Inc. and its ordinary shares and warrants are expected to begin trading on The Nasdaq Capital Market under the new ticker symbols “GRRR” and “GRRRW,” respectively, on July 14, 2022. The transaction was approved at an extraordinary general meeting of Gorilla’s shareholders and an extraordinary general meeting of Global’s shareholders on July 13, 2022.