UNITED STATES
SECURITIES AND EXCHANGECOMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION13 OR 15(d) OF THE
SECURITIES EXCHANGEACT OF 1934
Date of Report (Date ofearliest event reported):March 15, 2022
GLOBAL SPAC PARTNERSCO.
(Exact name of registrantas specified in its charter)
Cayman Islands | 001-40320 | N/A | ||
(State or other jurisdictionof incorporation) | (Commission File Number) | (IRS EmployerIdentification No.) |
2093 Philadelphia Pike #1968
Claymont,DE 19703
(Address of principalexecutive offices, including zip code)
Registrant’s telephonenumber, including area code: (650) 560-4753
Not Applicable
(Former name or formeraddress, if changed since last report)
Securities registered pursuant to Section12(b) of the Act:
Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||
Units, each consisting of one subunit and one-half of one redeemable warrant | GLSPU | The Nasdaq Stock Market LLC | ||
Subunits included as part of the units, each consisting of one Class A ordinary share $.0001 par value, and one-quarter of one redeemable warrant | GLSPT | The Nasdaq Stock Market LLC | ||
Redeemable warrants | GLSPW | The Nasdaq Stock Market LLC |
Checkthe appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under anyof the following provisions:
☒ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check markwhether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growthcompany, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure.
Aspreviously disclosed, Global SPAC Partners Co., a special purpose acquisition company incorporated as a Cayman Islands exempted company(“Global”), entered into a definitive Business Combination Agreement, dated as of December 21, 2021 (the “Business CombinationAgreement”), with Gorilla Technology Group Inc., a Cayman Islands exempted company (“Gorilla”), and Gorilla Merger Sub,Inc., a Cayman Islands exempted company and a wholly owned subsidiary of Gorilla.
Attachedas Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference is the script (the “Script”)to the investor presentation (“Investor Presentation”) that will be used by Global and Gorilla in a joint investor webcast(the “Webcast”) at 10:00 a.m. Eastern Time on Wednesday, March 16, 2022 to discuss the transactions (the “Transactions”)contemplated by the Business Combination Agreement. The Webcast can be accessed on Gorilla’s website at https://www.gorilla-technology.com/investors.The Investor Presentation was filed by Global with the Securities and Exchange Commission (the “SEC”) on March 14, 2022.
TheScript is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Actof 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemedincorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the ExchangeAct, except as expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
OnMarch 15, 2022, Gorilla and Global issued a press release announcing the Webcast. A copy of the press release is furnished as Exhibit99.2 to this Current Report on Form 8-K and is incorporated by reference herein.
Additional Information
Inconnection with the Transactions, Gorilla has filed with the SEC a Registration Statement on Form F-4, which includes a preliminary proxystatement of Global, and a prospectus of Gorilla in connection with the proposed Transactions. The definitive proxy statement and otherrelevant documents will be mailed to Global security holders as of March 14, 2022, the record date established by Global for voting onthe Business Combination Agreement and the Transactions. Investors and security holders of Global and other interested persons are advisedto read the preliminary proxy statement, and amendments thereto, and the definitive proxy statement in connection with Global’ssolicitation of proxies for the special meeting of Global shareholders to be held to approve the Business Combination Agreement and theTransactions because these documents will contain important information about Global, Gorilla, the Business Combination Agreement andthe Transactions. The definitive proxy statement, the preliminary proxy statement and other relevant materials in connection with theTransactions (when they become available), and any other documents filed by Global with the SEC, may be obtained free of charge at theSEC’s website (www.sec.gov) or by writing to Global at: 2093 Philadelphia Pike #1968, Claymont, DE 19703.
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Forward-LookingStatements
ThisCurrent Report on Form 8-K 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” provisionsof 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. Wordssuch as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,”“intend,” “plan,” “may,” “will,” “could,” “should,” “believes,”“predicts,” “potential,” “might” and “continues,” and similar expressions are intendedto identify such forward-looking statements. These forward-looking statements include, without limitation, Global’s and Gorilla’sexpectations with respect to future performance and anticipated financial impacts of the Transactions contemplated by the Business CombinationAgreement, the satisfaction of the closing conditions to the Transactions and the timing of the completion of the Transactions. Theseforward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from expectedresults. Most of these factors are outside of the control of Global or Gorilla and are difficult to predict. Factors that may cause suchdifferences include but are not limited to: (i) the inability of the parties to successfully or timely consummate the Transactions, includingthe risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adverselyaffect the post-Transactions company (the “Company”) or the expected benefits of the Transactions, if not obtained; (ii) thefailure to realize the anticipated benefits of the Transactions; (iii) matters discovered by the parties as they complete their respectivedue diligence investigation of the other parties; (iv) the ability of Global prior to the Transactions, and the Company following theTransactions, to maintain the listing of the Company’s shares on Nasdaq; (v) costs related to the Transactions; (vi) the lack ofa third-party fairness opinion in determining whether or not to pursue the proposed Transactions; (vii) the failure to satisfy the conditionsto the consummation of the Transactions, including the approval of the Business Combination Agreement by the shareholders of Global andthe satisfaction of the minimum cash requirements of the Business Combination Agreement following any redemptions by Global’s publicshareholders; (viii) the risk that the Transactions may not be completed by the stated deadline and the potential failure to obtain anextension of the stated deadline; (ix) the outcome of any legal proceedings that may be instituted against Global or Gorilla related tothe Transactions; (x) the attraction and retention of qualified directors, officers, employees and key personnel of Global and Gorillaprior to the Transactions, and the Company following the Transactions; (xi) the ability of the Company to compete effectively in a highlycompetitive market; (xii) the ability to protect and enhance Gorilla’s corporate reputation and brand; (xiii) the impact from futureregulatory, judicial, and legislative changes in Gorilla’s or the Company’s industry; (xiv) the uncertain effects of the COVID-19pandemic and geopolitical developments; (xv) competition from larger technology companies that have greater resources, technology, relationshipsand/or expertise; (xvi) future financial performance of the Company following the Transactions, including the ability of future revenuesto meet projected annual bookings; (xvii) the ability of the Company to forecast and maintain an adequate rate of revenue growth and appropriatelyplan its expenses; (xviii) the ability of the Company to generate sufficient revenue from each of its revenue streams; (xix) the abilityof the Company’s patents and patent applications to protect the Company’s core technologies from competitors; (xx) the Company’sability to manage a complex set of marketing relationships and realize projected revenues from subscriptions, advertisements; (xxi) productsales and/or services; (xxii) the Company’s ability to execute its business plans and strategy, including potential expansion intonew geographic regions; and (xxiii) other risks and uncertainties described herein, as well as those risks and uncertainties discussedfrom time to time in other reports and other public filings with the SEC by Global or Gorilla. The foregoing list of factors is not exclusive.Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may varymaterially from those indicated or anticipated by such forward-looking statements. Readers are cautioned not to place undue reliance uponany forward-looking statements, which speak only as of the date made. Global and Gorilla undertake no obligation to update forward-lookingstatements to reflect events or circumstances after the date they were made except as required by law or applicable regulation.
Participants inthe Solicitation
Gorilla,Global and their respective directors, executive officers and employees and other persons may be deemed to be participants in the solicitationof proxies from the holders of Global securities in respect of the proposed Transactions. Information about Global’s directors andexecutive officers and their ownership of Global’s securities is set forth in Global’s filings with the SEC. Additional informationregarding the interests of the participants in the proxy solicitation will be included in the proxy statement pertaining to the proposedTransactions when it becomes available. These documents can be obtained free of charge from the sources indicated above.
No Offer or Solicitation
ThisCurrent Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to theproposed Transactions or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation orsale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offering of securitiesshall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | |
99.1 | Script to Investor Presentation. | |
99.2 | Press Release, dated March 15, 2022. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURE
Pursuantto the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by theundersigned hereunto duly authorized.
Dated: March 16, 2022 | GLOBAL SPAC PARTNERS CO. | ||
By: | /s/ Bryant B. Edwards | ||
Name: | Bryant B. Edwards | ||
Title: | Chief Executive Officer |
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Exhibit99.1
PeterWright: Hello, and welcome to the webcast for Global SPAC Partners announced merger with Gorilla Technology Group of Taiwan. Iam Peter Wright, founder and president of Intro-Act, which is the IR representative for the parties. The merger is expected to closein the second quarter of 2022, subject to regulatory and shareholder approval, as well as other customary closing conditions. GlobalSPAC’s ticker symbol is GLSPT with the “T” because each ordinary share has a quarter warrant stapled to it, whichdetaches at merger closing for all non-redeemed subunits. Before we begin our discussion, I would like to remind you that thispresentation is neither an offering of securities nor the solicitation of a proxy vote. The information discussed in this recordingis qualified in its entirety by the information in Global’s Current Report on Form 8-K, that was filed in connection with theproposed transaction, which may be accessed on the SEC’s website.
The shareholdersof Global are urged to carefully read this Form 8-K and Global’s other SEC filings in connection with the proposed transaction, includingthe proxy statement/prospectus filed by Global and Gorilla, because they will contain important information about the proposed transactionand Gorilla’s business. Additionally, during this presentation, certain forward-looking statements will be made that reflect thecurrent views related to the future financial performance, future events and industry and market conditions, as well as forward-lookingstatements related to the business combination, such as anticipated timing, proceeds, and benefits of the transaction, as well as statementsabout the potential competitive standing of Gorilla’s technology and the timing of Gorilla’s proposed activities and expansionplans. These forward-looking statements are subject to risks, uncertainties, and assumptions that could cause actual results to differmaterially from such forward-looking statements. We strongly encourage you to review the Form 8-K that was filed in connection with theproposed transaction, along with the press release and presentation included as exhibits to the Form 8-K, as well as other informationthat Global has filed and will file with the SEC, particularly those described in the risk factors section of the proxy statement/prospectusfiled by Global and Gorilla in connection with the proposed transaction.
Global does not assume anyobligation to update any forward-looking statements, except as required by law. We note that the statements made regarding expectedcash and equity owners that follow the closing of the proposed transaction do not take into an account any possible redemptions byexisting global shareholders prior to closing of business combination.
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I am honored to introduce to youthe following representatives from the parties on today’s webcast. Today’s presenters will be Jay Chandan, SPAC chairman and anticipatedexecutive chairman post-merger, Dr. Spincer Koh, founder and CEO of Gorilla and Raj Natarajan, Chief Innovation Officer of Gorilla. Alsojoining us today are Tomoyuki Nii, chairman of Gorilla and partner at SBI Group of Japan and a board member post-merger. And finally,the Right Honourable Ruth Kelly, a board member designee joining at the merger.
A few quickpoints to highlight regarding this transaction summary slide. The first point is that this transaction is 100% equity rollover by allexisting Gorilla shareholders via an exchange for $650 million of new SPAC shares. Including the $50.5 million PIPE, and assuming no redemptions,the pro forma market cap will be approximately $927 million. We are excited to point out that the PIPE investors are purchasing the samesubunits that are publicly traded, and at the same redemption price of $10.10 each. The public subunits consist of 1 ordinary share and¼ warrant. Any holder who tenders a subunit for redemption forfeits both the public share underlying the public subunit and theattached warrant.
Again, assumingno redemptions, the existing Gorilla shareholders will continue to own 71% primary ownership, and the total potential dilution overhangfrom the merger is just under 5%, excluding any new employee stock grants. The gross proceeds to Gorilla from the transaction could beup to $219 million, or net proceeds of $200 million reflecting maximum expenses. With that, I’d like to turn it over to Jay.
Jay Chandan: Thankyou very much, Peter. I’m happy to present Gorilla. The Gorilla team has developed an outstanding technology platform with remarkablybroad applicability. We aim to capitalize on this foundation by extending Gorilla’s international reach and expanding its ecosystem whilecontinuing to innovate for the future. Building a global presence and working with its diverse teams to enhance our customer capabilitiesand experience, Gorilla solutions have at their core security, flexibility, and responsiveness. Founded on these watchwords, Gorilla willseek to execute on its commitment to maximizing long-term shareholder values by making Gorilla, a go-to vendor for edge AI and makingit an employer of choice for the most talented colleagues.
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What is unique aboutGorilla? Gorilla has a 20-year history of tech development and quality solutions. It offers edge AI solutions. This is an emerging needthat we expect to all hear a lot more in the months and years to come. We believe Gorilla’s approach is well differentiated because itaddresses many of the challenges faced by companies currently wanting to deploy remote security through edge devices on their networksto provide protection in the physical and cyber spheres and the company is profitable on EBITDA level. Gorilla combines deep technology,a large market potential and a proven business model.
Gorilla is lookingto grow this business, expand Gorilla’s geographic reach and increase its performance over the next few years. We believe Gorillahas a competitive edge in four areas: cost, latency, reliability, and security. In this presentation, we will show you what Gorilla does,why it is advanced technically, and how it plans to exploit the market and grow the business.
IDC predicts thatby 2025, there will be 55.7 billion connected devices worldwide. Edge devices and machine learning everywhere from chat bots to autonomousvehicles from predicting consumer behavior and detecting financial fraud, cancer diagnostics, and crop harvesting. The device does notneed to be connected to the internet and data can be processed at the device level. And more importantly, it is designed to make decisionsin real time, in a matter of milliseconds. This allows you to considerably reduce the communication cost derived from models. In otherwords, what Edge does is to take the data and processing it at the closest point, whether it’s a computer, whether it is an IOT deviceor whether it is an edge server. The market for edge AI has dramatically expanded, especially with the advent of 5G. I am just going topoint you to the slide on the right-hand side, where we are seeing a global increase in infrastructure spending, especially on the edge,the global computing market, the edge computing market is poised to deliver about $215 billion of market revenue in hardware by 2025.
In the short term,Gorilla’s goal is to increase its revenue across the US and EU regions and in the long term it is aiming to be a cash positive company.
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To do this, Gorillais bringing together a very strong Board, that includes, Tomoyuki Nii from SBI, Hirano Yoichiro from Asteria, Gregg Walker, former Sony,and Right Honorable Ruth Kelly, who is also on the call with us. Before I pass the baton to Dr. Koh, let me introduce you to Ruth Kelly whocan provide an insight into edge AI and security applications and her perspective of Europe today.
Ruth Kelly: Thanks very much, Jay. So, from the work that I have done with companiesacross Europe, the security case for Edge AI is very clear. When data processing happens locally, whether it is on a mobile phone or ina self-driving car, for example, there is no need to send data to the cloud. Now that has a number of implications. One it is pretty hardto access that data without permission. Secondly, with edge AI, data only exists for a fraction of a second before it disappears. Thisis particularly important for sensitive data such as video analytics - Edge AI makes that data far more secure than data stored in thecloud. In fact, I think that Edge AI will play a critical role in ensuring data privacy and security in the future. Over to you Nii-san.
Tomoyuki Nii: Thisstep of Gorilla listing on Nasdaq, is well timed, as the company is now ready to expand outside of its Southeast Asian base. Building up a portfolioof innovative products over the last 20 years, we have grown from a local start-up to a regional champion. We remain focused & incrediblycommitted on expanding & growing this business, into a Global Enterprise and this IPO will help cement out position in the globalarena. The business will remain agile whilst the world is going through challenging times, while keeping its eyes on building a strongtrack record of innovation, execution and excellence globally.
Jay Chandan: Thankyou very much, Ruth & Nii. We are delighted to have you on board and we are looking forward to working very closely with you. I amgoing to hand the baton over to Dr. Koh, who will walk you through Gorilla and why we believe, we will win in this market today.
Dr. SpincerKoh: Thank you very much, Jay, As of today billions devices deployed at the edge and continuously growing rapidly, ranging from trafficcontrol, traffic lights, robots, AMR, drones, CCTV, VR camera, autonomous, and many more, the Edge computing market aims to provide moreand more data processing at the edge near the devices, and real-time pass these insightful data to where the event occurs, to satisfycustomer’s business demand, however compares with Cloud Computing, it’s constrained by the limited computing resources andharsh environment.
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The Edge AI is a softwareembedded with deep learning, machine learning, data processing AI neural networks, business application and sometimes database, it drivesthe chipset to process AI analytics data with minimum computing resource from the device, real-time delivers the insightful AI analyticdata near the device to reduce the high transmission cost and minimize the latency, and store the sensitive data at the edge instead oftaking the risk sending to the cloud. Clearly, Edge AI can facilitate the Edge Computing market to solve these most important businessissues, and bring the power of AI to the daily business
Gorilla Edge AI isa complete Software Platform, and we capitalize it by delivering three Line of Business to the market, namely AI models, AI Appliances,and AI SaaS, the customers can select either one or all to meet their business needs, whereas device manufacturers, system integratorsor end users form various vertical market, this unique platform business model fits all players in the market.
Gorilla is one ofthe pioneers on Edge AI, and launched the first-generation products in 2018 by leveraging Intel’s CPU. By then we delivered fourlive streams together with video analytics by facial recognition, license plate recognition, and behavior analysis, using PC with Inteli7Core CPU. As of our fast-growing unique Edge AI technology today, we deliver 10 video analytic live streams, by same PC with the sameIntel i7 G12 CPU, which represents 250% more video analytics data at the same edge device, and importantly these sensitive data is securedat the Edge device with our unique endpoint security, which is the cybersecurity analytics derived from our unique Edge AI. Why we startedwith Intel? Because Intel owns major market share on the edge computing exclude mobile edge and others, today Gorilla Edge AI can supportany edge devices with Intel x86 chips and deliver the best cost performance with data security, and we will soon support the devices withother main stream chips, such as QUALCOM, Google TPU, and other Arm based SOC. As of today, we can deliver AI model to all device manufacturerswith more than 40 different video analytics of people, vehicle, behavior, business events and various objects to smart their devices,and more variety models will be delivered along the roadmap. We deliver the plug-and-play AI Appliances by optimizing the Edge AI softwarewith the best breed IPC and server manufacturers, such as Dell, Lanner to meet the different business scenarios edge environments. Theflexibility of AI SaaS supports both private and public cloud, and even with 5G network.
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As on our roadmap,the Edge AI platform will soon support Nvidia GPU and Google TPU, QUALCOMM and some of Arm based SOC, the platform will also support differentOS, not only today’s IT environment with Windows, Linux, but also IOT from Android, and others industrial OS.
Take one simple usecase as an example, the traffic management. This case is built in one small metropolitan city with two million population, 1.8 millionvehicles, including cars, buses and motorcycles, a small city in Taiwan, with 4,000 intersections on the road, and 10% of it are normallyin the traffic jam condition, and police are taking three shifts at the intersections to issue 3 traffic violation tickets daily in average.We built up the pilot case with one small Edge AI appliance connected to two cameras at the intersection, and connected to the trafficlight, to detect the vehicle violations, such as illegal U-turn, illegal left turn, illegal parking, and to measure traffic stats thesame time. After the deployment, the Smart Traffic System issued the violation tickets volume from 3 to 307 with 100 times increases.The violation ticketing with forensic evidence was proven very valid, and the traffic violations at that intersection reduced to 50% threemonths after the system was deployed. In this case, the ROI is very clear to the city government, and now the federal government fundsevery city to implement this concept section by section, with simple math this pilot use case creates big business potential and easyto replicate to big cities in US and Europe. Similarly, we’ll continuously replicate the use cases build in Taiwan, from trafficto airport, port, and many others to US and other major markets, the use cases is illustrated in the appendixes.
I will now pass iton to Raj, who will provide a deeper insight into our pipeline and growth.
Dr. Raj Natarajan:Thankyou very much, Dr. Koh. That was very insightful. To summarize the business and the opportunity here - We have a platform which we candeploy and we have a number of significant reference customers, which we have built over the last couple of decades. What is also veryimportant about our technology today is that it is completely platform independent, meaning we can support any platform, multiple industryverticals including, security, government, building, factory, transportation, logistics, retail, industrial, medical and across a widevariety of applications, whether it is cybersecurity or analytics, or video.
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We are going to implementwhat is called as a land-and-expand strategy. The land-and-expand strategy about us getting our foot into the door with a client, buildinga proof of concept and then expanding on top of it.
Now to do that, weare going to be focusing on building our innovation. We are switching from, what I call a Southeast Asia centric business into a globalbusiness. We will be expanding very actively into the United States and at the same time build significant presence in Europe and theMiddle East.
We want to expandour reach into the market by increasing the sales in these regions, capturing low hanging fruits, but at the same time, we also want tobe mindful of how much money we are spending so that we can retain our position in the market.
We have done a comparisonof the peer group, which ranges from SaaS, Edge and automation technology. But what is very important about is our entry into the marketis at a significant discount, as you will see on this slide.We have all heard of China’s biggest artificial intelligence company’sIPO success, Sensetime. They are currently trading at 34 times revenue in comparison to Gorilla’s entry multiple at 10.9 times,2022 revenues. We believe, that will be a big enough incentive for the investors to stay with us, to buy our stock, stay with us longterm so that we can prove ourselves to grow within the market and increase shareholder value.
We are looking atbuild our sales and marketing, invest into R&D and keep our product abreast of our competitors. But also at the same time, we arealso going to be recruiting at a rapid pace. We are going to hire about 10 people in the first year in the United States and at the sametime hire about 6 people to focus on EU & ME markets. We plan to ramp up our Southeast Asia plan and we are implementing what is calledour four-step sales strategy.
It is to expand ourstrategic position and increase our win rate. We are going to gain key market clients. We have already talked to you about low hangingfruit. We want to go after relationships. We are going to go after people who are struggling. We are going to go after competitor clients.We want to win these clients and make them our case studies. What we also want to do is we are going to create an integrated global footprintso that we can support to provide a 24/7 customer-centric solution with both onsite and offsite capabilities. And at the same time, createsignificant competitive advantages through breakthrough collaboration.
We are going to takethis company from its $47 million revenue last year to about $65 million in 2022, growing up to about $400 million in 2026. We aim tobe cash positive by beginning of 2024. Our EBITDA would increase from $3.1 million last year, up to $173.6 million in 2026.
JayChandan: Thank you very much, Raj. Gorilla’s mission is to become the leading player in edge AI. Gorilla is planning to doso by offering transformational solutions, leveraging its innovation skills. Gorilla is creating distinctive technologies with agoal to generating value for its stakeholders. We believe that Gorilla’s proprietary technology makes its products stand out.And a public Nasdaq listing could be a significant inflection point for Gorilla’s business. We are all living on the edge.Let’s make sure to stay there and not fall off the cliff.
We would like youall, investors and customers alike, to join us on our journey. Thank you!
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Exhibit99.2
GorillaInvestor Webcast - CONNECT
Taipei, Taiwan and New York, NY, March 15, 2022(GLOBE NEWSWIRE) -- Gorilla Technology Group Inc. (“Gorilla”) and Global SPAC Partners Co. (Nasdaq: “GLSPU” forunits, “GLSPT” for subunits and “GLSPW” for warrants) (“Global”) have announced that they will hosta joint investor webcast to discuss the proposed transactions between Gorilla and Global (the “Transactions”) at 10:00 a.m.Eastern Time on Wednesday, March 16, 2022. The investor webcast will be made available on Gorilla’s website at https://www.gorilla-technology.com/unvestors.On the webcast, the presenters will be reviewing an investor presentation, which was filed with the Securities and Exchange Commission(“SEC”) by Global in a Current Report on Form 8-K on March 14, 2022 and is available on the SEC’s website at www.sec.gov.
Investor Merger Presentation Conference Call
Wednesday, March 16, 2022
10:00 a.m. Eastern Time
Webcast and accompanying slide presentation: www.gorilla-technology.com/investors.
About Gorilla Technology Group Inc.
Gorilla, headquartered in Taipei, Taiwan, is aglobal leader in security intelligence, network intelligence, business intelligence and IoT technology. Gorilla develops a wide rangeof solutions including Smart Cities, Smart Retail, Enterprise Security, and Smart Media. In addition, Gorilla provides a complete SecurityConvergence Platform to government institutions, Telecom companies and private enterprises with network surveillance and cyber security.
Gorilla places an emphasis on offering leadingtechnology, expert service, and precise delivery, and ensuring top-of-the-line, intelligent and strong Edge AI solutions that enable clientsto improve operational performance and efficiency. With continuous core technology development, Gorilla will deliver Edge AI solutionsto managed service providers, distributors, system integrators, and hardware manufacturers.
About Global SPAC Partners Co.
Global is a blank check company formed for thepurpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination withone or more businesses globally. Global is led by Chairman, Jay Chandan, Chief Executive Officer, Bryant B Edwards, Chief Operating Officer& President, Stephen N. Cannon, and Chief Financial Officer, Long Long.
Important Information and Where to Find It
This press release relates to the Transactionsas contemplated by a definitive Business Combination Agreement, dated as of December 21, 2021 (the “Business Combination Agreement”).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 registrationor qualification under the securities laws of any such jurisdiction. In connection with the Transactions described herein, Gorilla hasfiled relevant materials with the SEC, including a registration statement on Form F-4, which includes a preliminary proxy statement ofGlobal, and a prospectus of Gorilla in connection with the proposed Transactions. The definitive proxy statement and other relevantdocuments will be mailed to Global security holders as of the close of business on March 14, 2022, the record date established byGlobal for voting on the Business Combination Agreement and the Transactions. Investors and security holders of Global and other interestedpersons are advised to read the preliminary proxy statement, and amendments thereto, and the definitive proxy statement in connectionwith Global’s solicitation of proxies for the special meeting of Global shareholders to be held to approve the Business CombinationAgreement and the Transactions because these documents will contain important information about Global, Gorilla, the Business CombinationAgreement and the Transactions. The definitive proxy statement, the preliminary proxy statement and other relevant materials in connectionwith the Transactions (when they become available), and any other documents filed by Global with the SEC, may be obtained free of chargeat the SEC’s website (www.sec.gov) or by writing to Global at: 2093 Philadelphia Pike #1968, Claymont, DE 19703.
Forward-Looking Statements
This press release contains, and certain oralstatements made by representatives of Global and Gorilla and their respective affiliates, from time to time may contain, “forward-lookingstatements” 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, youshould 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. Theseforward-looking statements include, without limitation, Global’s and Gorilla’s expectations with respect to future performanceand anticipated financial impacts of the Transactions contemplated by the Business Combination Agreement, the satisfaction of the closingconditions to the Transactions and the timing of the completion of the Transactions. These forward-looking statements involve significantrisks and uncertainties that could cause actual results to differ materially from expected results. Most of these factors are outsideof the control of Global or Gorilla and are difficult to predict. Factors that may cause such differences include but are not limitedto: (i) the inability of the parties to successfully or timely consummate the Transactions, including the risk that any required regulatoryapprovals 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 anticipatedbenefits of the Transactions; (iii) matters discovered by the parties as they complete their respective due diligence investigation ofthe other parties; (iv) the ability of Global prior to the Transactions, and the Company following the Transactions, to maintain the listingof the Company’s shares on Nasdaq; (v) costs related to the Transactions; (vi) the lack of a third-party fairness opinion in determiningwhether 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 Business Combination Agreement by the shareholders of Global and the satisfaction of the minimum cash requirementsof the Business Combination Agreement following any redemptions by Global’s public shareholders; (viii) the risk that the Transactionsmay not be completed by the stated deadline and the potential failure to obtain an extension of the stated deadline; (ix) the outcomeof any legal proceedings that may be instituted against Global or Gorilla related to the Transactions; (x) the attraction and retentionof qualified directors, officers, employees and key personnel of Global and Gorilla prior to the Transactions, and the Company followingthe Transactions; (xi) the ability of the Company to compete effectively in a highly competitive market; (xii) the ability to protectand enhance Gorilla’s corporate reputation and brand; (xiii) the impact from future regulatory, judicial, and legislative changesin 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) futurefinancial 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 patentsand patent applications to protect the Company’s core technologies from competitors; (xx) the Company’s ability to managea complex set of marketing relationships and realize projected revenues from subscriptions, advertisements; (xxi) product sales and/orservices; (xxii) the Company’s ability to execute its business plans and strategy, including potential expansion into new geographicregions; and (xxiii) other risks and uncertainties described herein, as well as those risks and uncertainties discussed from time to timein other reports and other public filings with the SEC by Global or Gorilla. The foregoing list of factors is not exclusive. Should oneor more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materiallyfrom those indicated or anticipated by such forward-looking statements. Readers are cautioned not to place undue reliance upon any forward-lookingstatements, which speak only as of the date made. Global and Gorilla undertake no obligation to update forward-looking statements to reflectevents or circumstances after the date they were made except as required by law or applicable regulation.
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 ofGlobal securities in respect of the proposed Transactions. Information about Global’s directors and executive officers and theirownership of Global’s securities is set forth in Global’s filings with the SEC. Additional information regarding the interestsof the participants in the proxy solicitation will be included in the proxy statement pertaining to the proposed Transactions when itbecomes available. These documents can be obtained free of charge from the sources indicated above.
No Offer or Solicitation
This press release shall not constitute an offerto sell or the solicitation of an offer to buy any securities pursuant to the proposed Transactions or otherwise, nor shall there be anysale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualificationunder the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting therequirements of Section 10 of the Securities Act of 1933, as amended.
Contacts
Gorilla Technology Group Inc.
Stardi Yen+886 2 7720 7889Investor-relations@gorilla-technology.com
Global SPAC Partners Co.
Peter Wright, Intro-Act(617) 454-1088GlobalSPAC@intro-act.com