Item 1.01 Entry into a Material Definitive Agreement.
As previously reported by
Pursuant to the Business Combination Agreement, at the closing (the "Closing") of the transactions contemplated thereunder (collectively, the "Transactions"), and following the Recapitalization (as such term is defined and described in the Business Combination Agreement), (i) Merger Sub will merge with and into Global, with Global continuing as the surviving entity and a wholly owned subsidiary of Gorilla (the "Merger"); (ii) the ordinary shares of Global (including Class A ordinary shares and Class B ordinary shares) will be converted into ordinary shares of Gorilla ("Company Ordinary Shares") on a one-for-one basis; and (iii) warrants to purchase the ordinary shares of Global will be converted into warrants to purchase the same number of Company Ordinary Shares at the same exercise price and for the same exercise period.
First Amendment to Lock-Up Agreement
As previously disclosed, in connection with the execution and delivery of the
Business Combination Agreement, certain Gorilla shareholders (which cumulatively
currently own 94.12% of Gorilla's equity) each entered into a Lock-Up Agreement
with Gorilla (collectively, the "Lock-Up Agreements"). Pursuant to the Lock-Up
Agreements, each Gorilla shareholder party thereto agreed not to, during the
period (the "Lock-Up Period") commencing from the Closing and ending on the six
(6) month anniversary of the Closing (subject to early release if the closing
price of the Company Ordinary Shares equals or exceeds
1
In connection with the Subscription Agreements (as defined below), Gorilla will
enter into a First Amendment to the Lock Up Agreement (each, a "Lock-Up
Agreement Amendment") with each Gorilla shareholder that previously signed
Lock-Up Agreements which is a condition to the closing of the PIPE (as defined
below) as set forth in the Subscription Agreements. The Lock-Up Agreement
Amendment revised the terms of the Lock-Up Agreement to extend the Lock-Up
Period to twelve (12) months and provide for an early release of up to
seventy-five percent (75%) of the locked-up Company Ordinary Shares (the "
A copy of the form of Lock-Up Agreement Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference, and the foregoing description of the form of Lock-Up Agreement Amendment is qualified in its entirety by reference thereto.
Private Placement
On
Item 3.02 Unregistered Sales of
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The subunits of Global issued pursuant to the Subscription Agreements will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation S promulgated thereunder.
Item 7.01 Regulation FD
On
Exhibit 99.1 is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Additional Information
In connection with the Transactions, Gorilla has filed with the
3 Forward-Looking Statements
This Current 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" 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 Business Combination Agreement, 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-Transaction
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 Business Combination Agreement by the shareholders of Global and the
satisfaction of the minimum cash requirements of the Business Combination
Agreement 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; (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; 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 Current Report on Form 8-K 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.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 10.1 Form of First Amendment to Lock-Up Agreement, by and between Gorilla and the shareholder of Gorilla party thereto. 10.2 Form of Subscription Agreement, dated as ofFebruary 10, 2022 , by and among Global, Gorilla and the investor named therein. 99.1 Press release, dated as ofFebruary 10, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 5
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