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.
We were incorporated on August 6, 2020 as a Cayman Islands exempted company and
formed for the purpose of effecting a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business combination with
one or more businesses or entities, which we refer to throughout this Report as
our initial business combination.
On April 13, 2021, we consummated the IPO of 16,000,000 public units, at a price
of $10.00 per public unit, generating gross proceeds of $160,000,000.
Simultaneously with the closing of the IPO, we consummated the sale of 675,000
placement units, at a price of $10.00 per placement unit, in a private placement
to the sponsor and I-Bankers, generating gross proceeds of $6,750,000.
On April 14, 2021, I-Bankers partially exercised the over-allotment option to
purchase an additional 750,000 public units, at a purchase price of $10.00 per
public unit, generating gross proceeds to us of $7,500,000. Simultaneously with
the exercise of the over-allotment option, we consummated the sale of an
additional 22,500 placement units, at a price of $10.00 per placement unit, in a
private placement to the sponsor and I-Bankers, generating gross proceeds to us
Of the net proceeds from the IPO, partial exercise of the over-allotment option,
and associated private placements, $169,175,000 of cash was placed in the trust
On December 21, 2021, we entered into a Business Combination Agreement with
Gorilla and Merger Sub. Gorilla is a leading market provider of video
intelligence, Internet of Things security, edge AI data analytics and
operational technology security solutions and services in Asia Pacific with
operations and established distribution and sales channels in the United States,
Europe, the Middle East and Latin America.
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 PIPE Investors entered into a series of PIPE
Subscription Agreements, providing for the purchase by the PIPE Investors at the
effective time of the Gorilla Business Combination an aggregate of 5,000,000
PIPE Subunits at a price of $10.10 per subunit, for gross proceeds to Global of
$50.5 million; provided, however, that if a PIPE Investor acquires ownership of
subunits of Gorilla in the open market or in privately negotiated transactions
with third parties (along with any related rights to redeem or convert such
subunits in connection with any redemption conducted by Global in accordance
with Global's organizational documents and the prospectus for Global's initial
public offering in conjunction with the Closing or in conjunction with an
amendment to Global's organizational documents to extend Global's deadline to
consummate its initial business combination) at least prior to Global's meeting
of shareholders to approve the Transactions and the PIPE Investor does not
redeem or convert such PIPE Subunits in connection with any redemption, the
number of subunits for which the PIPE Investor is obligated to purchase under
the PIPE Subscription Agreement shall be reduced by the number of non-redeemed
For more information on the Gorilla Business Combination and the PIPE
Investment, see "Item 1. Business."
Results of Operations
We have neither engaged in any operations nor generated any revenues to date.
The only activities through December 31, 2021 were activities related to our
formation, the IPO and search for a prospective initial business combination
target, such as Gorilla. We do not expect to generate any operating revenues
until after the completion of our initial business combination. We generate
non-operating income in the form of interest income on marketable securities
held in the trust account. We incur expenses as a result of being a public
company (for legal, financial reporting, accounting and auditing compliance), as
well as expenses for due diligence on prospective targets.
For the year ended December 31, 2021, we had net income of $8,502,767, which
consisted of $35,110 in interest earned on marketable securities held in the
trust account, $41 in interest earned in our operating bank account, and
$10,642,498 in change in fair value of warrants, offset by $1,194,871 in
formation and operating costs, and $980,011 in warrant issuance costs.
For the period from August 6, 2020 (inception) through December 31, 2020, we had
net loss of $2,237, which consisted of $2,238 in formation and operating costs,
offset by $1 in interest earned in our operating bank account.
Liquidity and Capital Resources
As of December 31, 2021, we had cash of approximately $0.3 million. Until the
consummation of the IPO, our only source of liquidity was an initial purchase of
ordinary shares by our sponsor and loans from our sponsor.
Subsequent to the consummation of the IPO, partial exercise of the
over-allotment option, and associated private placements, $169,175,000 of cash
was placed in the trust account, and our liquidity needs have been satisfied
through the proceeds from the consummation of the private placement not held in
the trust account.
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 $1,500,000
of such loans may be convertible into units at a price of $10.00 per unit at the
option of the lender at the time of the business combination. The units would be
identical to the placement units sold in the private placements.
We anticipate that the $291,139 outside of the trust account as of December 31,
2021 will not be sufficient to allow us to operate for at least the next 12
months, assuming that a business combination is not consummated during that
time. We may need to obtain additional financing to consummate our initial
business combination but there is no assurance that new financing will be
available to us on commercially acceptable terms. Furthermore, if we are unable
to complete an initial business combination by April 13, 2022 or July 13, 2022
(if we obtain shareholder approval to extend the date by which we must
consummate an initial business combination), it will trigger our automatic
winding up, liquidation and dissolution. These conditions raise substantial
doubt about our ability to continue as a going concern.
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
The Company accounts for its Class A ordinary shares (underlying the public
subunits) subject to possible redemption in accordance with the guidance in
Financial Accounting Standards Board ("FASB") Accounting Standards Codification
("ASC") Topic 480 "Distinguishing Liabilities from Equity." Ordinary shares
subject to mandatory redemption (if any) are classified as a liability
instrument and are measured at fair value. Conditionally redeemable ordinary
shares (including ordinary shares that feature redemption rights that are either
within the control of the holder or subject to redemption upon the occurrence of
uncertain events not solely within the Company's control) are classified as
temporary equity. At all other times, ordinary shares are classified as
shareholders' equity. The Company's Class A ordinary shares feature certain
redemption rights that are considered to be outside of the Company's control and
subject to the occurrence of uncertain future events. Accordingly, Class A
ordinary shares subject to possible redemption are presented at redemption value
of $10.10 per share (plus any interest earned on the trust account) as temporary
equity, outside of the shareholders' equity section of the Company's balance
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.
The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff
Accounting Bulletin ("SAB") Topic 5A - "Expenses of Offering". Offering costs
are allocated to the public warrants issued in the IPO based on the public
warrants' fair value at inception compared to the total IPO proceeds received.
Offering costs associated with warrant liabilities are expensed, and offering
costs associated with the Class A ordinary shares are allocated to temporary
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
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 December 31, 2021, reflective of the respective participation
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.
Off-Balance Sheet Arrangements; Commitments and Contractual Obligations
Registration Rights Agreement
Pursuant to a registration rights agreement entered into on April 8, 2021, the
holders of the founder shares, the representative shares, the units issuable
upon conversion of the working capital loans and the placement units and its
underlying securities are entitled to certain registration rights. See "Item 1.
Business" and Notes 5 and 7 of the financial statements included herein. The
Company will bear the expenses incurred in connection with the filing of any
registration statements pursuant to such registration rights.
Pursuant to the underwriting agreement, the underwriters received a cash
underwriting discount of $3,350,000 following the consummation of the IPO and
the partial exercise of the over-allotment option. In addition, the underwriters
also received 100,000 representative shares upon the consummation of the IPO.
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 $5,862,500, upon the completion of the Company's
initial business combination subject to the terms of the underwriting agreement.
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
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 Ukraine. We
cannot at this time fully predict the likelihood of one or more of the above
events, their duration or magnitude or the extent to which they may negatively
impact our business and our ability to complete an initial business combination.
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