Item 8.01 Other Events.
As
previously 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, as amended and restated
on May 18, 2022 (the “Business Combination Agreement”), with Gorilla Technology Group Inc., a Cayman Islands exempted company
(“Gorilla”), Gorilla Merger Sub, Inc., a Cayman Islands exempted company and a wholly-owned subsidiary of Gorilla (“Merger
Sub”), Global SPAC Sponsors LLC, a Delaware limited liability company, in the capacity as the representative from and after the
Effective Time (as defined in the Business Combination Agreement) for the shareholders of Global as of immediately prior to the Effective
Time and their successors and assignees, and Tomoyuki Nii, in the capacity as the representative from and after the Effective Time for
the Gorilla shareholders as of immediately prior to the Effective Time. Pursuant to the Business Combination Agreement, Merger Sub will
merge with and into Global, with Global as the surviving entity (the “Merger”, and together with the other transactions contemplated
by the Business Combination Agreement and certain ancillary documents, the “Transactions”).
Waiver of Closing
Condition
Under
the terms of the Business Combination Agreement, it is a condition precedent to the obligations of Gorilla and Merger Sub to consummate
the Merger that, as of the closing of the Merger (the “Closing”), (a) the amount of funds contained in Global’s trust
account (the “Trust Account”) (after deducting the aggregate amount of payments required to be made in connection with the
redemption rights to Global shareholders) or Global’s operating account, in any case, prior to payment of any Global transaction
expenses or Gorilla transaction expenses or other liabilities due at the Closing, plus (b) the aggregate amount of cash
that has been funded to and remains with, or that will be funded concurrently with the Closing to, Global pursuant to any PIPE Investment
(as defined in the Business Combination Agreement) (the “Minimum Cash”) be at least $50,000,000. As of July 8, 2022, Gorilla
and Merger Sub had conditionally waived such condition precedent, provided that if the Minimum Cash is less than $41,900,000, the waiver
shall no longer be in effect.
On
July 7, 2022, Global issued a press release announcing the filing and mailing of the definitive proxy statement (the “Merger Proxy
Statement”) announcing an extraordinary general meeting of Global’s shareholders on July 13, 2022 (the “Business Combination
Meeting”) to approve the Transactions, among other proposals described in the Merger Proxy Statement. Additionally, on July 8, 2022,
Global issued a press release announcing the confirmation of the aggregate amount of the previously announced PIPE (as defined below)
of $41.9 million in connection with the Transactions and the conditional waiver of the Minimum Cash Condition as noted above. A copy of
the press releases are filed as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K and are incorporated by reference herein.
Additional Information
In
connection with the Transactions, Gorilla has filed with the Securities and Exchange Commission (the “SEC”) a Registration
Statement on Form F-4 and Global has filed the Merger Proxy Statement in connection with the proposed Transactions. Investors and security
holders of Global and other interested persons are advised to read the Merger Proxy Statement in connection with Global’s solicitation
of proxies for the Business Combination Meeting because these documents contain important information about Global, Gorilla, the Business
Combination Agreement and the Transactions. The Merger Proxy Statement and other relevant materials in connection with the Transactions,
and any other documents filed by Global with the SEC (when they become available), may be obtained free of charge at the SEC’s website
(www.sec.gov) or by writing to Global at: 2093 Philadelphia Pike #1968, Claymont, DE 19703.
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 and the proposed private placement
of Global securities by institutional accredited investors contemplated by certain subscription agreements dated as of February 10, 2022,
as amended and restated on May 18, 2022 (the “PIPE”), 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 and the PIPE, 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 and the PIPE, if not obtained; (ii) the failure to realize the anticipated benefits of the
Transactions and the PIPE; (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 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 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 vary materially
from those indicated or anticipated by such forward-looking statements. Readers are cautioned not to place undue reliance upon any forward-looking
statements, which speak only as of the date made. Global and Gorilla undertake no obligation to update forward-looking statements to reflect
events 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 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 SEC. Additional information
regarding the interests of the participants in the proxy solicitation will be included in the proxy statement pertaining to the proposed
Transactions when it becomes available. These documents can be obtained free of charge from the sources indicated above.
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 of 1933, as amended.