Gorilla Technology Group Inc F-1/A, filed Mar 28, 2023

Gorilla Technology Group Inc. (GRRR)

F-1/A 2023-03-28

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Cayman Islands		7372		Not Applicable
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

Exhibit Number		Description
2.1†		Amended and Restated Business Combination Agreement, dated as of May 18, 2022, by and among Global, Gorilla, Global SPAC Sponsors LLC, as SPAC Representative, Tomoyuki Nii as Company Representative and Merger Sub (incorporated by reference to Exhibit 2.1 of Gorilla’s Registration Statement on Form F-4 (File No. 333-262069) filed with the SEC on June 28, 2022).
3.1**		Memorandum and Articles of Association of Gorilla.
4.1		Warrant Agreement, dated as of April 8, 2021, between Continental Stock Transfer & Trust Company and Global (incorporated by reference to Exhibit 4.1 of Global’s Form 8-K filed with the SEC on April 14, 2021).
4.2		Specimen Ordinary Share Certificate of Gorilla Technology Group Inc. (incorporated by reference to Exhibit 4.6 of Gorilla’s Registration Statement on Form F-4 (File No. 333-262069) filed with the SEC on June 28, 2022).
4.3		Specimen Warrant Certificate of Gorilla Technology Group Inc. (incorporated by reference to Exhibit 4.7 of Gorilla’s Registration Statement on Form F-4 (File No. 333-262069) filed with the SEC on June 28, 2022).
4.4		Registration Rights Agreement, dated as of April 8, 2021, by and among Global, the Sponsor and I-Bankers (incorporated by reference to Exhibit 10.3 of Global’s Form 8-K filed with the SEC on April 14, 2021).
4.5		Form of Contingent Value Rights Agreement, by and among Gorilla, Global, Global SPAC Sponsors LLC, in the capacity as Gorilla Representative, Tomoyuki Nii in the capacity as Gorilla Representative, and Continental Stock Transfer & Trust Company, as rights agent (incorporated by reference to Exhibit 4.1 of Gorilla’s Form 6-K filed with the SEC on July 19, 2022).
5.1**		Opinion of Maples and Calder (Cayman) LLP as to the validity of the Gorilla ordinary shares to be issued.
5.2**		Opinion of K&L Gates LLP as to the validity of the Gorilla warrants and contingent value rights to be issued.
10.1††		Form of Gorilla Technology Group Inc. 2022 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.6 of Gorilla’s Registration Statement on Form F-4 (File No. 333-262069) filed with the SEC on June 28, 2022).
10.2		Form of Lock-Up Agreement, dated as of December 21, 2021, by and between Gorilla and the shareholder of Gorilla party thereto (incorporated by reference to Exhibit 10.2 of Global’s Form 8-K filed with the SEC on December 28, 2021).
10.3		Form of First Amendment to Registration Rights Agreement, by and among Gorilla, Global and the Sponsor (incorporated by reference to Exhibit 10.4 of Global’s Form 8-K filed with the SEC on December 28, 2021).
10.4		Form of Registration Rights Agreement, by and between Gorilla and the shareholders of Gorilla party thereto (incorporated by reference to Exhibit 10.2 of Gorilla’s Form 6-K filed with the SEC on July 19, 2022)).
10.5		Form of Assignment, Assumption and Amendment to Warrant Agreement among Continental Stock Transfer & Trust Company, LLC, Gorilla and Global (incorporated by reference to Exhibit 10.3 of Gorilla’s Form 6-K filed with the SEC on July 19, 2022)).
10.6		Form of First Amendment to Lock-Up Agreement, by and between Gorilla and the shareholder of Gorilla party thereto (incorporated by reference to Exhibit 10.1 of Global’s Form 8-K filed with the SEC on February 11, 2022).
10.7		Form of Amended and Restated Subscription Agreement, dated as of May 18, 2022, by and among Global, Gorilla and the investors named therein (incorporated by reference to Exhibit 10.1 of Gorilla’s Form 6-K filed with the SEC on July 19, 2022).
10.8††		Offer of Employment Agreement, effective as of March 11, 2022, by and between Gorilla Technology Group Inc. and Rajesh Natarajan (incorporated by reference to Exhibit 10.14 of Gorilla’s Registration Statement on Form F-4 (File No. 333-262069) filed with the SEC on June 28, 2022).
10.9**		Form of Indemnification Agreement.
21.1**		List of subsidiaries of Gorilla.
23.1*		Consent of PricewaterhouseCoopers, Taiwan, independent registered public accounting firm for Gorilla.
23.2**		Consent of UHY LLP, independent registered public accounting firm for Global.
23.3**		Consent of Maples and Calder (Cayman) LLP (included in Exhibit 5.1).
23.4**		Consent of K&L Gates LLP (included in Exhibit 5.2).
24.1**		Power of Attorney (included on signature page to the initial filing of the Registration Statement).
107**		Calculation of Registration Fee.

	GORILLA TECHNOLOGY GROUP INC.

	By:	/s/ Jayesh Chandan
	Name:	Jayesh Chandan
	Title:	Chief Executive Officer

NAME	POSITION	DATE
/s/ Jayesh Chandan	Chief Executive Officer and Chairman of the	March 28, 2023
Jayesh Chandan	Board of Directors (Principal Executive Officer)

/s/ Daphne Huang	Chief Financial Officer	March 28, 2023
Daphne Huang	(Principal Financial Officer and Principal Accounting Officer)

/s/ Evan Medeiros	Director	March 28, 2023
Evan Medeiros

*	Director	March 28, 2023
Rt. Hon. Ruth Kelly

*	Director	March 28, 2023
Gregg Walker

*	Director	March 28, 2023
Yoichiro Hirano

*By:	/s/ Jayesh Chandan	March 28, 2023
Name:	Jayesh Chandan
Title:	Attorney-in-Fact

By:	/s/ Donald J. Puglisi
Name:	Donald J. Puglisi
Title:	Managing Director Puglisi & Associates