Gorilla Technology Group Inc F-4/A, filed Jun 28, 2022
Gorilla Technology Group Inc. (GRRR)
As filed with the Securities and Exchange Commission on June 27, 2022.
Registration No. 333-262069
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 6 TO
FORM F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Gorilla Technology Group Inc.
(Exact name of registrant as specified in its charter)
| Cayman Islands | 7372 | |
| (State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
Gorilla Technology Group Inc.
7F, No.302, Ruey Kuang Road,
Neihu, Taipei 114720, Taiwan, R.O.C.
+886 (2) 2627-7996
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, DE 19715
(302) 738-6680
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies of all correspondence to:
|
James Chen Billy M.C. Chen K&L Gates 30/F, No. 95 Dun Hua Taipei 106046, Taiwan, R.O.C. Tel: +886 (2) 2326-5188 |
Robert S. Matlin David A. Bartz Jonathan M. Barron K&L Gates LLP 599 Lexington Avenue New York, NY 10022 Tel: (212) 536-3900 |
Michael Johns Michael Lockwood Maples and Calder PO Box 309, Ugland House Grand Cayman, KY1-1104 Cayman Islands Tel: (345) 949-8066 |
Stuart Neuhauser Matthew A. Gray Jessica Yuan Ellenoff Grossman & 1345 Avenue of the Americas New York, NY 10105 Tel: (212) 370-1300 Fax: (212) 370-7889 |
Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this registration statement and all other conditions to the proposed Business Combination described herein have been satisfied or waived.
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☒
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 6 to the Registration Statement on Form S-4 (File No. 333-262069) (this “Amendment No. 6”) is being filed solely to amend Item 21 of Part II thereof and to file certain exhibits to the Registration Statement. This Amendment No. 6 does not modify any provision of the proxy statement/prospectus contained in Part I. Accordingly, the proxy statement/prospectus has been omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of directors and officers
Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect, civil fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association will provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We will enter into agreements with our directors and officers to provide contractual indemnification in addition to the indemnification provided for in our amended and restated memorandum and articles of association. We expect to purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.
Item 21. Exhibits and Financial Statements Schedules
(a) Exhibits.
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| * | Previously filed. |
| † | Schedules and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. |
Item 22. Undertakings
The undersigned registrant hereby undertakes:
| ● | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
| ● | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
| ● | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; |
| ● | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. |
| ● | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| ● | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
| ● | To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (1)(d) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. |
That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
| ● | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
| ● | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
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| ● | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
| ● | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
The undersigned registrant hereby undertakes as follows: that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.
The registrant undertakes that every prospectus: (a) that is filed pursuant to the immediately preceding paragraph, or (b) that purports to meet the requirements of Section 10(a)(3) of the Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes (i) to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means; and (ii) to arrange or provide for a facility in the U.S. for the purpose of responding to such requests. The undertaking in subparagraph (i) above includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.
The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this amendment No. 6 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Neihu, Taipei 114720, Taiwan, R.O.C, on the 27th day of June, 2022.
| Gorilla Technology Group Inc. | ||
| By: | /s/ Dr. Sih-Ping “Spincer” Koh | |
| Name: | Dr. Sih-Ping “Spincer” Koh | |
| Title: | Chief Executive Officer | |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement, as amended, has been signed below by the following persons in the capacities and on the dates indicated.
| NAME | POSITION | DATE | ||
| /s/ Dr. Sih-Ping “Spincer” Koh | Chief Executive Officer and Director | June 27, 2022 | ||
| Dr. Sih-Ping “Spincer” Koh | (Principal Executive Officer) | |||
| * | Senior Vice President — Finance | June 27, 2022 | ||
| Ming-hsing “Stardi” Yen | (Principal Financial Officer and Principal Accounting Officer) | |||
| * | Director | June 27, 2022 | ||
| Dr. Sih-Ping “Spincer” Koh | ||||
| * | Director | June 27, 2022 | ||
| Richard Chang for and on behalf of Landtek Corporation | ||||
| * | Director | June 27, 2022 | ||
| Chun-Chuan Pu | ||||
| * | Director | June 27, 2022 | ||
| Tomoyuki Nii | ||||
| * | Director | June 27, 2022 | ||
| Steven Ho for and on behalf of Technology Associates Management Co., Ltd. | ||||
| * | Director | June 27, 2022 | ||
| Hsu, Chang-I for and on behalf of Rivetel Inv. Co., Ltd. | ||||
| * | Director | June 27, 2022 | ||
| Yoichiro Hirano |
| *By: | /s/ Dr. Sih-Ping “Spincer” Koh | June 27, 2022 | |||
| Name: | Dr. Sih-Ping “Spincer” Koh | ||||
| Title: | Attorney-in-Fact |
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AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Gorilla Technology Group Inc. has signed this registration statement in the City of Newark, State of Delaware, on the 27th day of June, 2022.
| By: | /s/ Donald J. Puglisi | |
| Name: | Donald J. Puglisi | |
| Title: | Managing Director Puglisi & Associates |
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Exhibit 5.1
| Ourref | MUL/805152-000001/69096041v3 |
Gorilla Technology Group Inc.
PO Box 309, Ugland House
Grand Cayman
KY1-1104
Cayman Islands
27 June 2022
Gorilla Technology Group Inc.
We have acted as counsel as to Cayman Islands law to Gorilla Technology Group Inc. (the “Company”) in connection with the listing of securities of the Company (the “Listing”) pursuant to the amended and restated Business Combination Agreement dated as of 18 May 2022 (the “Agreement”) by and among, among others, the Company and Global SPAC Partners Co. and the Company’s registration statement on Form F-4, including all amendments or supplements thereto, filed with the United States Securities and Exchange Commission (the “Commission”) under the United States Securities Act of 1933, as amended (the “Act”) (including its exhibits, the “Registration Statement”) for the purposes of, registering with the Commission under the Act, the offering and sale to the public of (the “Securities”):
| (A) | up to 17,933,213 ordinary shares of a par value of US$0.0001 each of the Company (“Ordinary Shares”); |
| (B) | up to 12,135,178 redeemable warrants, each warrant exercisable to purchase one Ordinary Share at a price of US$11.50 per Ordinary Share (“Warrants”); |
| (C) | up to 17,933,213 Class A contingent value rights (as defined in the Registration Statement) (“Class A CVRs”); |
| (D) | all Ordinary Shares that may be issued upon receipt of the Class A CVRs subject to the conditions detailed in the Agreement and the CVR Documents (as defined below); and |
| (E) | all Ordinary Shares that may be issued upon exercise of the Warrants. |
This opinion letter is given in accordance with the terms of the Legal Matters section of the Registration Statement.
| 1 | Documents Reviewed |
We have reviewed originals, copies, drafts or conformed copies of the following documents:
| 1.1 | The certificate of incorporation dated 17 May 2001, the memorandum and articles of association of the Company as registered or adopted on 28 November 2018 (the “Memorandum and Articles”) and the amended and restated memorandum and articles of association of the Company to be adopted by special resolution to be effective immediately before the Listing (the “IPO Memorandum and Articles”). |
| 1.2 | The written resolutions of the board of directors of the Company dated 27 June 2022 (the “Resolutions”) and the corporate records of the Company maintained at its registered office in the Cayman Islands. |
| 1.3 | A draft of the minutes of the extraordinary general meeting of the Company (the “Shareholder Resolutions”) which includes a resolution to re-designate the authorised (and issued) share capital of the Company in the manner therein described effective on the Listing. |
| 1.4 | A certificate of good standing with respect to the Company issued by the Registrar of Companies (the “Certificate of Good Standing”). |
| 1.5 | A certificate from a director of the Company a copy of which is attached to this opinion letter (the “Director’s Certificate”). |
| 1.6 | The Registration Statement. |
| 1.7 | The Agreement. |
| 1.8 | The Warrant Agreement dated as of 8 April 2021 between Global SPAC Partners Co. and Continental Stock Transfer & Trust Company (“Continental”) as amended by the Assignment, Assumption and Amendment and the form of the warrant certificate constituting the Warrants (the “Warrant Documents”). |
| 1.9 | The Contingent Value Rights Agreement between the Company and Continental and the form of the certificate constituting the Class A CVRs (the “CVR Documents”). |
The documents listed in paragraphs 1.7 to 1.9 inclusive above shall be referred to collectively herein as the “Documents”.
| 2 | Assumptions |
The following opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to the laws of the Cayman Islands which are in force on the date of this opinion letter. In giving the following opinions, we have relied (without further verification) upon the completeness and accuracy, as at the date of this opinion letter, of the Director’s Certificate and the Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:
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| 2.1 | The Documents have been or will be authorised and duly executed and unconditionally delivered by or on behalf of all relevant parties in accordance with all relevant laws (other than, with respect to the Company, the laws of the Cayman Islands). |
| 2.2 | The Documents are, or will be, legal, valid, binding and enforceable against all relevant parties in accordance with their terms under the laws of the State of New York (the “Relevant Law”) and all other relevant laws (other than, with respect to the Company, the laws of the Cayman Islands). |
| 2.3 | The choice of the Relevant Law as the governing law of the Documents has been made in good faith and would be regarded as a valid and binding selection which will be upheld by the courts of the State of New York and any other relevant jurisdiction (other than the Cayman Islands) as a matter of the Relevant Law and all other relevant laws (other than the laws of the Cayman Islands). |
| 2.4 | Copies of documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals. |
| 2.5 | All signatures, initials and seals are genuine. |
| 2.6 | The capacity, power, authority and legal right of all parties under all relevant laws and regulations (other than, with respect to the Company, the laws and regulations of the Cayman Islands) to enter into, execute, unconditionally deliver and perform their respective obligations under the Documents. |
| 2.7 | No invitation has been or will be made by or on behalf of the Company to the public in the Cayman Islands to subscribe for any of the Warrants, the Class A CVRs or the Ordinary Shares. |
| 2.8 | There is no contractual or other prohibition or restriction (other than as arising under Cayman Islands law) binding on the Company prohibiting or restricting it from entering into and performing its obligations under the Documents. |
| 2.9 | No monies paid to or for the account of any party under the Documents or any property received or disposed of by any party to the Documents in each case in connection with the Documents or the consummation of the transactions contemplated thereby represent or will represent proceeds of criminal conduct or criminal property or terrorist property (as defined in the Proceeds of Crime Act (As Revised) and the Terrorism Act (As Revised), respectively). |
| 2.10 | There is nothing under any law (other than the laws of the Cayman Islands) which would or might affect the opinions set out below. Specifically, we have made no independent investigation of the Relevant Law. |
| 2.11 | The Company will receive money or money’s worth in consideration for the issue of the Ordinary Shares and none of the Ordinary Shares were or will be issued for less than par value. |
| 2.12 | The Shareholder Resolutions will be passed in the manner prescribed in the Memorandum and Articles and will not be amended, varied or revoked in any respect. |
| 2.13 | At the time of the Listing, the IPO Memorandum and Articles will be in full force and effect and will be unamended. |
Save as aforesaid we have not been instructed to undertake and have not undertaken any further enquiry or due diligence in relation to the transaction the subject of this opinion letter.
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| 3 | Opinions |
Based upon, and subject to, the foregoing assumptions and the qualifications set out below, and having regard to such legal considerations as we deem relevant, we are of the opinion that:
| 3.1 | The Company has been duly incorporated as an exempted company with limited liability and is validly existing and in good standing with the Registrar of Companies under the laws of the Cayman Islands. |
| 3.2 | Based solely on Director’s Certificate and our review of the IPO Memorandum and Articles, upon the IPO Memorandum and Articles and the Shareholder Resolution becoming effective, the authorised share capital of the Company will be US$25,000 divided into 245,000,000 ordinary shares of a par value of US$0.0001 each and 5,000,000 preference shares of a par value of US$0.0001 each. |
| 3.3 | The Ordinary Shares to be offered and issued by the Company as contemplated by the Registration Statement (including the issuance of Ordinary Shares upon the exercise of the Warrants in accordance with the Warrant Documents and the issuance of Ordinary Shares upon receipt of the Class A CVRs in accordance with the CVR Documents) have been duly authorised for issue, and when issued by the Company against payment in full of the consideration as set out in the Registration Statement and the Documents and in accordance with the terms set out in the Registration Statement and the Documents (including the issuance of Ordinary Shares upon the exercise of the Warrants in accordance with the Warrant Documents and the issuance of Ordinary Shares upon receipt of the Class A CVRs in accordance with the CVR Documents), such Ordinary Shares will be validly issued, fully paid and non-assessable. As a matter of Cayman Islands law, a share is only issued when it has been entered in the register of members (shareholders). |
| 3.4 | The execution, delivery and performance of the Documents have been authorised by and on behalf of the Company and, once the Documents have been executed and delivered by any director or officer of the Company, the Documents will be duly executed and delivered on behalf of the Company and will constitute the legal, valid and binding obligations of the Company enforceable in accordance with their terms. |
| 4 | Qualifications |
The opinions expressed above are subject to the following qualifications:
| 4.1 | The term “enforceable” as used above means that the obligations assumed by the Company under the Documents are of a type which the courts of the Cayman Islands will enforce. It does not mean that those obligations will necessarily be enforced in all circumstances in accordance with their terms. In particular: |
| (a) | enforcement may be limited by bankruptcy, insolvency, liquidation, reorganisation, readjustment of debts or moratorium or other laws of general application relating to or affecting the rights of creditors and/or contributories; |
| (b) | enforcement may be limited by general principles of equity. For example, equitable remedies such as specific performance may not be available, inter alia, where damages are considered to be an adequate remedy; |
| (c) | where obligations are to be performed in a jurisdiction outside the Cayman Islands, they may not be enforceable in the Cayman Islands to the extent that performance would be illegal under the laws of that jurisdiction; and |
| (d) | some claims may become barred under relevant statutes of limitation or may be or become subject to defences of set off, counterclaim, estoppel and similar defences. |
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| 4.2 | To maintain the Company in good standing with the Registrar of Companies under the laws of the Cayman Islands, annual filing fees must be paid and returns made to the Registrar of Companies within the time frame prescribed by law. |
| 4.3 | Under Cayman Islands law, the register of members (shareholders) is prima facie evidence of title to shares and this register would not record a third party interest in such shares. However, there are certain limited circumstances where an application may be made to a Cayman Islands court for a determination on whether the register of members reflects the correct legal position. Further, the Cayman Islands court has the power to order that the register of members maintained by a company should be rectified where it considers that the register of members does not reflect the correct legal position. As far as we are aware, such applications are rarely made in the Cayman Islands and for the purposes of the opinion given in paragraph 3.3, there are no circumstances or matters of fact known to us on the date of this opinion letter which would properly form the basis for an application for an order for rectification of the register of members of the Company, but if such an application were made in respect of the Ordinary Shares, then the validity of such shares may be subject to re-examination by a Cayman Islands court. |
| 4.4 | Except as specifically stated herein, we make no comment with respect to any representations and warranties which may be made by or with respect to the Company in any of the documents or instruments cited in this opinion letter or otherwise with respect to the commercial terms of the transactions the subject of this opinion letter. |
| 4.5 | In this opinion letter, the phrase “non-assessable” means, with respect to shares in the Company, that a shareholder shall not, solely by virtue of its status as a shareholder, be liable for additional assessments or calls on the shares by the Company or its creditors (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil). |
We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the references to our firm under the headings “Legal Matters”, “Risk Factors”, “Shareholders’ Suits” and “Enforcement of Civil Liabilities” in the prospectus included in the Registration Statement. In providing our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission thereunder.
This opinion letter is addressed to you and may be relied upon by you, your counsel and purchasers of the Securities pursuant to the Registration Statement. This opinion letter is limited to the matters detailed herein and is not to be read as an opinion with respect to any other matter.
Yours faithfully
/s/ Maples and Calder (Cayman) LLP
Maples and Calder (Cayman) LLP
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Gorilla Technology Group Inc.
PO Box 309, Ugland House
Grand Cayman
KY1-1104
Cayman Islands
| To: | Maples and Calder (Cayman) LLP |
| PO Box 309, Ugland House | |
| Grand Cayman | |
| KY1-1104 | |
| Cayman Islands |
27 June 2022
Gorilla Technology Group Inc. (the “Company”)
I, the undersigned, being a director of the Company, am aware that you are being asked to provide an opinion letter (the “Opinion”) in relation to certain aspects of Cayman Islands law. Unless otherwise defined herein, capitalised terms used in this certificate have the respective meanings given to them in the Opinion. I hereby certify that:
| 1 | The Memorandum and Articles remain in full force and effect and are unamended. |
| 2 | The Company has not entered into any mortgages or charges over its property or assets other than those entered in the register of mortgages and charges of the Company. |
| 3 | The Resolutions were duly passed in the manner prescribed in the Memorandum and Articles (including, without limitation, with respect to the disclosure of interests (if any) by directors of the Company) and have not been amended, varied or revoked in any respect. |
| 4 | Upon adoption of the IPO Memorandum and Articles, the authorised share capital of the Company will be US$25,000 divided into 245,000,000 ordinary shares of a par value of US$0.0001 each and 5,000,000 preference shares of a par value of US$0.0001 each. |
| 5 | The shareholders of the Company (the “Shareholders”) have not restricted the powers of the directors of the Company in any way. |
| 6 | The directors of the Company at the date of the Resolutions and at the date of this certificate were and are as follows: Koh, Sih-Ping, Yoichiro Hirano, Pu, Chun-Chuan, Tomoyuki Nii, Technology Associates Management Co., Ltd., Rivetel Inv. Co., Ltd. and Landtek Corporation. |
| 7 | The minute book and corporate records of the Company as maintained at its registered office in the Cayman Islands and made available to you are complete and accurate in all material respects, and all minutes and resolutions filed therein represent a complete and accurate record of all meetings of the Shareholders and directors (or any committee thereof) of the Company (duly convened in accordance with the Memorandum and Articles) and all resolutions passed at the meetings or passed by written resolution or consent, as the case may be. |
| 8 | Prior to, at the time of, and immediately following the approval of the transactions contemplated by the Registration Statement, the Company was, or will be, able to pay its debts as they fell, or fall, due and has entered, or will enter, into the transactions contemplated by the Registration Statement for proper value and not with an intention to defraud or wilfully defeat an obligation owed to any creditor or with a view to giving a creditor a preference. |
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| 9 | Each director of the Company considers the transactions contemplated by the Registration Statement to be of commercial benefit to the Company and has acted in good faith in the best interests of the Company, and for a proper purpose of the Company, in relation to the transactions which are the subject of the Opinion. |
| 10 | To the best of my knowledge and belief, having made due inquiry, the Company is not the subject of legal, arbitral, administrative or other proceedings in any jurisdiction. Nor have the directors or Shareholders taken any steps to have the Company struck off or placed in liquidation, nor have any steps been taken to wind up the Company. Nor has any receiver been appointed over any of the Company’s property or assets. |
| 11 | To the best of my knowledge and belief, having made due inquiry, there are no circumstances or matters of fact existing which may properly form the basis for an application for an order for rectification of the register of members of the Company. |
| 12 | The Registration Statement and the Documents have been, or will be, authorised and duly executed and delivered by or on behalf of all relevant parties in accordance with all relevant laws. |
| 13 | No invitation has been made or will be made by or on behalf of the Company to the public in the Cayman Islands to subscribe for any of the Ordinary Shares. |
| 14 | The Ordinary Shares to be issued pursuant to the Registration Statement and the Documents have been, or will be, duly registered, and will continue to be registered, in the Company’s register of members (shareholders). |
| 15 | The Company is not a central bank, monetary authority or other sovereign entity of any state and is not a subsidiary, direct or indirect, of any sovereign entity or state. |
| 16 | There is no contractual or other prohibition or restriction (other than as arising under Cayman Islands law) binding on the Company prohibiting or restricting it from entering into and performing its obligations under the Documents. |
(Signature Page follows)
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I confirm that you may continue to rely on this certificate as being true and correct on the day that you issue the Opinion unless I shall have previously notified you in writing personally to the contrary.
| Signature: | /s/ Koh Sih-Ping | |
| Name: | Koh Sih-Ping | |
| Title: | Director |
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Exhibit 5.2
June 27, 2022
Gorilla Technology Group Inc.
7F, No.302, Ruey Kuang Road
Neihu, Taipei 114720, Taiwan, R.O.C.
Ladies and Gentlemen:
We have acted as special New York counsel to Gorilla Technology Group Inc., a Cayman Islands exempted company (the “Company”), in connection with the Registration Statement on Form F-4 (File No. 333-262069) (as amended, the “Registration Statement”) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “1933 Act”), for the registration of, inter alia, (i) warrants (the “Warrants”) to purchase 12,135,178 ordinary shares of the Company, par value US$0.0001 per share (the “Ordinary Shares”) and (ii) and 17,933,213 Class A Contingent Value Rights (“Class A CVRs”), to be issued by the Company.
This opinion letter has been prepared and should be understood in accordance with the Statement of Opinion Practices, 74 Bus. Law. 807 (2019).
You have requested our opinion as to the matters set forth below in connection with the Registration Statement. For purposes of rendering that opinion, we have examined the following:
| 1. | the Registration Statement; |
| 2. | the Company’s Amended and Restated Memorandum and Articles of Association; |
| 3. | the Amended and Restated Business Combination Agreement, dated as of May 18, 2022, by and among Global SPAC Partners Co., a Cayman Islands exempted company (“Global”), Gorilla Merger Sub, Inc., a Cayman Islands exempted company and a direct wholly owned subsidiary of the Company (“Merger Sub”), the Company, 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 (as defined below)) for the shareholders of Global as of immediately prior to the Effective Time (the “SPAC Representative”), and Tomoyuki Nii, in the capacity as the representative from and after the Effective Time for the Company shareholders as of immediately prior to the Effective Time (as amended, modified, and supplemented, from time to time, including by way of assignment and joinder, the “Business Combination Agreement”); |
| 4. | the Plan of Merger between Global and Merger Sub (the “Plan of Merger”); |
| 5. | the Warrant Agreement, dated as of April 8, 2021 by and between Global and Continental Stock Transfer & Trust Company (“CST”) (as will be subsequently assigned by Global to the Company by the Amendment to Warrant Agreement, by and among Global, the Company, and CST (the “Assignment Agreement”)) (as assigned, the “Warrant Agreement”); |
Gorilla Technology Group Inc.
June 27, 2022
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| 6. | a specimen Warrant certificate (the “Warrant Specimen”); | |
| 7. | the form of CVR agreement, approved by the Company, relating to the Class A CVRs (the “CVR Agreement”), to be entered into among the Company, the SPAC Representative and CST, as rights agent (the “Rights Agent”); |
| 8. | the form of subscription agreement among Global, the Company and various PIPE Investors as defined in the CVR agreement; and |
| 9. | resolutions of the board of directors of the Company. |
We have made such other investigation as we have deemed appropriate. As to certain matters of fact that are material to our opinion, we have also relied on a certificate of an executive officer of the Company. In rendering our opinion, we have also made the assumptions that are customary in opinion letters of this kind, including without limitation, that we have assumed: (i) that each document submitted to or reviewed by us is accurate and complete; (ii) that each such document that is an original is authentic and each such document that is a copy conforms to an authentic original; (iii) that all signatures on each such document are genuine; (iv) that any entity that is a party to any of the documents reviewed by us has been duly organized, incorporated or formed, and is validly existing and, if applicable, in good standing under the laws of its respective jurisdiction of organization, incorporation or formation; (v) that each party to each document reviewed by us has the full power, authority, and legal right to execute, deliver and perform each such document; (vi) the due authorization, execution and delivery by each party thereto of each document reviewed by us; (vii) that any amendment or restatement of any document reviewed by us has been accomplished in accordance with, and was permitted by, the relevant provisions of applicable law and the relevant provisions of such document (and/or any other applicable document) prior to its amendment or restatement from time to time; (viii) that each of the documents submitted to or reviewed by us (other than the Warrants and the CVR Agreement) constitutes the legal, valid, and binding obligation of each party thereto, enforceable against each such party in accordance with its terms; (ix) that the Warrants are in the form of the Warrant Specimen; (x) the Assignment Agreement will have been authorized, executed and delivered by the Company, Global and CST; (xi) the CVR Agreement will have been authorized, executed and delivered by the Company, the SPAC Representative and the Rights Agent and the Class A CVRs will be authorized, executed and delivered by the Company and the Rights Agent in accordance with the provisions of the CVR Agreement; (xii) each Subscription Agreement will have been authorized, executed and delivered by the Company, the SPAC Representative and each PIPE Investor and is enforceable against each such party, and (xiii) that there are no documents or agreements by or among any of the parties to the transaction described in the Registration Statement, other than those referenced in this opinion letter, that could affect any of the opinions expressed herein and no undisclosed modifications, waivers or amendments (whether written or oral) to any of the documents reviewed by us in connection with this opinion letter.
We have not verified any of those assumptions.
Our opinion set forth below is limited to the law of the State of New York.
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June 27, 2022
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Based upon and subject to the foregoing, it is our opinion that when (i) the SPAC Warrants (as defined in the Business Combination Agreement) have been canceled and retired and cease to exist at the Merger Effective Time (as defined in the Business Combination Agreement) in accordance with the terms of the Business Combination Agreement and the Plan of Merger; (ii) the Assignment Agreement and the CVR Agreement have been duly authorized, executed and delivered by each party thereto; and (iii) the Warrants and the Class A CVRs have been issued in accordance with the terms of the Warrant Agreement, the CVR Agreement, the Business Combination Agreement and the Plan of Merger, such Warrants and Class A CVRs will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to the effect of bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, moratorium, and other laws affecting the rights and remedies of creditors generally, to general principles of equity (whether applied by a court of law or equity) and to the public policy against indemnification for violations of United States securities laws.
Our opinion is given in reliance on Section 5-1401 of the New York General Obligations Law (“GOL 5-1401”). GOL 5-1401 provides, in pertinent part, that “the parties to any contract . . . may agree that the law of this state shall govern their rights and duties in whole or in part, whether or not such contract, agreement or undertaking bears a reasonable relation to this state.” Although the New York Court of Appeals has recently upheld the application of that statute in IRB-Brasil Resseguros, S.A. v. Inepur Invs., S. A., 82 N.E.2d 609 (N.Y. 2012), we note that legal commentators have questioned the validity thereof under the Constitution of the United States, and we express no opinion as to the constitutionality of such law. We draw your attention to the fact that at least one federal court has, notwithstanding the terms of GOL 5-1401, in dictum noted possible constitutional limitations upon GOL 5-1401, in both domestic and international transactions. See e.g., Lehman Brothers Commercial Corp. v. Minmetals Non-Ferrous Metals Trading Co., No. 94 Civ. 8301, 2000 WL 1702039 (S.D.N.Y. Nov. 13, 2000).
We express no opinion as to (i) whether a federal court of the United States outside of the State of New York, a state court outside the State of New York, or a foreign court would give effect to the choice of New York law provided for in the Warrant; (ii) whether a federal court of the United States outside the State of New York, or a state court outside the State of New York, would have personal jurisdiction over any party; (iii) whether a federal court of the United States would have subject matter jurisdiction over any action brought against any party; (iv) the registration requirements of the 1933 Act or when or under what circumstances the Warrants or the Ordinary Shares may be reoffered or resold; or (v) the enforceability of the Business Combination Agreement, the CVR Agreement, the Assignment Agreement or the Warrant Agreement.
We note that the Plan of Merger and the Ordinary Shares are governed by the laws of the Cayman Islands. We express no opinion as to how the exercise of (i) the Warrants for Ordinary Shares or (ii) the Class A CVRs may be affected by such laws.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the 1933 Act or the rules and regulations thereunder.
| Yours truly, | ||
| /s/ K&L Gates LLP | ||
| K&L Gates LLP |