GLOBAL SPAC PARTNERS CO,: Other Events, Financial Statements and Exhibits (Form 8-K)

Section 8.01 Other Events.

As stated earlier, Global SPAC Partners Co.an ad hoc acquisition company incorporated in Cayman Islands exempted company (“Global”), entered into a definitive Business Combination Agreement, dated December 21, 2021as amended and updated on May 18, 2022 (the “Business Combination Agreement”), with Gorilla Technology Group Inc.a Cayman Islands exempt corporation (“Gorilla”), Gorilla Fusion Sub, Inc.a Cayman Islands exempt company and 100% subsidiary of Gorilla, Global SPAC Sponsors LLCa Delaware limited liability company, as representative on and after the Effective Time (as defined in the Business Combination Agreement) for the shareholders of Global immediately prior to the Effective Time force and their successors and assigns, and Tomoyuki Niias representative from and after the Effective Time for Gorilla shareholders immediately prior to the Effective Time.

On June 30, 2022Global has issued a press release announcing the sending of a preliminary proxy statement announcing a special general meeting of shareholders of Global on July 13, 2022 to postpone the date by which Global must complete an initial business combination until August 13, 2022 (the “Extended Date”); provided, however, that if, by August 13, 2022Global has (i) mailed its definitive proxy statement/prospectus in connection with a meeting of shareholders to approve the business combination and related transactions with Gorilla (such meeting, the “Combination Meeting d’entreprises”), and (ii) convened the business combination meeting must be held no later than 14 days after the date of dispatch, but (iii) has not yet held the Combination Meeting, then the Extended Date will be automatically extended until the earliest of the following dates: (a) the second business day following the Combination Meeting and B)
September 13, 2022. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Additional Information

In connection with the transactions contemplated by the Business Combination Agreement (the “Transactions”), Gorilla has filed with the Security and Exchange Commission (the “SEC”) a registration statement on Form F-4, which includes a preliminary proxy statement of Global and a preliminary prospectus of Gorilla in connection with the proposed transactions. The definitive proxy statement and other relevant materials will be mailed to securityholders of Global on or after June 15, 2022, record date set for the Combination General Meeting. Investors and securityholders of Global and other interested persons are urged to read the preliminary proxy statement and its amendments, as well as the definitive proxy statement in connection with Global’s solicitation of proxies for the business combination meeting, as these documents will contain important information about Global, Gorilla, the Business Combination Agreement and the Transactions. The definitive proxy statement, preliminary proxy statement and other relevant documents relating to the transactions (when available), and any other documents filed by Global with the
SECONDcan be obtained free of charge at DRY (www.sec.gov) or by writing to Global at: 2093 Philadelphia pike #1968, Claymont, DE 19703.

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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 may from time to time contain, “forward-looking statements” within the meaning of the “sphere of security” of the Private Securities Litigation Reform Act of 1995. The actual results of Global and Gorilla may differ from their expectations, estimates and projections and, accordingly, you should not rely on these forward-looking statements as predictions of events. future. Words such as “expect”, “estimate”, “project”, “budget”, “expect”, “anticipate”, “intend”, “plan”, “may”, “will” , “could”, “should”, “believes”, “predicts”, “potential”, “could” and “continues” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, but are not limited to, Global’s and Gorilla’s expectations regarding future performance and anticipated financial impacts of the transactions and proposed private placement of Global securities by accredited institutional investors contemplated by certain agreements. subscription dated February 10, 2022as amended and updated on May 18, 2022 (the “PIPE”), the satisfaction of the closing conditions of 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 beyond the control of Global or Gorilla and are difficult to predict. Factors that could cause such differences include, but are not limited to: (i) the failure of the parties to successfully or timely complete the Transactions and the PIPE, including the risk that the required regulatory approvals may not be are not obtained, are delayed or subject to unforeseen conditions which could adversely affect the post-Transactions company (the “Company”) or the expected benefits of the Transactions and the PIPE, if they are not obtained; (ii) 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 investigations of the other parties; (iv) the ability of Global prior to the Transactions, and of the Company after the Transactions, to maintain the listing of the Company’s stock on Nasdaq; (v) Transaction-related costs; (vi) the absence of a third party fairness opinion to determine whether or not to proceed with the proposed transactions; (vii) the failure to satisfy the conditions for the completion 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 takeover by the public shareholders of Global ; (viii) the risk that Transactions will not be completed within the time stated and the potential inability to obtain an extension of the time stated; (ix) the outcome of any legal proceedings that may be brought against Global or Gorilla in connection with the Transactions; (x) the attraction and retention of qualified directors, officers, employees and key personnel of Global and Gorilla prior to the Transactions, and of the Company after the Transactions; (xi) the Company’s ability to compete effectively in a highly competitive market; (xii) the ability to protect and enhance Gorilla’s reputation and brand; (xiii) the impact of future regulatory, judicial and legislative changes in Gorilla’s or the Company’s industry; (xiv) uncertain effects of the COVID-19 pandemic and geopolitical developments; (xv) competition from large technology companies that have greater resources, technologies, relationships and/or expertise; (xvi) the Company’s future financial performance following the Transactions, including the ability of future revenues to meet projected annual bookings; (xvii) the Company’s ability to forecast and maintain an adequate rate of revenue growth and plan its expenses appropriately; (xviii) the Company’s ability 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 achieve anticipated revenue from subscriptions, advertising; (xxi) sales of products 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 the risks and uncertainties discussed from time to time in other reports and other public documents filed with the SECOND by Global or Gorilla. The above 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 differ materially from those indicated or anticipated by such forward-looking statements. Readers are cautioned not to place undue reliance on 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 on which they were made, except as required by applicable law or regulation.

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Participants in the solicitation

Gorilla, Global and their respective directors, officers, employees and other persons may be considered participants in the solicitation of proxies from holders of securities of Global in connection with the proposed transactions. Information about the directors and executive officers of Global and their ownership of Global securities is set forth in Global’s filings with the
SECOND. Additional information regarding the interests of participants in the proxy solicitation will be included in the proxy statement relating 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 does not constitute an offer to sell or the solicitation of an offer to buy securities under the Proposed Transactions or otherwise, nor will there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. No offer of securities may be made except by means of a prospectus satisfying the requirements of Section 10 of the Securities Act of 1933, as amended.

Item 9.01 Financial statements and supporting documents.

(d) Exhibits



Exhibit No.   Description
99.1            Press Release, dated June 30, 2022.
104           Cover Page Interactive Data File (embedded within the Inline XBRL document).




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