Holders of Gorilla Technology Group Inc.’s Class A CVRs entitled to 0.559 Ordinary Shares

Rhea-AI Summary

Gorilla Technology Group Inc. (NASDAQ: GRRR) has announced that holders of Class A contingent value rights (CVRs) will receive distributions of ordinary shares. The first distribution of 0.252 shares per CVR occurred based on an average VWAP price of $8.14 on December 21, 2022. A subsequent distribution of 0.307 shares per CVR was determined from an average VWAP price of $6.53 on December 30, 2022. To qualify for these distributions, CVR holders must provide specific information via a notice to Gorilla. If not validated within a year, the shares will be forfeited. This press release fulfills Gorilla’s obligations under the Contingent Value Rights Agreement.

Positive

• Distribution of 0.252 ordinary shares to Class A CVR holders based on a VWAP price of $8.14.
• Distribution of 0.307 ordinary shares to Class A CVR holders based on a VWAP price of $6.53.

Negative

• No distributions mentioned for Class B CVRs.
• Class A CVR holders may forfeit shares if they do not become qualifying holders within a year.

TAIPEI, Taiwan and NEW YORK, Jan. 17, 2023 (GLOBE NEWSWIRE) -- Gorilla Technology Group Inc. (“Gorilla”) (NASDAQ: GRRR), a global provider of AI based edge video analytics, IoT technologies, and cybersecurity, today announced that each holder of Gorilla’s Class A contingent value rights (“CVRs”) will be entitled to a distribution of Gorilla ordinary shares, subject to restrictions provided for in the Contingent Value Rights Agreement included as Exhibit 4.1 of Gorilla’s Form 6-K filed with the SEC on July 19, 2022 (the “Contingent Value Rights Agreement”). All capitalized terms in this press release that are not defined shall have the meaning assigned to them in the Contingent Value Rights Agreement.

On December 23, 2022, the SPAC Representative delivered a Price Protection Statement (as that term is defined in the BCA). In this Price Protection Statement, the SPAC Representative determined that December 21, 2022 was the final day of a VWAP Measurement Period under Section 1.2(b)(i)(A)(IV) of the BCA and that the Average VWAP Price for such period was $8.14 (as such terms are defined in the BCA). Citing these figures, the SPAC Representative determined that 0.252 ordinary shares were to be distributed to each person holding Class A CVRs on December 21, 2022. This Price Protection Statement made no mention of the Class B CVRs. The Company Representative did not object to this Price Protection Statement within 10 days.

On January 2, 2023, the SPAC Representative delivered a second Price Protection Statement. In this Price Protection Statement, the SPAC Representative determined that December 30, 2022 was the final day of a VWAP Measurement Period and that the Average VWAP Price for such period was $6.53. Citing these figures, the SPAC Representative determined that 0.307 ordinary shares were to be distributed to each person holding Class A CVRs on December 30, 2022. This Price Protection Statement made no mention of the Class B CVRs. The Company Representative did not object to this Price Protection Statement within 10 days.

A holder of Class A CVRs may become a Qualifying CVR Holder by sending a notice (a “Notice”) containing the following information to cvr@gorilla-technology.com:

• Legal name
• Mailing Address
• Country of residence
• Citizenship
• United States Taxpayer Identification Number or Social Security Number
• A signed and dated United States Internal Revenue Service W-8 or W-9
• Email Address
• The Number of Class A CVRs held by the holder as of December 21, 2022 and December 30, 2022.
• If CVRs are held in a brokerage account, then the name and contact details of the brokerage firm.
  

A Notice is invalid (an “Invalid Notice”) unless the Notice contains all the information above and sufficient detail to cause Gorilla to believe with a commercially reasonable degree of certainty that the content of the Notice is accurate (a “Valid Notice”). If Gorilla determines in good faith that a Notice is an Invalid Notice, Gorilla will inform the sender of the Notice that the Notice is an Invalid Notice through a reply to the email containing the Invalid Notice. If the sender of an Invalid Notice subsequently provides information or otherwise enables Gorilla to verify information such that the total mix of information available to Gorilla would constitute a Valid Notice, then the sender shall be deemed to have delivered a Valid Notice.

A holder cannot become a Qualifying CVR Holder unless that holder delivers a Valid Notice. If a CVR Holder fails to become a Qualifying CVR Holder within one year of the delivery of the CVR Payment Notice (which occurred, with respect to both distributions described above, on January 17, 2023) the ordinary shares underlying such distribution(s) will be deemed to have been forfeited.

This press release shall satisfy Gorilla’s obligation to issue a press release under 2.3(a) of the Contingent Value Rights Agreement.

About Gorilla Technology Group Inc.

Gorilla, headquartered in Taipei, Taiwan, is a global solution provider in security intelligence, network intelligence, business intelligence and IoT technology. Gorilla develops a wide range of solutions including Smart Cities, Smart Retail, Enterprise Security, and Smart Media. In addition, Gorilla provides a complete Security Convergence Platform to government institutions, telecom companies and private enterprises with network surveillance and cyber security.

Gorilla places an emphasis on offering leading technology, expert service, and precise delivery, and ensuring top-of-the-line, intelligent and strong edge AI solutions that enable clients to improve operational performance and efficiency. With continuous core technology development, Gorilla will deliver edge AI solutions to managed service providers, distributors, system integrators, and hardware manufacturers.

Gorilla-Technology.com

Important Information and Where to Find It

This press release does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Forward-Looking Statements

This press release contains forward-looking statements, which are based on estimates, assumptions, and expectations. Actual results and performance could differ materially and adversely from those expressed or implied in forward-looking statements. Gorilla does not undertake any obligation to update any forward-looking statements, except as required by law.

Contact:
Gary Dvorchak
The Blueshirt Group for Gorilla
+1 (323) 240-5796
gary@blueshirtgroup.com

FAQ

What is the distribution rate for Class A CVRs announced by Gorilla Technology Group?

Gorilla Technology Group announced distributions of 0.252 and 0.307 ordinary shares for Class A CVRs based on VWAP prices of $8.14 and $6.53.

What is the deadline to qualify as a Class A CVR holder?

Class A CVR holders must provide valid notice to become qualifying holders within one year of the January 17, 2023 CVR Payment Notice.

What happens if a Class A CVR holder fails to become a qualifying holder?

If a Class A CVR holder fails to become a qualifying holder, the ordinary shares underlying the distributions will be forfeited.

Are there any distributions for Class B CVRs?

The press release did not mention any distributions for Class B CVRs.

What information is required to become a qualifying CVR holder?

To become a qualifying CVR holder, one must provide legal name, mailing address, country, citizenship, taxpayer ID, signed IRS form, email, and the number of Class A CVRs held.