Filed pursuant to Rule 424(b)(3)
Registration No. 333-267838
PROSPECTUS SUPPLEMENT NO. 1
(to Prospectus dated March 30, 2023)
GORILLA TECHNOLOGY GROUP INC.
PRIMARY OFFERING OF
1,273,125 ORDINARY SHARES UNDERLYING WARRANTS
14,000,000 ORDINARY SHARES UNDERLYING THE CONTINGENT VALUE RIGHTS
SECONDARY OFFERING OF
71,210,599 ORDINARY SHARES,
1,273,125 WARRANTS TO PURCHASE ORDINARY SHARES
3,000,000 CLASS A CONTINGENT VALUE RIGHTS
OF
GORILLA TECHNOLOGY GROUP INC
This prospectus supplement updates and supplements the prospectus dated March 30, 2023 (the “Prospectus”), which forms a part of our registration statement on Form F-1 (No. 333-267838) and declared effective by the Securities and Exchange Commission on March 30, 2023. This prospectus supplement is being filed to update and supplement the information in the Prospectus with information pertaining to the 2022 earnings of Gorilla Technology Group Inc., a Cayman Islands exempted company (“Gorilla”).
The Prospectus and this prospectus supplement relate relates to (A) issuance from time to time by Gorilla, of up to (i) 1,273,125 ordinary shares, par value $0.0001 per share (the “ordinary shares”), issuable upon exercise of warrants (the “warrants”) to purchase our ordinary shares at an exercise price of $11.50 per share and (ii) 14,000,000 ordinary shares underlying the CVRs (as defined in the Prospectus) and (B) the resale, from time to time, by the selling securityholders named in the Prospectus (the “Selling Securityholders”), or their pledgees, donees, transferees, or other successors in interest of up to an aggregate of (i) 63,225,599 ordinary shares that were issued to Company shareholders, (ii) 4,985,000 ordinary shares issued to Sponsor (as defined in the Prospectus), certain affiliates of Global, and I-Banker Securities (as defined in the Prospectus) at the closing of the Business Combination (as defined in the Prospectus), (iii) 3,000,000 ordinary shares issued to the PIPE Investor (as defined in the Prospectus), (iv) 1,273,125 warrants to purchase ordinary shares at an exercise price of $11.50 per share and (v) 3,000,000 Class A CVRs (as defined in the Prospectus). Our registration of the Ordinary Shares covered by this prospectus does not mean that either we or the Selling Securityholders will offer or sell, as applicable, any of the Ordinary Shares. The Selling Securityholders may offer and sell the Ordinary Shares covered by this prospectus in a number of different ways and at varying prices. We provide more information about how the Selling Securityholders may sell the Ordinary Shares in the section entitled “Plan of Distribution” in the Prospectus.
You should read this prospectus and any prospectus supplement or amendment carefully before you invest in our securities. Our Ordinary Shares and warrants are listed on the Nasdaq Capital Market (“Nasdaq”) under the symbols “GRRR” and “GRRRW,” respectively. On April 3, 2023, the last reported sale price of our Ordinary Shares on Nasdaq was $3.99 per share and the last reported sale price of our warrants on Nasdaq was $0.23.
This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any subsequent amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus, and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement. The information in this prospectus supplement modifies and supersedes, in part, the information in the Prospectus. Any information in the Prospectus that is modified or superseded shall not be deemed to constitute a part of the Prospectus except as modified or superseded by this prospectus supplement. You should not assume that the information provided in this prospectus supplement or the Prospectus is accurate as of any date other than their respective dates. Neither the delivery of this prospectus supplement, the Prospectus nor any sale made hereunder, shall under any circumstances create any implication that there has been no change in our affairs since the date of this prospectus supplement, or that the information contained in this prospectus supplement, the Prospectus is correct as of any time after the date of that information.
We are an “emerging growth company” under applicable federal securities laws and will be subject to reduced public company reporting requirements.
Investing in our securities involves a high degree of risk. See the section entitled “Risk Factors” beginning on page 7 of the Prospectus.
Neither the Securities and Exchange Commission nor any other state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this Prospectus Supplement No. 1. Any representation to the contrary is a criminal offense.
The date of this Prospectus Supplement is April 4, 2023.
2022 Results Overview
Unless noted otherwise, all figures are for the year ended December 31, 2022, and all comparisons are with the corresponding period of 2021.
The following table summarizes financial results:
| Year Ended | ||||||||
| December 31 | ||||||||
| Items | 2022 | 2021 | ||||||
| (in thousands) | ||||||||
| Revenue | $ | 22,409 | $ | 42,243 | ||||
| Cost of revenue | (14,072 | ) | (26,469 | ) | ||||
| Gross Profit | 8,337 | 15,774 | ||||||
| Gross Margin | 37.2 | % | 37.3 | % | ||||
| Operating expense | 94,844 | 23,932 | ||||||
| Operating loss | (86,507 | ) | (8,158 | ) | ||||
| Net loss | $ | (87,537 | ) | $ | (8,548 | ) | ||
The following table shows our EBIT, EBITDA and adjusted EBITDA, together reconciled to the loss for the year ended December 31, 2022 and 2021.
| Year Ended December 31 | ||||||||
| 2022 | 2021 | |||||||
| (in thousands) | ||||||||
| Loss for the year | $ | (87,537 | ) | $ | (8,548 | ) | ||
| Income tax expense (benefit) | 430 | (238 | ) | |||||
| Financial expense, net | 599 | 628 | ||||||
| EBIT | $ | (86,508 | ) | (8,158 | ) | |||
| Depreciation expense | 5,938 | 6,386 | ||||||
| Amortization expense | 1,688 | 2,361 | ||||||
| EBITDA | $ | (78,882 | ) | $ | 589 | |||
| Transaction costs | 2,814 | - | ||||||
| Share Listing Expense(1) | 70,105 | - | ||||||
| Adjusted EBITDA | $ | (5,963 | ) | $ | 589 | |||
| (1) | Non-cash de-SPAC reverse merger cost. |
The revenue decline reflects the shift in emphasis to security convergence and a substantial paring of unprofitable or marginally profitable customer accounts. The table below highlights the building traction in convergence while video analytics is rationalized.
| Year Ended December 31 | ||||||||||||||||||||||||
| 2022 | 2021 | |||||||||||||||||||||||
| Dollars in Thousands | Percentage of Net Revenue | Dollars in Thousands | Percentage of Net Revenue | Change $ | Change % | |||||||||||||||||||
| Security Convergence | $ | 12,711 | 56.7 | % | $ | 12,055 | 28.5 | % | $ | 656 | 5.4 | % | ||||||||||||
| Video IoT | $ | 9,698 | 43.3 | % | $ | 30,188 | 71.5 | % | $ | (20,490 | ) | -67.9 | % | |||||||||||
| Total | $ | 22,409 | 100.0 | % | $ | 42,243 | 100.0 | % | $ | (19,834 | ) | -47.0 | % | |||||||||||
The gross profit decline tracked the decline in revenue. Gross margin percentage was unchanged versus the previous year.
Operating expense growth reflected investment in transforming Gorilla into a global cybersecurity leader, increased cost of being a public company, one-time expenses related to the SPAC merger, and one-time transaction expenses mainly related to the public listing and the SeeQuestor asset acquisition. One-time listing expenses in 2022 were $70 million, reflecting non-cash charges related to accounting for the reverse merger transaction as a capital reorganization. Other transaction-related expenses totaled $2.8 million.
Excluding transaction cost and share listing expense, adjusted net loss, a non-GAAP financial measure, was $14.6 million, higher than prior year mainly due to the increase in public company expenses. However, adjusted EBITDA was a loss of $6.0 million and operating cash flow was an outflow of $8.8 million. Capital expenditures were $2.9 million for the year. The company ended the year with $23 million of cash and cash equivalents.
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About Gorilla Technologies Group Inc.
Gorilla, headquartered in London U.K., 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. For more information go to Gorilla-Technology.com.
Forward-Looking Statements
This Prospectus Supplement contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Gorilla’s actual results may differ from its 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, statements regarding our Nasdaq listing improving our ability to attract the attention of customers and investors alike, our ability to fund operations as we execute a strategic shift to pursue the larger and higher margin opportunities in Security Convergence, our expectations to swing to profit in the quarters ahead, our immediate priorities, Gorilla’s strategic shift to enable it to pursue larger projects with better revenue visibility, along with those other risks described under the heading “Risk Factors” in the Prospectus, and those that are included in any of Gorilla’s future filings with the SEC. 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 Gorilla and are difficult to predict. 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. Gorilla undertakes 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.
Non-GAAP Measures
Certain of the measures included in this Prospectus Supplement are non-GAAP financial measures, including adjusted EBITDA and adjusted net loss. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by Gorilla are not reported by all of their competitors and may not be comparable to similarly titled amounts used by other companies.
We believe that the non-GAAP measures such as adjusted EBITDA provide useful information about our core operating results, enhance the overall understanding of our past performance and future prospects and allow for greater visibility with respect to key metrics used by our management in its financial and operational decision-making. We present adjusted EBITDA in order to provide more information and greater transparency to investors about our operating results.
Adjusted EBITDA represents EBITDA excluding transaction costs and share listing expenses which are one-off expenses for professional services related to the Business Combination, asset acquisition and SOX 404 implementation project which are considered as non-recurring corporate development events, which are added back for calculation of adjusted EBITDA.
The final table which shows our EBIT, EBITDA and adjusted EBITDA, together reconciled to the loss for the year ended December 31, 2022 and 2021 in this results announcement has more details on the non-GAAP financial measures and the related reconciliations between these financial measures.
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| Gorilla Technology Group Inc. and Subsidiaries |
| Consolidated Statements of Comprehensive Loss |
| (Unaudited) |
| (Expressed in United States dollars) |
| Items | For the year ended December 31, 2022 | For the year ended December 31, 2021 | For the year ended December 31, 2020 | |||||||||
| Revenue | $ | 22,408,808 | $ | 42,242,863 | $ | 45,412,589 | ||||||
| Cost of revenue | (14,071,902 | ) | (26,468,662 | ) | (26,857,201 | ) | ||||||
| Gross profit | 8,336,906 | 15,774,201 | 18,555,388 | |||||||||
| Operating expenses | ||||||||||||
| Selling and marketing expenses | (3,644,316 | ) | (4,961,639 | ) | (5,331,150 | ) | ||||||
| General and administrative expenses | (9,191,505 | ) | (3,430,230 | ) | (2,932,144 | ) | ||||||
| Share listing expenses | (70,104,989 | ) | - | - | ||||||||
| Research and development expenses | (14,110,408 | ) | (15,053,175 | ) | (14,342,826 | ) | ||||||
| Expected credit losses | - | (404,210 | ) | - | ||||||||
| Other income | 983,932 | 43,819 | 59,198 | |||||||||
| Other gains (losses) – net | 1,222,885 | (127,025 | ) | (1,702,379 | ) | |||||||
| Total operating expenses | (94,844,401 | ) | (23,932,460 | ) | (24,249,301 | ) | ||||||
| Operating loss | (86,507,495 | ) | (8,158,259 | ) | (5,693,913 | ) | ||||||
| Non-operating income and expenses | ||||||||||||
| Interest income | 235,912 | 37,869 | 159,275 | |||||||||
| Finance costs | (835,273 | ) | (666,349 | ) | (461,118 | ) | ||||||
| Total non-operating income and expenses | (599,361 | ) | (628,480 | ) | (301,843 | ) | ||||||
| Loss before income tax | (87,106,856 | ) | (8,786,739 | ) | (5,995,756 | ) | ||||||
| Income tax (expense) benefit | (430,368 | ) | 238,445 | 74,903 | ||||||||
| Loss for the year | $ | (87,537,224 | ) | $ | (8,548,294 | ) | $ | (5,920,853 | ) | |||
| Other comprehensive (loss) income | ||||||||||||
| Components of other comprehensive income that may not be reclassified to profit or loss | ||||||||||||
| Remeasurement of defined benefit plans | $ | 7,409 | $ | 13,087 | $ | (7,589 | ) | |||||
| Components of other comprehensive (loss) income that may be reclassified to profit or loss | ||||||||||||
| Exchange differences on translation of foreign operations | $ | (1,672,040 | ) | $ | 453,007 | $ | 778,758 | |||||
| Other comprehensive (loss) income for the year, net of tax | $ | (1,664,631 | ) | $ | 466,094 | $ | 771,169 | |||||
| Total comprehensive loss for the year | $ | (89,201,855 | ) | $ | (8,082,200 | ) | $ | (5,149,684 | ) | |||
| Loss per share | ||||||||||||
| Basic loss per share | $ | (1.78 | ) | $ | (0.29 | ) | $ | (0.20 | ) | |||
| Diluted loss per share | $ | (1.78 | ) | $ | (0.29 | ) | $ | (0.20 | ) | |||
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| Gorilla Technology Group Inc. and Subsidiaries |
| Consolidated Balance Sheets |
| (Unaudited) |
| (Expressed in United States dollars) |
| Items | December 31, 2022 | December 31, 2021 | ||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | 22,996,377 | $ | 9,944,748 | ||||
| Financial assets at fair value through profit or loss - current | 1,073,229 | - | ||||||
| Financial assets at amortized cost - current | 6,871,187 | 9,008,499 | ||||||
| Contract assets | 725,441 | 1,639,893 | ||||||
| Accounts receivable | 14,041,611 | 34,821,818 | ||||||
| Inventories | 68,629 | 152,227 | ||||||
| Prepayments - current | 1,266,442 | 231,531 | ||||||
| Other receivables | 648,617 | 19,930 | ||||||
| Other current assets | 61,803 | 5,971 | ||||||
| Total current assets | 47,753,336 | 55,824,617 | ||||||
| Non-current assets | ||||||||
| Financial assets at amortized cost - non-current | - | 50,578 | ||||||
| Property, plant and equipment | 16,132,567 | 34,395,070 | ||||||
| Right-of-use assets | 16,675 | 123,375 | ||||||
| Intangible assets | 56,342 | 3,419,469 | ||||||
| Deferred income tax assets | 29,905 | 410,203 | ||||||
| Prepayments - non-current | 612,982 | - | ||||||
| Other non-current assets | 659,071 | 707,391 | ||||||
| Total non-current assets | 17,507,542 | 39,106,086 | ||||||
| Total assets | $ | 65,260,878 | $ | 94,930,703 | ||||
| Items | December 31, 2022 | December 31, 2021 | ||||||
| Liabilities and Equity | ||||||||
| Liabilities | ||||||||
| Current liabilities | ||||||||
| Short-term borrowings | $ | 13,492,935 | $ | 22,968,092 | ||||
| Contract liabilities | 58,475 | 20,194 | ||||||
| Notes payable | 602 | 668 | ||||||
| Accounts payable | 6,674,528 | 8,060,501 | ||||||
| Other payables | 3,620,998 | 4,532,628 | ||||||
| Provisions - current | 88,469 | 152,778 | ||||||
| Lease liabilities - current | 16,981 | 54,588 | ||||||
| Warrant liabilities | 2,042,410 | - | ||||||
| Long-term borrowings, current portion | 2,108,896 | 2,077,634 | ||||||
| Other current liabilities, others | 152,373 | 129,356 | ||||||
| Total current liabilities | 28,256,667 | 37,996,439 | ||||||
| Non-current liabilities | ||||||||
| Long-term borrowings | 8,251,788 | 10,751,630 | ||||||
| Provisions - non-current | 61,057 | 105,542 | ||||||
| Deferred income tax liabilities | 148,183 | 78,402 | ||||||
| Lease liabilities - non-current | - | 69,587 | ||||||
| Total non-current liabilities | 8,461,028 | 11,005,161 | ||||||
| Total liabilities | 36,717,695 | 49,001,600 | ||||||
| Equity | ||||||||
| Equity attributable to owners of parent | ||||||||
| Share capital | ||||||||
| Ordinary share | 7,136 | 6,191,100 | ||||||
| Preference share | - | 5,844,892 | ||||||
| Advance receipts for share capital | - | 33,720 | ||||||
| Capital surplus | ||||||||
| Capital surplus | 154,730,389 | 41,301,738 | ||||||
| Retained earnings | ||||||||
| Accumulated deficit | (96,984,380 | ) | (9,454,565 | ) | ||||
| Other equity interest | ||||||||
| Financial statements translation differences of foreign operations | 370,178 | 2,042,218 | ||||||
| Treasury shares | (29,580,140 | ) | (30,000 | ) | ||||
| Equity attributable to owners of the parent | 28,543,183 | 45,929,103 | ||||||
| Total equity | 28,543,183 | 45,929,103 | ||||||
| Significant contingent liabilities and unrecognized contract commitments | ||||||||
| Total liabilities and equity | $ | 65,260,878 | $ | 94,930,703 | ||||
5
| Gorilla Technology Group Inc. and Subsidiaries |
| Consolidated Statements of Cash Flows |
| (Unaudited) |
| (Expressed in United States dollars) |
| Year ended December 31 2022 | Year ended December 31 2021 | Year ended December 31 2020 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||||||
| Loss before tax | $ | (87,106,856 | ) | $ | (8,786,739 | ) | $ | (5,995,756 | ) | |||
| Adjustments | ||||||||||||
| Adjustments to reconcile profit (loss) | ||||||||||||
| Expected credit losses | - | 404,210 | - | |||||||||
| Depreciation expenses | 5,938,167 | 6,385,999 | 5,307,581 | |||||||||
| Amortization expenses | 1,687,618 | 2,361,009 | 2,897,975 | |||||||||
| Loss (gain) on disposal of property, plant and equipment | 70,698 | (459 | ) | 856 | ||||||||
| Impairment loss | - | - | 1,238,548 | |||||||||
| Loss on lease modification | 48,488 | - | - | |||||||||
| Share listing expenses | 70,104,989 | - | - | |||||||||
| Share option expenses | 346,122 | 375,941 | 142,416 | |||||||||
| Interest expense | 835,273 | 666,349 | 461,118 | |||||||||
| Interest income | (235,912 | ) | (37,869 | ) | (159,275 | ) | ||||||
| Gains on reversal of accounts and other payables | (960,564 | ) | - | (25,523 | ) | |||||||
| Loss on disposal of subsidiaries | 69,335 | - | 124,441 | |||||||||
| Gains on financial assets and liabilities at fair value through profit or loss | (405,008 | ) | - | - | ||||||||
| Changes in operating assets and liabilities | �� | |||||||||||
| Changes in operating assets | ||||||||||||
| Contract assets | 914,452 | (158,970 | ) | (972,189 | ) | |||||||
| Notes receivable | - | 0 | 3,074,266 | |||||||||
| Accounts receivable | 3,580,932 | (1,579,304 | ) | (5,060,026 | ) | |||||||
| Inventories | 83,598 | (62,449 | ) | 68,568 | ||||||||
| Prepayments | (1,245,559 | ) | 344,354 | (108,164 | ) | |||||||
| Other receivables | (628,687 | ) | (187,708 | ) | 79,218 | |||||||
| Other current assets | (55,832 | ) | - | (21,840 | ) | |||||||
| Other non-current assets | 55,361 | (30,235 | ) | (18,657 | ) | |||||||
| Changes in operating liabilities | ||||||||||||
| Contract liabilities | 38,281 | 20,194 | - | |||||||||
| Notes payable | (66 | ) | (35,835 | ) | (5,850,712 | ) | ||||||
| Accounts payable | (1,378,916 | ) | 1,371,017 | 3,102,523 | ||||||||
| Other payables | 9,129 | 1,163,036 | 31,344 | |||||||||
| Provisions | (108,794 | ) | 837 | 103,850 | ||||||||
| Other current liabilities | 23,017 | 28,566 | (64,222 | ) | ||||||||
| Cash (outflow) inflow generated from operations | (8,320,734 | ) | 2,241,944 | (1,643,660 | ) | |||||||
| Interest received | 235,912 | 37,869 | 159,275 | |||||||||
| Interest paid | (686,841 | ) | (655,673 | ) | (461,118 | ) | ||||||
| Tax paid | (2,174 | ) | (1,167 | ) | - | |||||||
| Net cash flows (used in) from operating activities | (8,773,837 | ) | 1,622,973 | (1,945,503 | ) | |||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||||||
| Acquisition of financial assets at fair value through profit or loss | (1,105,540 | ) | - | - | ||||||||
| Acquisition of property, plant and equipment | (2,935,249 | ) | (7,496,271 | ) | (4,121,887 | ) | ||||||
| Proceeds from disposal of property, plant and equipment | - | 459 | 6,180 | |||||||||
| Acquisition of intangible assets | (73,093 | ) | (899,005 | ) | (1,404,192 | ) | ||||||
| Disposal in financial assets at amortized cost | 2,187,890 | 135,937 | 26,483 | |||||||||
| Investment in financial assets at amortized cost | - | (1,579,329 | ) | (2,245,333 | ) | |||||||
| Decrease (increase) in guarantee deposits | 368 | (72,142 | ) | 5,087 | ||||||||
| Net cash flows used in investing activities | (1,925,624 | ) | (9,910,351 | ) | (7,733,662 | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||||||
| Proceeds from short-term borrowings | 12,492,935 | 5,000,000 | 3,508,961 | |||||||||
| Repayments of short-term borrowings | (20,089,523 | ) | (327,098 | ) | - | |||||||
| Proceeds from long-term borrowings | 3,447,526 | 6,146,341 | 1,184,469 | |||||||||
| Repayments of long-term borrowings | (4,899,022 | ) | (4,933,134 | ) | (900,682 | ) | ||||||
| Principal repayment of lease liabilities | (90,549 | ) | (33,864 | ) | (29,716 | ) | ||||||
| Exercise of share options | - | 135,520 | 112,004 | |||||||||
| Payment of transaction cost | (292,416 | ) | - | - | ||||||||
| Proceeds from capital reorganization | 32,324,004 | - | - | |||||||||
| Exercise of warrants | 714,230 | - | - | |||||||||
| Net cash flows from financing activities | 23,607,185 | 5,987,765 | 3,875,036 | |||||||||
| Effect of foreign exchange rate changes | 143,905 | 91,105 | 324,900 | |||||||||
| Net increase (decrease) in cash and cash equivalents | 13,051,629 | (2,208,508 | ) | (5,479,229 | ) | |||||||
| Cash and cash equivalents at beginning of year | 9,944,748 | 12,153,256 | 17,632,485 | |||||||||
| Cash and cash equivalents at end of year | $ | 22,996,377 | $ | 9,944,748 | $ | 12,153,256 | ||||||
6
The following table shows our EBIT, EBITDA and adjusted EBITDA, together reconciled to the loss for the year ended December 31, 2022 and 2021 (net of operating expenses and non-operating income and expenses and excluding other comprehensive income).
| Year Ended December 31 | ||||||||
| 2022 | 2021 | |||||||
| (in thousands) | ||||||||
| Loss for the year | $ | (87,537 | ) | $ | (8,548 | ) | ||
| Income tax expense (benefit) | 430 | (238 | ) | |||||
| Financial expense, net | 599 | 628 | ||||||
| EBIT | $ | (86,508 | ) | (8,158 | ) | |||
| Depreciation expense | 5,938 | 6,386 | ||||||
| Amortization expense | 1,688 | 2,361 | ||||||
| EBITDA | $ | (78,882 | ) | $ | 589 | |||
| Transaction costs(1) | 2,814 | - | ||||||
| Share Listing Expense(2) | 70,105 | - | ||||||
| Adjusted EBITDA | $ | (5,963 | ) | $ | 589 | |||
| (1) | Transaction costs are one-off expenses for professional services related to the Business Combination, asset acquisition and SOX 404 implementation project which are considered as one-off corporate development events and added back for calculation of adjusted EBITDA. |
| (2) | Share listing expense represents non-cash IFRS 2 charges recorded in connection with the consummation of the SPAC merger. |
7