Filed pursuant to Rule 424(b)(3)
Registration No. 333-267838
PROSPECTUS SUPPLEMENT NO. 1
(to Prospectus dated April 28, 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
64,403,803 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 April 28, 2023 (the “Prospectus”), which forms a part of our registration statement on Form F-1 (No. 333-267838) filed with the Securities and Exchange Commission on April 28, 2023. This prospectus supplement is being filed to update and supplement the information in the Prospectus with information pertaining to the 2023 earnings of Gorilla Technology Group Inc., a Cayman Islands exempted company (“Gorilla” or the “Company”).
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) 64,403,803 ordinary shares, (ii) 1,273,125 warrants to purchase ordinary shares at an exercise price of $11.50 per share and (iii) 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 August 8, 2023, the last reported sale price of our ordinary shares on Nasdaq was $1.90 per share and the last reported sale price of our warrants on Nasdaq was $0.14.
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 August 9, 2023.
First Half 2023 Results
Unless noted otherwise, all figures are for the six months ended June 30, 2023, and all comparisons are with the corresponding period of 2022.
The following table summarizes financial results:
| Six months ended | ||||||||
| June 30 | ||||||||
| Items | 2023 | 2022 | ||||||
| (Unaudited) | ||||||||
| Revenue | $ | 6,429,335 | $ | 13,800,930 | ||||
| Cost of revenue | (3,250,584 | ) | (9,226,561 | ) | ||||
| Gross Profit | 3,178,751 | 4,574,369 | ||||||
| Gross Margin | 49.4 | % | 33.1 | % | ||||
| Operating expense | (10,470,307 | ) | (12,402,188 | ) | ||||
| Operating loss | (7,291,556 | ) | (7,827,819 | ) | ||||
| Net loss | $ | (7,269,758 | ) | $ | (8,636,040 | ) | ||
The following table shows our EBIT, EBITDA, and adjusted EBITDA, together reconciled to the loss for the six months period ended June 30, 2023, and 2022.
| (Unaudited) | Six months ended June 30, 2023 | Six months ended June 30, 2022 | ||||||
| Loss for the period | $ | (7,269,758 | ) | $ | (8,636,040 | ) | ||
| Income tax expense | 2,172 | 356,130 | ||||||
| Interest and Finance costs | (23,970 | ) | 452,091 | |||||
| EBIT | $ | (7,291,556 | ) | (7,827,819 | ) | |||
| Depreciation expense | 321,902 | 3,420,393 | ||||||
| Amortization expense | 406,573 | 1,030,193 | ||||||
| EBITDA | $ | (6,563,081 | ) | $ | (3,377,233 | ) | ||
| Transaction costs (one time)(1) | 3,097,764 | 2,151,856 | ||||||
| Adjusted EBITDA | (3,465,317 | ) | (1,225,377 | ) | ||||
| (1) | Transaction costs are one-off expenses for one-time employee expenses and professional services related to asset acquisition, professional services for one-time project which are considered as one-off corporate development events and added back for calculation of adjusted EBITDA. |
Despite the lower revenue base, gross margin increased from 33.1% to 49.4%. Operating expense decreased by $1.9 million compared to the same period in 2022. Adjusted EBITDA was negative $3.5 million compared to negative $1.2 million a year ago.
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About Gorilla Technology Group Inc.
"Empowering Your Tomorrow"
Gorilla, headquartered in London U.K., is a global solution provider in Security Intelligence, Network Intelligence, Business Intelligence and IoT technology. Gorilla provides a wide range of solutions, including, Smart City, Network, Video, Cybersecurity and IoT across select verticals of Government & Public Services, Manufacturing, Telecom, Retail, Transportation & Logistics, Healthcare and Education.
The Company’s vision is to empower a connected tomorrow through innovative and transformative technologies. Gorilla envisions a world where seamless connectivity transcends boundaries, enriching lives, industries, and societies.
Gorilla’s commitment is to lead the way in pioneering cutting-edge solutions that bridge gaps, foster collaboration and inspire progress. By relentlessly pushing the boundaries of technology, the Company aims to create an ecosystem where individuals, businesses and communities thrive in an era of digital empowerment.
Through continuous innovation, ethical practices and a steadfast dedication to quality, Gorilla strives to shape a future where every interaction, transaction, and experience is enhanced by the power of technology.
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 beliefs about future revenues, 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, Gorilla’s contract with the Government of Egypt, Gorilla’s ability to win additional projects and execute definitive contracts related thereto, 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-IFRS Measures
Certain of the measures included in this prospectus supplement are non-IFRS financial measures, including adjusted EBITDA. Non-IFRS financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with IFRS, and non-IFRS financial measures as used by Gorilla are not reported by all their competitors and may not be comparable to similarly titled amounts used by other companies.
We believe that the non-IFRS measures such as adjusted EBITDA provide useful information about our core operating results, enhance the overall understanding of our past performance and 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 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 our Business Combination, asset acquisition and SOX 404 implementation project, which are considered as non-recurring corporate development events and 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 period ended June 30, 2023, and 2022 in this results announcement has more details on the non-IFRS 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)
| Six months ended June 30 | ||||||||
| Items | 2023 | 2022 | ||||||
| Revenue | $ | 6,429,335 | $ | 13,800,930 | ||||
| Cost of revenue | (3,250,584 | ) | (9,226,561 | ) | ||||
| Gross profit | 3,178,751 | 4,574,369 | ||||||
| Operating expenses | ||||||||
| Selling and marketing expenses | (901,355 | ) | (1,980,709 | ) | ||||
| General and administrative expenses | (7,641,876 | ) | (3,295,612 | ) | ||||
| Research and development expenses | (2,772,621 | ) | (7,766,833 | ) | ||||
| Other income | 79,089 | 11,037 | ||||||
| Other gains – net | 766,456 | 629,929 | ||||||
| Total operating expenses | (10,470,307 | ) | (12,402,188 | ) | ||||
| Operating loss | (7,291,556 | ) | (7,827,819 | ) | ||||
| Non-operating income and expenses | ||||||||
| Interest income | 400,516 | 11,957 | ||||||
| Finance costs | (376,546 | ) | (464,048 | ) | ||||
| Total non-operating income and expenses | 23,970 | (452,091 | ) | |||||
| Loss before income tax | (7,267,586 | ) | (8,279,910 | ) | ||||
| Income tax expense | (2,172 | ) | (356,130 | ) | ||||
| Loss for the period | $ | (7,269,758 | ) | $ | (8,636,040 | ) | ||
| Other comprehensive loss | ||||||||
| Components of other comprehensive loss that may be reclassified to profit or loss | ||||||||
| Exchange differences on translation of foreign operations | $ | (185,082 | ) | $ | (874,697 | ) | ||
| Other comprehensive loss for the period, net of tax | $ | (185,082 | ) | $ | (874,697 | ) | ||
| Total comprehensive loss for the period | $ | (7,454,840 | ) | $ | (9,510,737 | ) | ||
| Loss per share | ||||||||
| Basic loss per share | $ | (0.11 | ) | $ | (0.29 | ) | ||
| Diluted loss per share | $ | (0.11 | ) | $ | (0.29 | ) | ||
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Gorilla Technology Group Inc. and Subsidiaries
Consolidated Balance Sheets
(Unaudited)
(Expressed in United States dollars)
| Items | June 30, 2023 | December 31, 2022 | ||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | 10,268,581 | $ | 22,996,377 | ||||
| Financial assets at fair value through profit or loss - current | 1,053,621 | 1,073,229 | ||||||
| Financial assets at amortized cost | 8,859,457 | 6,871,187 | ||||||
| Contract assets | 4,551,822 | 725,441 | ||||||
| Accounts receivable | 12,507,386 | 14,041,611 | ||||||
| Inventories | 56,544 | 68,629 | ||||||
| Prepayments - current | 244,039 | 1,266,442 | ||||||
| Other receivables | 732,054 | 648,617 | ||||||
| Other current assets | 38,421 | 61,803 | ||||||
| Total current assets | 38,311,925 | 47,753,336 | ||||||
| Non-current assets | ||||||||
| Property, plant and equipment | 15,731,102 | 16,132,567 | ||||||
| Right-of-use assets | 8,269 | 16,675 | ||||||
| Intangible assets | 9,060,563 | 56,342 | ||||||
| Deferred income tax assets | 29,464 | 29,905 | ||||||
| Prepayments - non-current | 482,230 | 612,982 | ||||||
| Other non-current assets | 939,513 | 659,071 | ||||||
| Total non-current assets | 26,251,141 | 17,507,542 | ||||||
| Total assets | $ | 64,563,066 | $ | 65,260,878 | ||||
| Items | June 30, 2023 | December 31, 2022 | ||||||
| Liabilities and Equity | ||||||||
| Liabilities | ||||||||
| Current liabilities | ||||||||
| Short-term borrowings | $ | 15,189,220 | $ | 13,492,935 | ||||
| Contract liabilities | 113,221 | 58,475 | ||||||
| Notes payable | 593 | 602 | ||||||
| Accounts payable | 3,765,166 | 6,674,528 | ||||||
| Other payables | 5,400,184 | 3,620,998 | ||||||
| Provisions - current | 70,758 | 88,469 | ||||||
| Lease liabilities | 8,387 | 16,981 | ||||||
| Warrant liabilities | 1,328,165 | 2,042,410 | ||||||
| Long-term borrowings, current portion | 2,781,744 | 2,108,896 | ||||||
| Other current liabilities, others | 143,909 | 152,373 | ||||||
| Total current liabilities | 28,801,347 | 28,256,667 | ||||||
| Non-current liabilities | ||||||||
| Long-term borrowings | 6,491,613 | 8,251,788 | ||||||
| Provisions - non-current | 46,887 | 61,057 | ||||||
| Deferred income tax liabilities | 145,997 | 148,183 | ||||||
| Total non-current liabilities | 6,684,497 | 8,461,028 | ||||||
| Total liabilities | 35,485,844 | 36,717,695 | ||||||
| Equity | ||||||||
| Equity attributable to owners of parent | ||||||||
| Share capital | ||||||||
| Ordinary share | 7,174 | 7,136 | ||||||
| Capital surplus | ||||||||
| Capital surplus | 162,719,230 | 154,730,389 | ||||||
| Retained earnings | ||||||||
| Accumulated deficit | (104,254,138 | ) | (96,984,380 | ) | ||||
| Other equity interest | ||||||||
| Financial statements translation differences of foreign operations | 185,096 | 370,178 | ||||||
| Treasury shares | (29,580,140 | ) | (29,580,140 | ) | ||||
| Equity attributable to owners of the parent | 29,077,222 | 28,543,183 | ||||||
| Total equity | 29,077,222 | 28,543,183 | ||||||
| Significant contingent liabilities and unrecognized contract commitments | ||||||||
| Total liabilities and equity | $ | 64,563,066 | $ | 65,260,878 | ||||
5
Gorilla Technology Group Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
(Expressed in United States dollars)
| Six months ended June 30 | ||||||||
| 2023 | 2022 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Loss before tax | $ | (7,267,586 | ) | $ | (8,279,910 | ) | ||
| Adjustments | ||||||||
| Adjustments to reconcile profit (loss) | ||||||||
| Depreciation expenses | 321,902 | 3,420,393 | ||||||
| Amortization expenses | 406,573 | 1,030,193 | ||||||
| Share-based payment expenses | 500,000 | 0 | ||||||
| Share option expenses | 38,053 | 184,943 | ||||||
| Loss on disposal of property, plant and equipment | 257 | 0 | ||||||
| Gains on reversal of accounts and other payables | (68,165 | ) | 0 | |||||
| Gains on financial assets and liabilities at fair value through profit or loss | (616,686 | ) | 0 | |||||
| Interest expense | 376,546 | 464,048 | ||||||
| Interest income | (400,516 | ) | (11,957 | ) | ||||
| Changes in operating assets and liabilities | ||||||||
| Changes in operating assets | ||||||||
| Contract assets | (3,826,381 | ) | 402,155 | |||||
| Accounts receivable | 1,534,225 | (1,175,393 | ) | |||||
| Inventories | 12,085 | 77,038 | ||||||
| Prepayments | 1,163,915 | (939,900 | ) | |||||
| Other receivables | (15,757 | ) | (4,010 | ) | ||||
| Other current assets | (30,319 | ) | 2,626 | |||||
| Other non-current assets | (15,315 | ) | 33,359 | |||||
| Changes in operating liabilities | ||||||||
| Contract liabilities | 54,746 | (1,386 | ) | |||||
| Notes payable | (9 | ) | (45 | ) | ||||
| Accounts payable | (2,846,303 | ) | 927,603 | |||||
| Other payables | (1,288,629 | ) | 542,481 | |||||
| Provisions | (30,203 | ) | (59,016 | ) | ||||
| Other current liabilities | (8,464 | ) | (34,871 | ) | ||||
| Cash outflow generated from operations | (12,006,031 | ) | (3,421,649 | ) | ||||
| Interest received | 386,537 | 11,957 | ||||||
| Interest paid | (388,045 | ) | (313,902 | ) | ||||
| Tax paid | (12,491 | ) | (360 | ) | ||||
| Net cash flows used in operating activities | (12,020,030 | ) | (3,723,954 | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Acquisition of property, plant and equipment | (216,672 | ) | (2,815,381 | ) | ||||
| Acquisition of intangible assets | (3,257,771 | ) | (14,252 | ) | ||||
| Disposal in financial assets at amortized cost | 0 | 2,225,422 | ||||||
| Investment in financial assets at amortized cost | (1,988,270 | ) | 0 | |||||
| (Increase) decrease in guarantee deposits | (265,127 | ) | 34,033 | |||||
| Net cash flows used in investing activities | (5,727,840 | ) | (570,178 | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Proceeds from short-term borrowings | 11,037,443 | 867,694 | ||||||
| Repayments of short-term borrowings | (9,238,450 | ) | 0 | |||||
| Proceeds from long-term borrowings | 0 | 1,574,876 | ||||||
| Repayments of long-term borrowings | (872,431 | ) | (1,793,622 | ) | ||||
| Principal repayment of lease liabilities | (8,665 | ) | (26,503 | ) | ||||
| Loan to Global SPAC Partner Co. | 0 | (1,165,339 | ) | |||||
| Payment of transaction cost | 0 | (87,419 | ) | |||||
| Exercise of warrants | 4,372,875 | 0 | ||||||
| Net cash flows generated from (used in) financing activities | 5,290,772 | (630,313 | ) | |||||
| Effect of foreign exchange rate changes | (270,698 | ) | 529,800 | |||||
| Net decrease in cash and cash equivalents | (12,727,796 | ) | (4,394,645 | ) | ||||
| Cash and cash equivalents at beginning of period | 22,996,377 | 9,944,748 | ||||||
| Cash and cash equivalents at end of period | $ | 10,268,581 | $ | 5,550,103 | ||||
6
Gorilla Technology Group Inc. and Subsidiaries
Reconciliation of Non-IFRS Financial Measures – Adjusted EBITDA Calculation
(Unaudited)
(Expressed in United States dollars)
The following table shows our adjusted EBITDA, together reconciled to the loss for the period ended June 30, 2023, and 2022.
| Items | Six months ended June 30, 2023 | Six months ended June 30, 2022 | ||||||
| Loss for the period | $ | (7,269,758 | ) | $ | (8,636,040 | ) | ||
| Depreciation Expense | 321,902 | 3,420,393 | ||||||
| Amortization Expense | 406,573 | 1,030,193 | ||||||
| Income Tax Expense | 2,172 | 356,130 | ||||||
| Interest and Finance Costs | (23,970 | ) | 452,091 | |||||
| Transaction Costs (one time) | 3,097,764 | 2,151,856 | ||||||
| Adjusted EBITDA | $ | (3,465,317 | ) | $ | (1,225,377 | ) | ||
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