Holders of Gorilla Technology Group Inc.’s Class A CVRs entitled to 0.559 Ordinary Shares
17 Enero 2023 - 4:00PM
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 DvorchakThe Blueshirt Group for
Gorilla+1 (323) 240-5796gary@blueshirtgroup.com
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