Item 1.01 Entry into a Material Definitive Agreement.
As
previously reported by Global SPAC Partners Co., a Cayman Islands exempted company (“Global”), on a Current
Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on December 28, 2021, Global
is a party to a Business Combination Agreement, dated as of December 21, 2021 (as it may be amended or supplemented from time to time,
the “Business Combination Agreement”), with Gorilla Technology Group
Inc., a Cayman Islands exempted company (“Gorilla”), and Gorilla Merger Sub, Inc., a Cayman Islands exempted
company and a wholly owned subsidiary of Gorilla (“Merger Sub”).
Pursuant
to the Business Combination Agreement, at the closing (the “Closing”) of the transactions contemplated thereunder
(collectively, the “Transactions”), and following the Recapitalization (as such term is defined and described
in the Business Combination Agreement), (i) Merger Sub will merge with and into Global, with Global continuing as the surviving entity
and a wholly owned subsidiary of Gorilla (the “Merger”); (ii) the ordinary shares of Global (including Class
A ordinary shares and Class B ordinary shares) will be converted into ordinary shares of Gorilla (“Company Ordinary Shares”)
on a one-for-one basis; and (iii) warrants to purchase the ordinary shares of Global will be converted into warrants to purchase the
same number of Company Ordinary Shares at the same exercise price and for the same exercise period.
First
Amendment to Lock-Up Agreement
As
previously disclosed, in connection with the execution and delivery of the Business Combination Agreement, certain
Gorilla shareholders (which cumulatively currently own 94.12% of Gorilla’s equity) each entered into a Lock-Up Agreement with Gorilla
(collectively, the “Lock-Up Agreements”). Pursuant to the Lock-Up Agreements, each Gorilla shareholder party
thereto agreed not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the
six (6) month anniversary of the Closing (subject to early release if the closing price of the Company Ordinary Shares equals or exceeds
$12.50 per share for any 20 out of 30 trading days after the Closing and also subject to early release if Gorilla consummates a liquidation,
merger, share exchange, reorganization or other similar transaction with an unaffiliated third party that results in all Gorilla shareholders
having the right to exchange their equity holdings in Gorilla for cash, securities or other property): (i) lend, offer, pledge, hypothecate,
encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant
any option, right or warrant to purchase, establish or increase of a put equivalent position or liquidation with respect to or decrease
of a call equivalent position with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations of the SEC promulgated
thereunder, or otherwise transfer or dispose of, directly or indirectly, any restricted securities, (ii) enter into any swap or
other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the restricted securities,
whether any such transaction is to be settled by delivery of such restricted securities, in cash or otherwise, or (iii) publicly
announce the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be
settled by delivery of restricted securities or other securities, in cash or otherwise (in each case, subject to certain limited permitted
transfers where the recipient takes the shares subject to the restrictions in the Lock-Up Agreement).
In
connection with the Subscription Agreements (as defined below), Gorilla will enter into a First Amendment to the Lock Up Agreement (each,
a “Lock-Up Agreement Amendment”) with each Gorilla shareholder that previously signed Lock-Up Agreements which
is a condition to the closing of the PIPE (as defined below) as set forth in the Subscription Agreements. The Lock-Up Agreement Amendment
revised the terms of the Lock-Up Agreement to extend the Lock-Up Period to twelve (12) months and provide for an early release of up
to seventy-five percent (75%) of the locked-up Company Ordinary Shares (the “Early Release Securities”) if
and to the extent that the following occurs after the Closing: (i) one-third (1/3rd) of the Early Release Securities shall
be released on the date beginning from and after the six (6) month anniversary of the Closing on which the closing price of the Company
Ordinary Shares exceeds $12.50 per share (as adjusted for share splits, share capitalizations, share consolidations, subdivisions, share
dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period;
(ii) one-third (1/3rd) of the Early Release Securities shall be released on the date beginning from and after the six (6) month anniversary
of the Closing on which the closing price of the Company Ordinary Shares exceeds $15.00 per share (as adjusted for share splits, share
capitalizations, share consolidations, subdivisions, share dividends, reorganizations, recapitalizations and the like) for any twenty
(20) trading days within any thirty (30) trading day period; and (iii) one-third (1/3rd) of the Early Release Securities shall be released
beginning from and after the six (6) month anniversary of the Closing on which the closing price of the Company Ordinary Shares exceeds
$17.50 per share (as adjusted for share splits, share capitalizations, share consolidations, subdivisions, share dividends, reorganizations,
recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period.
A
copy of the form of Lock-Up Agreement Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein
by reference, and the foregoing description of the form of Lock-Up Agreement Amendment is qualified in its entirety by reference thereto.
Private
Placement
On
February 10, 2022, in connection with the proposed Transaction, Global and Gorilla entered into subscription agreements (each, a
“Subscription Agreement”) with certain institutional investors (the “PIPE Investors”),
pursuant to which the PIPE investors agreed to purchase an aggregate of five (5) million subunits of Global, each subunit consisting
of one Global Class A ordinary share and one-quarter of redeemable Global warrant, at a price of $10.10 per subunit in a private
placement (the “PIPE”) to be consummated concurrently with the Closing. The PIPE is conditioned on the
Closing, the execution and delivery of an executed Lock-Up Agreement Amendment by all of the Gorilla shareholders that delivered Lock-Up
Agreements in connection with the signing of the Business Combination Agreement and other customary closing conditions. The
proceeds from the PIPE investment are expected to be used for corporate purposes for Gorilla following the Closing. The Subscription
Agreements provide for certain customary registration rights for the PIPE Investors. Each PIPE Investor agreed that it and its
affiliates will not have any right, title, interest or claim of any kind in or to any monies in the trust account (the “Trust
Account”) held for the public shareholders of Global, and agreed not to, and waived any right to, make any claim against
the Trust Account (including any distributions therefrom).
A
copy of the form of Subscription Agreement is filed with this Current Report on Form 8-K as Exhibit 10.2 and is incorporated herein by
reference, and the foregoing description of the Subscription Agreement is qualified in its entirety by reference thereto.