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What changed in Gorilla Technology Group Inc.'s 20-F — 2024 vs 2025

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Paragraph-level year-over-year comparison of Gorilla Technology Group Inc.'s 2024 and 2025 20-F annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+426 added−472 removedSource: 20-F (2026-04-15) vs 20-F (2025-04-30)

Top changes in Gorilla Technology Group Inc.'s 2025 20-F

426 paragraphs added · 472 removed · 308 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

109 edited+33 added−96 removed118 unchanged
Biggest changeInvestments and acquisitions entail uncertainties and risks, such as: ● we may fail to successfully achieve the intended objectives; ● our investments or acquisitions may be viewed negatively by customers, financial markets or investors; ● the costs of identifying and consummating these transactions may be significant; ● acquisitions and the subsequent integration of new assets and businesses into our own could require significant management attention and could divert resources from our existing businesses; ● we may have difficulty in transitioning and integrating the business, technologies, products, personnel or operations of the acquired businesses; ● we may face unforeseen operating challenges; ● our relationships with existing employees, customers and business partners of our group, or those of the target, may be impaired; ● we may assume pre-existing contractual relationships of an acquired company that we would not have otherwise entered into, the termination or modification of which may be costly or disruptive to our business; ● an acquisition may result in a delay or reduction of customer purchases for both us and the company acquired due to customer uncertainty about continuity and effectiveness of service from either company; 6 ● we may face challenges associated with managing additional and/or geographically remote businesses; ● investments and acquisitions could result in the use of substantial amounts of cash or significant capital contributions, which could limit other potential uses for our cash; ● investments and acquisitions could result in increased leverage, dilutive issuances of equity securities, adverse tax consequences, goodwill impairment charges or write-offs, amortization expenses for other intangible assets; ● if we incur debt to fund any investments or acquisitions, such debt may subject us to material restrictions on our ability to conduct our business, including financial maintenance covenants; ● we may need to issue new shares as acquisition consideration or to raise additional capital to fund the acquisition consideration, which may dilute our existing investors’ interest in us; ● we may assume unknown material liabilities of acquired companies, or may be exposed to claims and disputes by shareholders and third parties, including intellectual property claims and disputes; ● we may be unsuccessful in accurately projecting revenue, cost or other metrics of the invested or acquired entity in the due diligence process; ● the invested or acquired assets or businesses may not generate the financial results we expect; and ● the market value of our investments or acquisitions may fluctuate, particularly in volatile markets, or they may become obsolete.
Biggest changeInvestments and acquisitions entail uncertainties and risks, such as: ● our investments or acquisitions may be viewed negatively by customers, financial markets or investors; ● the costs of identifying and consummating these transactions may be significant; ● acquisitions and the subsequent integration of new technologies, businesses, personnel and operations could require significant management attention, divert resources from our existing businesses or even fail; ● we may assume pre-existing contractual relationships of an acquired company that we would not have otherwise entered into, the termination or modification of which may be costly or disruptive to our business; ● an acquisition may result in a delay in the execution and performance of customer contracts for Gorilla and the acquired company due to customer uncertainty about continuity and effectiveness of service from either company; ● we may assume unknown material liabilities of acquired companies, or may be exposed to claims and disputes by shareholders and third parties, including intellectual property claims and disputes; and ● we may be unsuccessful in accurately projecting revenue, cost or other metrics of the invested or acquired entity in the due diligence process; There may be failure or delay in obtaining any required approvals and licenses from relevant government authorities.
Gorilla has experienced, and may continue to experience, difficulty in hiring and retaining employees with the necessary qualifications. Many of our competitors have greater resources and may attempt to recruit our skilled employees. In addition, certain domestic immigration laws, including those in Taiwan, United Kingdom, Egypt or the United States, restrict or limit our ability to recruit internationally.
Gorilla has experienced, and may continue to experience, difficulty in hiring and retaining employees with the necessary qualifications. Many of our competitors have greater resources and may attempt to recruit our skilled employees. In addition, certain domestic immigration laws, including those in Taiwan, the United Kingdom, Egypt or the United States, restrict or limit our ability to recruit internationally.
Further, unauthorized access to our or our third-party vendors’ information technology systems or data or other security breaches could result in the loss of information; significant remediation costs; litigation, disputes, regulatory action or investigations that could result in damages, material fines and penalties; indemnity obligations; interruptions in the operation of our business, including our ability to provide new product features, new platforms or services to our customers; damage to our operation technology networks and information 16 technology systems; and other liabilities.
Further, unauthorized access to our or our third-party vendors’ information technology systems or data or other security breaches could result in the loss of information; significant remediation costs; litigation, disputes, regulatory action or investigations that could result in damages, material fines and penalties; indemnity obligations; interruptions in the operation of our business, including our ability to provide new product features, new platforms or services to our customers; damage to our operation technology networks and information technology systems; and other liabilities.
GAAP, federal proxy requirements, and Section 16 short-swing profit provisions, and lose its ability to rely on exemptions from certain corporate governance requirements under the listing rules of Nasdaq, which could significantly increase its compliance costs. 25 A market for our securities may not be sustained, which could adversely affect the liquidity, price and trading volume of our securities.
GAAP, federal proxy requirements, and Section 16 short-swing profit provisions, and lose its ability to rely on exemptions from certain corporate governance requirements under the listing rules of Nasdaq, which could significantly increase its compliance costs. A market for our securities may not be sustained, which could adversely affect the liquidity, price and trading volume of our securities.
Cybersecurity threats can employ a wide variety of methods and techniques, which may include the use of social engineering techniques, are constantly evolving, and have become increasingly complex and sophisticated; all of which increase the difficulty of detecting and successfully defending against them.
Cybersecurity threats can employ a wide variety of techniques, which may include the use of social engineering techniques, are constantly evolving, and have become increasingly complex and sophisticated; all of which increase the difficulty of detecting and successfully defending against them.
We maintain cybersecurity insurance and other types of insurance, subject to applicable deductibles and policy limits, but our insurance may not be sufficient to cover all costs associated with a potential data security incident.
We maintain cybersecurity insurance and other types of insurance, subject to applicable deductibles and policy limits, but our insurance may not be sufficient to cover all costs associated with a potential data security or other incident.
If Gorilla fails to maintain robust governance frameworks to ensure compliance with procurement integrity, labour laws, supply chain security, and other public sector requirements, such failure could have a material adverse effect on our results of operations and financial condition. External factors such as political shifts, policy changes, or payment delays can introduce operational challenges.
If Gorilla fails to maintain robust governance frameworks to ensure compliance with procurement integrity, labor laws, supply chain security, and other public sector requirements, such failure could have a material adverse effect on our results of operations and financial condition. External factors such as political shifts, policy changes, or payment delays can introduce operational challenges.
Gorilla believes that this seasonality results from a number of factors, including: ● The fiscal year end procurement cycle of Gorilla’s government customers; ● The fiscal year budgeting process for Gorilla’s government customers; ● Seasonal reductions in business activity during the first quarter of each fiscal year in Asia and certain other regions; and ● Timing of projects and Gorilla’s customers’ evaluation of our work progress.
Gorilla believes that this seasonality results from a number of factors, including: ● The fiscal year end procurement cycle of Gorilla’s government customers; ● The fiscal year budgeting process for Gorilla’s government customers; ● Seasonal reductions in business activity during the first quarter of each fiscal year in Asia and certain other regions; and ● Timing of projects and Gorilla’s customers’ evaluation of progress of its work.
Unfavorable regulations, laws, decisions or enforcement actions could cause us to incur substantial costs, expose us to unanticipated civil and criminal liability or penalties (including substantial monetary fines), diminish the demand for, or availability of, our products and services, increase our cost of doing business, require us to change our business practices in a manner materially adverse to our business, damage our reputation, impede our growth or monetization strategy, or otherwise have a material adverse effect on our operations.
Unfavorable regulations, laws, decisions or enforcement actions could cause us to incur substantial costs, expose us to unanticipated civil and criminal liability or penalties, diminish the demand for, or availability of, our products and services, increase our cost of doing business, require us to change our business practices in a manner materially adverse to our business, damage our reputation, impede our growth or monetization strategy, or otherwise have a material adverse effect on our operations.
Despite our implementation of network security measures and internal information security policies, data stored on personnel computer systems is also vulnerable to similar security breaches, unauthorized tampering or human error. Many governments have enacted laws requiring companies to provide notice of data security incidents involving certain types of data, including personal data.
Despite our implementation of network security measures and internal information security policies, data stored on personnel computer systems is also vulnerable to similar security breaches, unauthorized tampering or human error. 9 Table of Contents Many governments have enacted laws requiring companies to provide notice of data security incidents involving certain types of data, including personal data.
We depend on computing infrastructure operated by Amazon Web Services (“AWS”), and other third parties to support some of our customers and any errors, disruption, performance problems, or failure in their or our operational infrastructure could adversely affect our business, financial condition, and results of operations.
We depend on computing infrastructure operated by Amazon Web Services ( “ AWS ” ), and other third parties to support some of our customers and any errors, disruption, performance problems, or failure in their or our operational infrastructure could adversely affect our business, financial condition, and results of operations.
We do not consider any sales opportunities with the Chinese communist party, do not host our platforms in China, and impose limitations on access to our platforms in China in order to protect our intellectual property, to promote respect for and defend privacy and civil liberties protections and to promote data security.
Accordingly, we do not pursue any sales opportunities with the Chinese Communist Party, do not host our platforms in China, and impose limitations on access to our platforms in China in order to protect our intellectual property, to promote respect for and defend privacy and civil liberties protections and to promote data security.
In the United States, several states have enacted or are considering enacting privacy regulations, including the California Consumer Privacy Act, as amended; and there are several privacy regulations in other jurisdictions, such as the General Data Protection Regulation in the European Union, the International Data Transfer Agreement in the United Kingdom, the Digital Personal Data Protection Act, 2023 in India, and the Protection of Personal Data Law (Law No. 151 of 2020) in Egypt.
In the United States, several states have enacted or are considering enacting privacy regulations, including the California Consumer Privacy Act, as amended; and there are several privacy regulations in other jurisdictions, such as the General Data Protection Regulation in the European Union, the International Data Transfer Agreement in the United Kingdom, the Digital Personal Data Protection Act, 2023 in India, the Protection of Personal Data Law (Law No. 151 of 2020) in Egypt, and the Personal Data Protection Act, B.E. 2562 (2019) in Thailand.
Risks Related to Gorilla’s Incorporation in the Cayman Islands Because we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and compliance with economic substance legislation of Cayman Islands may adversely impact us.
Risks Related to Gorilla ’ s Incorporation in the Cayman Islands Because we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and compliance with economic substance legislation of Cayman Islands may adversely impact us.
Bribery Act”) which correlates with the scope of our sales and operations in foreign jurisdictions and operations in certain industries, such that an increase in such operations would increase risk of non-compliance with the aforementioned laws, and export control laws; ● fluctuations in exchange rates, including the exchange rate of the Egyptian Pound, that may increase our foreign exchange exposure; ● potentially adverse tax consequences, including the complexities of foreign tax laws (including with respect to value added taxes) and restrictions on the repatriation of earnings; ● difficulties in achieving headcount reductions due to unionized labor and works councils; and ● restrictions on transfers of funds and assets between jurisdictions.
Bribery Act”) which correlates with the scope of our sales and operations in foreign jurisdictions and operations in certain industries, such that an increase in such operations would increase risk of non-compliance with the aforementioned laws, and export control laws; ● potentially adverse tax consequences, including the complexities of foreign tax laws (including with respect to value added taxes) and restrictions on the repatriation of earnings; ● difficulties in achieving headcount reductions due to unionized labor and works councils; and ● restrictions on transfers of funds and assets between jurisdictions.
In addition, any debt financing obtained by Gorilla in the future, whether in the form of a credit facility or otherwise, could involve restrictive covenants relating to its capital raising activities and other financial and operational matters, which may make it more difficult for Gorilla to obtain additional capital and to pursue business opportunities, including potential acquisitions.
In addition, any debt financing obtained by Gorilla in the future, whether in the form of a credit facility or otherwise, could involve restrictive covenants relating to its capital raising activities and other financial and operational matters, which may make it more difficult for Gorilla to obtain additional capital.
The competitive position of our platforms depends, in part, on their ability to operate with products and services of third parties, software services, and infrastructure, including but not limited to, in connection with our sales relationships, platform partnerships, strategic alliances, and other similar arrangements, where applicable.
Our platforms depend, in part, on their ability to operate with products and services of third parties, software services and infrastructure, including but not limited to, in connection with our sales relationships, platform partnerships, strategic alliances, and other similar arrangements, where applicable.
From time to time, we may test the waters for certain businesses in new markets where we believe there may be an opportunity to use our experience in highly diverse environments to reach underserved buyers and sellers. We may also exit from certain markets or cease certain operations in certain markets due to a variety of factors.
From time to time, we may evaluate prospective businesses in new markets where we believe there may be an opportunity to use our experience in highly diverse environments to reach underserved buyers and sellers. We may also exit from certain markets or cease certain operations in certain markets due to a variety of factors.
This type of litigation could result in substantial costs and divert Gorilla’s management’s attention and resources, which could have a material adverse effect on us. 26
This type of litigation could result in substantial costs and divert Gorilla’s management’s attention and resources, which could have a material adverse effect on us. 15 Table of Contents
Gorilla’s business and operations are subject to a variety of complex and evolving regulatory requirements in the United States and internationally, including, among other things, with respect to labor, tax, import and export, anti-corruption, data privacy and protection and communications monitoring and interception.
Gorilla’s business and operations are subject to a variety of complex and evolving regulatory requirements globally, including, among other things, with respect to labor, tax, import and export, anti-corruption, data privacy and protection and communications monitoring and interception.
Gorilla’s efforts to protect and enforce its intellectual property rights, prevent third parties from violating its rights, and address infringement claims may be costly.
Gorilla ’ s efforts to protect and enforce its intellectual property rights, prevent third parties from violating its rights, and address infringement claims may be costly.
Additionally, other facts relating to the operation of Gorilla’s business outside of the United States may have a material adverse effect on Gorilla’s business, financial condition and results of operations, including: ● international economic and political changes; ● the imposition of governmental controls or changes in government regulations, including tax laws, regulations and treaties; ● lack of familiarity and burdens of ongoing compliance with local laws, legal standards, regulatory requirements, tariffs, customs formalities and other barriers, including restrictions on advertising practices, regulations governing online services, restrictions on importation or shipping of specified or proscribed items, importation quotas, shopper protection laws, enforcement of intellectual property rights, laws dealing with shopper and data protection, privacy, encryption, denied parties and sanctions, and restrictions on pricing or discounts; ● heightened exposure to fraud; ● legal uncertainty in foreign countries with less developed legal systems (including Egypt); ● unexpected changes in regulatory requirements, taxes, trade laws, tariffs, export quotas, custom duties or customs formalities, embargoes, exchange controls, government controls or other trade restrictions; ● compliance with U.S. and international laws involving international operations, including the Foreign Corrupt Practices Act (“FCPA”) and the U.K.
Additionally, other facts relating to the operation of Gorilla’s business outside of the United States may have an adverse effect on Gorilla’s business, financial condition and results of operations, including: ● international economic and political changes; ● the imposition of governmental controls or changes in government regulations, including tax laws, regulations and treaties; ● macroeconomic weakness and uncertainty, including inflation, slower growth or recession, new or increased tariffs and other barriers to trade, changes to fiscal and monetary policy, higher interest rates, high unemployment and currency fluctuations; ● lack of familiarity and burdens of ongoing compliance with local laws, legal standards, regulatory requirements, tariffs, customs formalities and other barriers, including restrictions on advertising practices, regulations governing online services, restrictions on importation or shipping of specified or proscribed items, importation quotas, shopper protection laws, enforcement of intellectual property rights, laws dealing with shopper and data protection, privacy, encryption, denied parties and sanctions, and restrictions on pricing or discounts; ● heightened exposure to fraud; ● legal uncertainty in foreign countries with less developed legal systems (including Egypt); ● unexpected changes in regulatory requirements, taxes, trade laws, tariffs, export quotas, custom duties or customs formalities, embargoes, exchange controls, government controls or other trade restrictions; ● compliance with U.S. and international laws involving international operations, including the Foreign Corrupt Practices Act (“FCPA”) and the U.K.
If the smart city market does not grow substantially or if there is a fall in demand for our services or products due to lack of acceptance, technological hurdles, competing solutions, reduced expenditure by current and prospective clients, economic downturns, or other factors, our business, financial condition, and operational results could suffer significantly.
If the smart city market does not grow substantially or if there is a fall in demand for our services or products due to lack of acceptability, technological hurdles, competing solutions, reduced budgets by current and prospective clients, economic downturns, or other factors, our business, financial condition, and operational results could be adversely affected.
As such, we must continuously modify and enhance our platforms to adapt to changes in, or to be integrated or otherwise compatible with, hardware, software, networking, browser, and database technologies.
We must continuously modify and enhance our platforms to adapt to changes in, or to be integrated or otherwise compatible with, evolving hardware, software, networking, mobile applications, browser and database technologies.
We may fail to select appropriate investment or acquisition targets, or we may not be able to negotiate optimal arrangements, including arrangements to finance such investments or acquisitions.
We may fail to identify appropriate investments and / or acquisition targets, or we may not be able to negotiate optimal arrangements, including arrangements to finance such investments or acquisitions.
Furthermore, Gorilla’s ability to increase the usage of its services depends, in part, on the development of new uses for its services, which may be outside of its control. Its ability to generate usage of additional services by its data consumers may also require increasingly sophisticated and more costly sales efforts and result in a longer sales cycle.
In addition, Gorilla’s ability to increase usage of its services depends, in part, on the development of new uses for its services, which may be outside its control, and may require increasingly sophisticated and more costly sales efforts and result in a longer sales cycle.
It may be difficult to enforce a U.S. judgment against Gorilla, its officers and directors and any Taiwanese experts named in this Annual Report in Taiwan or the United States, or to assert U.S. securities laws claims in Taiwan or serve process on Gorilla’s officers and directors and these experts.
It may be difficult to enforce a U.S. judgment against Gorilla, its officers and directors in Taiwan or the United States, or to assert U.S. securities laws claims in Taiwan or serve process on Gorilla ’ s officers and directors and these experts.
Taiwanese courts might not enforce judgments rendered outside Taiwan, which may make it difficult to collect on judgments rendered against Gorilla or its non-U.S. officers and directors. 23 Moreover, among other reasons, including but not limited to, fraud or absence of due process, or the existence of a judgment which is at variance with another judgment that was given in the same matter if a suit in the same matter between the same parties was pending before a court or tribunal in Taiwan, a Taiwanese court will not enforce a non-Taiwanese judgment if it was given in a state whose laws do not provide for the enforcement of judgments of Taiwanese courts (subject to exceptional cases) or if its enforcement is likely to prejudice its sovereignty or security.
Moreover, among other reasons, including but not limited to, fraud or absence of due process, or the existence of a judgment which is at variance with another judgment that was given in the same matter if a suit in the same matter between the same parties was pending before a court or tribunal in Taiwan, a Taiwanese court will not enforce a non-Taiwanese judgment if it was given in a state whose laws do not provide for the enforcement of judgments of Taiwanese courts (subject to exceptional cases) or if its enforcement is likely to prejudice its sovereignty or security.
In addition, because Gorilla’s decision to issue debt or equity in the future will depend on market conditions and other factors beyond its control, it cannot predict or estimate the amount, timing, nature or success of its future capital raising efforts.
Gorilla’s decision to issue debt or equity in the future may depend on market conditions and factors beyond its control. Accordingly, Gorilla cannot predict or estimate the amount, timing, nature or success of its future capital raising efforts.
Compliance with these regulatory requirements may be onerous and expensive, especially where these requirements are inconsistent from jurisdiction to jurisdiction, or where the jurisdictional reach of certain requirements is not clearly defined or seeks to extend across national borders. Regulatory requirements in one jurisdiction may make it difficult or impossible to do business in another jurisdiction.
Compliance with these regulatory requirements may be onerous and expensive, especially where these requirements are inconsistent from jurisdiction to jurisdiction, or where the jurisdictional reach of certain requirements is not clearly defined or seeks to extend across national borders.
Many of these third-party providers attempt to impose limitations on their liability for such errors, disruptions, defects, performance deficiencies, or failures, and if enforceable, we may have additional liability to our customers or third-party providers. 17 We have experienced, and may in the future experience, disruptions, failures, data loss, outages, and other performance problems with our infrastructure and cloud-based offerings due to a variety of factors, including infrastructure changes, introductions of new functionality, human or software errors, employee misconduct, capacity constraints, denial of service attacks, phishing attacks, computer viruses, malicious or destructive code, or other security-related incidents, and our disaster recovery planning may not be sufficient for all situations.
We have experienced, and may in the future experience, disruptions, failures, data loss, outages, and other performance problems with our infrastructure and cloud-based offerings due to a variety of factors, including infrastructure changes, introductions of new functionality, human or software errors, employee misconduct, capacity constraints, denial of service attacks, phishing attacks, computer viruses, malicious or destructive code, or other security-related incidents, and our disaster recovery planning may not be sufficient for all situations.
Existing or future investments or acquisitions may not be successful. We have invested in or acquired, and may in the future invest in or acquire, teams, businesses, services, assets or technologies from time to time.
Existing or future investments or acquisitions may not be successful. We have in the past and may in the future invest in and / or acquire businesses, services, rights in intangible assets, capabilities or technologies from time to time.
Our operations and expansions in new markets may become subject to risks associated with: ● lack of experience operating in these new markets, including our ability to understand different user behaviors and/or culture in new markets and roll-out relevant products and services localized to each market’s needs or preferences; ● challenges in adapting our approach and strategies in existing markets to new markets; ● recruiting and retaining talented and capable management and employees in various markets; ● our ability to appropriately deploy resources and management attention that otherwise would be focused on the development of our existing markets and businesses; ● our ability to integrate our product offering in markets with limited technological infrastructure; ● challenges caused by distance, language and cultural differences, and local and regional competitive landscapes; ● providing content and services that appeal to the tastes and preferences of users in a larger number of markets; ● implementing our businesses in a manner that complies with local laws and practices, which may differ significantly from market to market, including laws regarding data protection, privacy, network security, cybersecurity, encryption and payments; ● maintaining adequate internal and accounting control across various markets; ● compliance with privacy laws and data security laws and compliance costs across different legal systems; ● currency exchange rate fluctuations; ● protectionist laws and business practices that could, among other things, hinder our ability to execute our business strategies and put us at a competitive disadvantage relative to domestic companies, including restrictions on foreign ownership or foreign currency exchange; 5 ● actions by governments or others to restrict access to our products and services, whether these actions are taken for political, security or other reasons, or that may cause us to discontinue our operations in a particular market; ● complex local tax regimes; ● differing, complex and potentially adverse customs, import/export laws, tax rules and regulations or other trade barriers or restrictions which may be applicable to cross-border transactions, related compliance obligations and consequences of non-compliance, and any new developments in these areas; ● establishing strategic partnerships, as well as maintaining our relationships with any of our existing or future strategic partners; ● potential political, economic and social instability; and ● higher costs associated with doing business in a larger number of markets.
Our operations and expansions in new markets may become subject to risks associated with: ● lack of experience in operating in new markets, including failures to roll-out products and services which meet the needs or preferences of the new markets; ● our ability to integrate our product offering in markets with limited technological infrastructure; ● challenges in adapting our approach and strategies in existing markets to new markets; ● recruiting and retaining talented and capable management and employees in new markets; ● our ability to appropriately deploy resources and management’s attention that otherwise would be focused on the development of our existing markets and businesses; ● our inability to understand different user behaviors, tastes and preferences and / or culture in new markets and challenges caused by distance, language, local and regional competitive landscapes; ● implementing our business practices in a manner that complies with local laws and practices of new markets, which may differ significantly from our existing markets, including laws regarding data protection, privacy, network security, cybersecurity, encryption, among others; ● maintaining adequate and effective controls across the new markets; ● protectionist laws and customary business practices of the new markets that could, among other things, hinder our ability to execute our business strategies and put us at a competitive disadvantage relative to domestic companies, including restrictions on foreign ownership or foreign currency exchange; ● actions by governments or others to restrict access to our products and services, whether these actions are taken for political, security or other reasons, or that may cause us to discontinue our operations in a particular market; and ● differing, complex and potentially adverse customs, import/export laws, tax rules and regulations or other trade barriers or restrictions which may be applicable to cross-border transactions, related compliance obligations and consequences of non-compliance, and any new developments in these areas; Any of the foregoing could adversely affect our business, financial condition and results of operations.
Our international operations may not become profitable on a sustainable basis, if at all. As our operations continue to expand, our technology infrastructure systems and corporate, legal and compliance functions will need to be scaled to support our operations, and if they fail to do so, our business, financial condition and results of operations may be negatively affected.
As our operations expand, our technology infrastructure systems and corporate, legal and compliance functions will need to be scaled to support our operations, and if they fail to do so, our business, financial condition and results of operations may be negatively affected.
Gorilla may have difficulty assimilating new partnerships and their services, technologies, IT systems and personnel into its operations. IT and data security profiles of partners may not meet its technological standards and may take longer to integrate and remediate than planned.
Gorilla may also have difficulty assimilating new partnerships and their services, technologies, IT systems and personnel into its operations. IT and data security profiles of partners may not meet its technological standards and may take longer to integrate and remediate than expected, resulting in higher costs or causing Gorilla to forego certain partnerships altogether.
Effective management of these commitments supports continued client confidence and reinforces Gorilla’s position as a reliable partner. Gorilla’s involvement in government contracts, such as the Firm-Fixed Price Contract for building a secure governmental air-gapped network (the “Egypt Contract”) with the GoE, requires adherence to strict regulatory and compliance standards.
Gorilla’s involvement in government contracts, such as the Firm-Fixed Price Contract for building a secure governmental air-gapped network (the “Egypt Contract”) with the GoE, requires adherence to strict regulatory and compliance standards.
In addition, although Gorilla tries to limit its exposure to foreign currency fluctuations, the use of hedging instruments may not be available for all currencies or may not always offset losses resulting from foreign currency exchange rate fluctuations. Moreover, the use of hedging instruments can itself result in losses if we are unable to structure effective hedges with such instruments.
In addition, although Gorilla tries to limit its exposure to foreign currency fluctuations, the use of hedging instruments may not be available for all currencies or may not always offset losses resulting from foreign currency exchange rate fluctuations.
Because our customers rely on our platforms and services to address important business goals and challenges, the incorrect or improper use or configuration of our platforms and operations and maintenance services, failure to properly train customers on how to efficiently and effectively use our platforms, or failure to properly provide implementation or analytical or maintenance services to our customers may result in contract terminations or non-renewals, reduced customer payments, negative publicity or legal claims against us.
Accordingly any improper use or configuration of our platforms and maintenance services, failure to properly train customers on how to efficiently and effectively use our platforms, or failure to properly provide implementation, analytical or maintenance services to our customers may result in contract terminations or non-renewals, reduced revenues, negative publicity and / or legal claims against us.
An actual or perceived breach of security, whether within Gorilla’s systems or a client’s system attributed to Gorilla, could expose us to a risk of loss of sensitive information, lawsuits from our employees, clients, or their customers for breaching contractual confidentiality provisions or privacy laws, investigations or penalties from regulators, reputational harm, and significant financial losses.
An actual or perceived breach of security, whether within Gorilla’s systems or a client’s system attributed to Gorilla, could expose us to a risk of loss of sensitive information, lawsuits from our employees, clients, or their customers for breaching contractual confidentiality provisions or privacy laws, investigations or penalties from regulators, reputational harm, and significant financial losses. 11 Table of Contents Gorilla is subject to complex, evolving regulatory requirements that may be difficult and expensive to comply with and that could negatively impact its business.
Noncompliance with applicable regulations or requirements, including those related to anticorruption, export controls, data privacy, employment, procurement, and cybersecurity, could subject us to investigations, administrative proceedings, sanctions, enforcement actions, fines, damages, litigation, civil and other penalties, as well as harm our reputation, financial condition, and operations. 20 Regulatory requirements may also influence market demand for many of Gorilla’s products and/or customer requirements for specific functionality and performance or technical standards.
Noncompliance with applicable regulations or requirements, including those related to anticorruption, export controls, data privacy, employment, procurement, and cybersecurity, could subject us to investigations, administrative proceedings, sanctions, enforcement actions, fines, damages, litigation, civil and other penalties, as well as harm our reputation, financial condition, and operations.
If Gorilla is unable to obtain adequate financing or financing on terms satisfactory to Gorilla when Gorilla requires it, Gorilla’s ability to continue to grow or support its business and to respond to business challenges could be significantly limited.
If Gorilla is unable to obtain adequate financing or financing on terms satisfactory to Gorilla when required, Gorilla’s ability to continue to grow or support its business and to respond to business challenges could be significantly limited. Gorilla relies, in part, on partnerships with industry-leading technology companies to grow its business.
Many of our existing competitors have, and some of our potential competitors could have, substantial competitive advantages such as: ● Greater name recognition, longer operating histories, and larger customer bases; ● Larger sales and marketing budgets and resources and the capacity to leverage their sales efforts and marketing expenditures across a broader portfolio of products; ● Broader, deeper, or otherwise more established relationships with technology, channel and distribution partners, and customers; ● Wider geographic presence or greater access to larger potential customer bases; ● Greater focus in specific geographies; ● Lower labor and research and development costs; ● Larger and more mature intellectual property portfolios; and ● Substantially greater financial, technical and other resources to provide services, to make acquisitions and to develop and introduce new products and capabilities. 10 In addition, some of our larger competitors have substantially broader and more diverse product and service offerings and may be able to leverage their relationships with distribution partners and customers based on other products or incorporate functionality into existing products to gain business in a manner that discourages customers from purchasing our platforms, including by selling at zero or negative margins, product bundling or offering closed technology platforms.
Many of our existing competitors have, and some of our potential competitors could have, substantial competitive advantages such as: ● Greater repute, longer operating histories, and larger customer bases; ● Larger sales and marketing budgets, resources and the capacity to leverage their sales efforts across a broader portfolio of products; ● Broader, deeper, or otherwise more established relationships with technology, channel and distribution partners, and customers; ● Wider geographic presence or greater access to larger potential customer bases; ● Greater focus in specific geographies; ● Lower labor and research and development costs; ● Larger and more mature intellectual property portfolios; and ● Substantially greater financial, technical and other resources to provide services, to make acquisitions and to develop and introduce new products and capabilities.
In addition, if our customers do not use our platforms correctly or as intended, inadequate performance or outcomes may result. It is possible that our platforms may also be intentionally misused or abused by customers or their employees or third parties who obtain access and use of our platforms.
It is possible that our platforms may also be intentionally misused or abused by customers or their employees or third parties who obtain access and use of our platforms.
These larger competitors often have broader product lines and market focus or greater resources and may therefore not be as susceptible to economic downturns or other significant reductions in capital spending by customers.
As a result, even if the features of our platforms offer advantages that others do not, customers may not purchase our platforms. These larger competitors often have broader product lines and market focus or greater resources and may therefore not be as susceptible to economic downturns or other significant reductions in capital spending by customers.
Above factors collectively pose risks to our operations, governance, and shareholder rights, potentially impacting our business, financial condition, and results of operations. 21 Risks Related to Gorilla’s Substantial Presence in Taiwan and Egypt Because our Company is located outside of the United States, Gorilla is subject to the risks of doing business internationally, including periodic foreign economic downturns and political instability, which may adversely affect Gorilla’s business and result of operations.
Above factors collectively pose risks to our operations, governance, and shareholder rights, potentially impacting our business, financial condition, and results of operations. 12 Table of Contents Risks Related to Gorilla ’ s Substantial Presence in Taiwan, Thailand and Egypt Gorilla ’ s global operations are subject to the risks of doing business internationally, including periodic foreign economic downturns and political instability, any of which may adversely affect its business, results of operations and financial condition.
Given our anticipated international operations, Gorilla expects the number of transactions in various foreign currencies to continue to grow in the future. As a result, Gorilla may need to convert the currencies received through its operations into other currencies in order to fund its continued operations. Such conversions may create transaction costs to Gorilla.
As a result, Gorilla may need to convert the currencies received through its operations into other currencies in order to fund its continued operations. Such conversions may create transaction costs to Gorilla.
Any of the foregoing could negatively affect our business, financial condition and results of operations. As the security convergence and Video IoT businesses may be relatively new in certain markets, the relevant regulations are evolving and expanding. We may be regularly subject to formal and informal reviews, inquiries and investigations by governments and regulatory authorities.
The security convergence and Video IoT businesses may be relatively new in certain markets, the relevant regulations might be evolving. We may be regularly subject to formal and informal reviews, inquiries and investigations by governments and regulatory authorities.
Our systems and the third-party systems upon which we and our customers rely are also vulnerable to damage or interruption from catastrophic occurrences such as earthquakes, floods, fires, power loss, telecommunication failures, cybersecurity threats, terrorist attacks, natural disasters, public health crises, geopolitical and similar events, or acts of misconduct.
Such defects could delay product launches, require redesign efforts, result in warranty or service level credit obligations, damage our reputation, or adversely affect market acceptance of our platforms. 10 Table of Contents Our systems and the third-party systems upon which we and our customers rely are also vulnerable to damage or interruption from catastrophic occurrences such as earthquakes, floods, fires, power loss, telecommunication failures, cybersecurity threats, terrorist attacks, natural disasters, public health crises, geopolitical and similar events, or acts of misconduct.
We report our operating results in U.S. dollars, but a substantial portion of our revenues and expenses are denominated in currencies other than the U.S. dollar. Accordingly, we must translate such revenues and expenses, as well as corresponding assets and liabilities, into U.S. dollars at exchange rates in effect during or at the end of each reporting period, as applicable.
Accordingly, we must translate such revenues and expenses, as well as corresponding assets and liabilities, into U.S. dollars at exchange rates in effect during or at the end of each reporting period, as applicable. As a result, fluctuations in foreign currency exchange rates can adversely affect our results of operations.
As a result, fluctuations in foreign currency exchange rates can adversely affect our results of operations. The exchange rates among the Egyptian Pounds, New Taiwan Dollar, and other currencies in which we incur costs or earn revenues and the U.S. dollar have changed substantially in recent years and may fluctuate substantially in the future.
The exchange rates among the Egyptian Pounds, New Taiwan Dollar, and other currencies in which we incur costs or earn revenues and the U.S. dollar have changed substantially in recent years and may fluctuate substantially in the future. Given our anticipated international operations, Gorilla expects the number of transactions in various foreign currencies to continue to grow in the future.
Gorilla may require additional capital in the future in order to fund its growth strategy or to respond to technological advancements, competitive dynamics or technologies, data consumer demands, business opportunities, challenges, acquisitions or unforeseen circumstances.
If Gorilla cannot raise additional funds when it needs them, its business, financial condition and results of operations could be adversely affected. Gorilla may require additional capital in the future in order to fund its growth strategy or to respond to technological advancements, competitive dynamics or technologies, data consumer demands, business opportunities, challenges, acquisitions or unforeseen circumstances.
Public sector engagements occasionally attract scrutiny or public commentary, including from activists or media sources. Gorilla seeks to uphold a commitment to ethical business practices and responsible innovation, ensuring that its operations align with regulatory and societal expectations.
Public sector engagements occasionally attract scrutiny or public commentary, including from activists or media sources. While we seek to uphold a commitment to ethical business practices and responsible innovation, ensuring that our operations align with regulatory and societal expectations, the public may have a negative view on our products specifically or the smart city market generally.
Gorilla’s business depends on expanding its client base and on clients increasing their use of its services, and its inability to expand its client base, or a loss of any of its clients or a decline in their use of its services, could materially and adversely affect its business, results of operations and financial condition.
Any of these risks may materially and adversely affect our business, financial condition and results of operations. 4 Table of Contents Gorilla ’ s business depends on expanding its client base and on clients increasing their use of its services, and its inability to expand its client base, a loss of its significant clients, a decline in use of its services or an inability to maintain client relationships due to inadequate customer support, could adversely affect its business, results of operations and financial condition.
Our platforms are complex and may have a lengthy implementation process, and any failure of our platforms to satisfy our customers or perform as desired could harm our business, results of operations, and financial condition. Our platforms and services are complex and are deployed in a wide variety of network environments.
Because our platforms are complex and may require lengthy implementation process, any failure to maintain such compatibility or to satisfy our customers ’ requirements or perform as desired could harm our business, results of operations, and financial condition.
Further, if Gorilla is unable to develop new technologies and services or its new technologies and services do not work as intended or there are delays in the availability or adoption of its new technologies and services, then Gorilla may not be able to grow its business or growth may occur slower than anticipated.
If Gorilla is unable to successfully enhance its existing services to meet evolving consumer requirements, develop new technologies and services or if there are delays in the availability or adoption of its new technologies and services, then Gorilla may not be able to grow its business as quickly as anticipated, if at all.
In addition, any negative publicity arising from these disruptions could harm our reputation and brand and adversely affect our business. Furthermore, our platforms are in many cases important or essential to our customers’ operations, including in some cases, their cybersecurity or oversight and compliance programs, and subject to service level agreements (“SLAs”).
In addition, our ability to conduct normal business operations could be severely affected. Furthermore, our platforms are in many cases important or essential to our customers’ operations, including in some cases, their cybersecurity or oversight and compliance programs, and subject to service level agreements (“SLAs”).
This seasonality has historically impacted and may in the future continue to impact the timing of collections and recognized revenue.
This seasonality has historically caused and may continue to cause variability in the timing of recognition of revenue and its collections.
For example, as we continue to expand our customer base, any failure by us to properly provide these services may result in lost opportunities for follow-on expansion sales of our platforms and services.
Additionally, as we continue to expand our customer base, any failure by us to properly provide these services may result in lost opportunities for follow-on expansion sales of our platforms and services. 6 Table of Contents We face intense competition in our markets, and we may lack sufficient financial or other resources to maintain or improve our competitive position.
For example, increased government spending on technology aimed at surveillance or cybersecurity may drive customer demand at different times throughout Gorilla’s fiscal year, the timing of which Gorilla may not be able to anticipate and may cause fluctuations in its results of operations.
Additionally, increased government spending on technology aimed at surveillance or cybersecurity and new sizable business wins may drive customer demand at different times throughout Gorilla’s fiscal year, the timing of which Gorilla may not be able to anticipate, however it may dilute the seasonality in its results of operations and cash flows, for instance, the material size of multi-year project in Egypt started in 2023 outweighed the seasonality trends.
Exchange controls and other restrictions on the movement of capital out of certain jurisdictions or otherwise affecting our settlement transactions or our subsidiaries’ ability to pay dividends or make other payments to us may have a material adverse effect on our results of operations and financial condition.
Moreover, the use of hedging instruments can itself result in losses if we are unable to structure effective hedges with such instruments. 13 Table of Contents Exchange controls and other restrictions on the movement of capital out of certain jurisdictions or otherwise affecting our settlement transactions or our subsidiaries ’ ability to pay dividends or make other payments to us may have a material adverse effect on our results of operations and financial condition.
These measures, while important, only provide limited protection, and the risk of breaches, misappropriation, reverse engineering, or infringement remains significant, especially in the context of the evolving cyber threat landscape, where Gorilla’s technologies may be vulnerable to cyberattacks and unauthorized access.
These measures, while important, only provide limited protection, and the risk of breaches, misappropriation, reverse engineering, or infringement remains significant, especially in the context of the evolving cyber threat landscape, where Gorilla’s technologies may be vulnerable to cyberattacks and unauthorized access. 8 Table of Contents Gorilla’s intellectual property consists of proprietary methods and technologies developed under a combination of patents, pending patent applications, methodologies, know-how, trade secrets, copyrights, trademarks, and other intellectual property rights.
The partnerships may not produce the financial or operating results that Gorilla anticipates. In addition, if Gorilla is unable to enter into partnerships, or successfully maintain them, its growth may be adversely impacted. Historically, Gorilla has relied, in part, on a variety of partnerships to grow its business, including partnering with leading technology companies and government agencies.
The partnerships may not produce the financial or operating results that Gorilla anticipates. In addition, if Gorilla is unable to enter into partnerships, or successfully maintain them, its growth may be adversely impacted.
Many of Gorilla’s clients do not have long-term contractual financial commitments to Gorilla and, therefore, most of our clients may reduce or cease their use of its services at any time without penalty or termination charges.
Many of Gorilla’s clients do not have long-term contractual commitments and may reduce or cease the use of its services at any time without penalty or termination charges. Any inability to attract new clients, retain existing clients or reductions in their usage levels may adversely impact Gorilla’s business, financial condition and results of operations.
If we experience disruptions, failures, data loss, outages, or other performance problems, our business, financial condition, and results of operations could be adversely affected.
If we experience disruptions, failures, data loss, outages, or other performance problems, our business, financial condition, and results of operations could be adversely affected. Because our platforms are complex, undetected errors, defects or bugs may occur, particularly in connection with new releases or updates.
While this has been the historical seasonal pattern of Gorilla’s quarterly sales, Gorilla believes that its customers’ required timing for certain new government or commercial programs requiring new services may outweigh the nature or magnitude of seasonal factors that might have influenced our business to date.
Given the historical seasonal pattern of sales, Gorilla believes that its customers’ required timing for certain new government or commercial programs requiring new services may not follow seasonal purchasing and evaluation decisions by its customers, which may outweigh the nature or magnitude of seasonality that has prevailed in our business to date.
If Gorilla fails to develop or expand relationships with other technology companies, Gorilla will be unable to grow its business and meet its customers’ needs, which would adversely affect its business, results of operations and financial condition.
If Gorilla fails to develop or expand strategic relationships and partnerships with other technology, AI and data center companies, or if it is unable to effectively integrate and manage new partnerships, it may be unable to grow its business or meet customer needs, which could disrupt its operations, increase expenses and adversely affect its business, results of operations and financial condition.
Any such claims, even if unfounded, could harm customer relationships, deter future sales, and materially impact Gorilla’s business, results of operations, financial condition, and cash flows. 15 If any of the systems of any third parties upon which we rely, our customers’ cloud or on-premises environments, or our internal systems, are breached or if unauthorized access to customer or third-party data is otherwise obtained, public perception of our platforms and operations and maintenance services may be harmed, and we may lose business and incur losses or liabilities.
These risks are compounded by the uncertainties of global IP systems and differing enforcement mechanisms If any of the systems of any third parties upon which we rely, our customers ’ cloud or on-premises environments, or our internal systems, are breached or if unauthorized access to customer or third-party data is otherwise obtained, public perception of our platforms and operations and maintenance services may be harmed, and we may lose business and incur losses or liabilities.
The success of any enhancements or new services depends on several factors, including timely completion, adequate quality testing, actual performance quality, market accepted pricing levels and overall market acceptance.
As part of these efforts, Gorilla has invested and expects to continue investing substantially in research and development to develop new technologies, enhance existing services and commercialize new services. The success of any enhancements or new services depends on several factors, including timely completion, adequate quality testing, actual performance quality, market accepted pricing levels and overall market acceptance.
Gorilla derives a significant portion of its revenues from a select group of key clients, including government entities such as the Government of the Arab Republic of Egypt (“GoE”), the Criminal Investigation Bureau of Taiwan (“CIB”), and Taoyuan Airport. 1 Reliance on a concentrated client base introduces exposure to fluctuations in demand.
Gorilla derives and expects to continue to derive a significant portion of its revenues from a select group of key clients, including government entities such as the Government of the Arab Republic of Egypt (“GoE”), the Criminal Investigation Bureau of Taiwan, Taoyuan Airport and private companies such as Freyr Technology AI Pte. Ltd. (“Freyr”).
If Gorilla does not devote sufficient resources to customer support services, or is otherwise unsuccessful in assisting its clients effectively, it could adversely affect our ability to retain existing clients and our reputation, which could prevent prospective clients from adopting our services and products.
If Gorilla does not devote sufficient resources to customer support or is otherwise unsuccessful in assisting clients effectively, its ability to retain existing clients, maintain its reputation or win new clients may be adversely affected.
We may not enter into relationships with potential customers if we consider their activities to be inconsistent with our organizational mission or values. We generally do not enter into business with customers or governments whose positions or actions we consider inconsistent with our mission to support Western liberal democracy and its strategic allies.
We do not work with the Chinese Communist Party and have chosen not to host our platforms in China, which may limit our growth prospects. We generally do not enter into business with customers or governments whose positions or actions we consider inconsistent with our mission and values to support Western liberal democracy and its strategic allies.
Many of Gorilla’s clients depend on our customer support team to assist them with implementing our services effectively, resolving post-implementation issues quickly and providing ongoing technology support.
Gorilla’s ability to retain clients and expand their usage of its services also depends on providing high quality customer support to assist them with implementing its services effectively, resolving post-implementation issues quickly and providing ongoing technological support.
These factors could adversely affect our financial results. In addition, we may fail to obtain any required approvals and licenses from relevant government authorities. We may become subject to new governmental regulations in connection with our investments and acquisitions, which could result in increased costs and new strategic risks.
We may become subject to new governmental regulations in connection with our investments and acquisitions, which could result in increased costs and new strategic risks.
In addition, most of our customers, including U.S. government customers, contractually require us to notify them of data security breaches.
In addition, most of our customers, including U.S. government customers, contractually require us to notify them of data security breaches. Compliance with such legal and contractual obligations may increase our costs and expose us to additional liability in the event of a breach.
Gorilla’s intellectual property consists of proprietary methods and technologies developed under a combination of patents, pending patent applications, methodologies, know-how, trade secrets, copyrights, trademarks, and other intellectual property rights. Gorilla seeks to protect these assets through confidentiality agreements that contain non-disclosure and non-use provisions with its employees, consultants, contractors, and third parties, along with robust security measures and employee policies.
Gorilla seeks to protect these assets through confidentiality agreements that contain non-disclosure and non-use provisions with its employees, consultants, contractors, and third parties, along with robust security measures and employee policies. Many business processes and implementation methodologies are considered trade secrets or proprietary know-how. Clients and business partners typically agree in writing to the confidential treatment of Gorilla’s information.
Additionally, although Gorilla anticipates continued growth in the video intelligence, IoT technologies and cybersecurity markets, such growth may occur more slowly or not at all, and Gorilla may not benefit from its investments. 2 Gorilla plans to fund growth opportunities with cash from operations or from future financings.
Although Gorilla anticipates continued growth in video intelligence, Internet of Things (“IoT”) technologies and cybersecurity markets, such growth may occur more slowly or not at all, and Gorilla may not benefit from its investments. Any of the foregoing could adversely affect our business, results of operations and financial condition.
Gorilla also has policies requiring employees, consultants, contractors, and third parties to respect the intellectual property rights of others, including obtaining appropriate licenses when using, selling, or distributing third-party materials. Despite these efforts, Gorilla faces challenges in protecting its intellectual property, especially with regard to the potential for misappropriation by employees, former employees, and third-party vendors.
Additionally, employees and independent contractors are required to sign work-for-hire and confidentiality covenants as conditions of employment or engagement. Gorilla also has policies requiring employees, consultants, contractors, and third parties to respect the intellectual property rights of others, including obtaining appropriate licenses when using, selling, or distributing third-party materials.
Furthermore, if customer personnel are not well trained in the use of our platforms, customers may defer the deployment of our platforms and services, may deploy them in a more limited manner than originally anticipated, or may not deploy them at all.
This may result in sub-optimal performance at a level lower than anticipated by the customer, customers deferring the deployment of our platforms and services, deployment in a more limited manner than originally anticipated, or customers not deploying it at all.
Gorilla’s ability to grow as a business and generate revenue growth depends, in part, on our ability to expand our base of clients, maintain and grow our relationships with existing clients and that our clients increase their use of our services.
Gorilla’s ability to grow and generate revenue depends, in part, on its ability to expand its client base, maintain and grow relationships with existing clients leading to an increase in the use of its services. Failing which Gorilla’s revenue growth may decline, and its financial condition and results of operations may be adversely affected.
Implementing our platforms can be a complex and lengthy process since we often configure our existing platforms for a customer’s unique environment. Inability to meet the unique needs of our customers may result in customer dissatisfaction and/or damage to our reputation, which could materially harm our business.
Our platforms and services are complex due to the nature of the needs of our customers, and rapid technological changes in the industry where we operate. Implementing our platforms can be a complex and lengthy process since we often configure our existing platforms for a customer’s unique environment.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeThese IVAs generate real-time events and statistical data that can be used to make quick decisions and deploy fewer workers and officers. o Vehicle Type Detection classifies vehicles into predefined categories (e.g., cars, trucks, buses, motorcycles) to analyze traffic composition and trends in real time. o Vehicle Counting monitors and counts the number of vehicles passing through specific zones or intersections to provide insights for traffic management and planning. o Vehicle Zone Intrusion detects and alerts authorities to unauthorized vehicles entering restricted areas, helping enforce zoning regulations and enhance security. o Vehicle & License Plate Recognition identifies vehicles and recognize license plates with high precision, supporting law enforcement, parking management, and toll collection systems. o Vehicle Path Analysis tracks the movement patterns of vehicles to optimize traffic flow, improve road safety, and analyze driver behavior over specific routes. o Vehicle Direction Violation detects vehicles traveling in the wrong direction and generate real-time alerts to prevent accidents and ensure compliance with traffic rules. o The License Plate Detection and Recognition recognizes license plates on static or moving vehicles under the privacy regulation applied to each region. ● Object Recognition Object Recognition IVAs detect and recognize specific objects.
Biggest changeThese IVAs generate real-time events and statistical data that can be used to make quick decisions and deploy fewer workers and officers. o Vehicle Type Detection classifies vehicles into predefined categories (e.g., cars, trucks, buses, motorcycles) to analyze traffic composition and trends in real time. o Vehicle Counting monitors and counts the number of vehicles passing through specific zones or intersections to provide insights for traffic management and planning. o Vehicle Zone Intrusion detects and alerts authorities to unauthorized vehicles entering restricted areas, helping enforce zoning regulations and enhance security. o Tire Condition and Wear Detection analyzes visual data from standard RGB cameras with depth sensing capabilities assess the condition of vehicle tires at rest.
Key Benefits ● Powerful AI Protection for Internal Networks — Leverages advanced AI algorithms to safeguard internal networks by identifying and neutralizing threats before they infiltrate critical systems. ● Effectively Mimics Devices and Traps Threats — Uses simulated device modules to mimic real network elements, luring and trapping malicious activity for proactive threat mitigation. ● Provides Real-time Alerts to Teams — Sends instant notifications to security teams, enabling swift response to detected threats and minimizing potential damage. ● Automatic Domain Name System (“DNS”) Protection — Blocks malicious DNS queries and connections to suspicious domains, acting as a frontline defense against domain-based attacks. ● Up-to-the-minute Threat Updates — Continuously updates its threat intelligence database to stay ahead of emerging attack vectors and evolving cyber threats. ● Advanced Data Collection — Gathers detailed insights into attempted attacks, providing actionable intelligence to improve security measures and strengthen defenses.
Key Benefits ● Powerful AI Protection for Internal Networks — Leverages advanced AI algorithms to safeguard internal networks by identifying and neutralizing threats before they infiltrate critical systems. ● Effectively Mimics Devices and Traps Threats — Uses simulated device modules to mimic real network elements, luring and trapping malicious activity for proactive threat mitigation. ● Provides Real-time Alerts to Teams — Sends instant notifications to security teams, enabling swift response to detected threats and minimizing potential damage. ● Automatic Domain Name System ( “ DNS ” ) Protection — Blocks malicious DNS queries and connections to suspicious domains, acting as a frontline defense against domain-based attacks. ● Up-to-the-minute Threat Updates — Continuously updates its threat intelligence database to stay ahead of emerging attack vectors and evolving cyber threats. ● Advanced Data Collection — Gathers detailed insights into attempted attacks, providing actionable intelligence to improve security measures and strengthen defenses.
Gorilla’s Big Data Analytics Platform bridges the gap between raw data and actionable insights, transforming enterprise cybersecurity defenses and video analytics capabilities. By ensuring scalable, AI-powered intelligence across industries, we enable businesses to optimize security operations, predict risks, and drive innovation through real-time, data-informed decisions. 43 4.
Gorilla’s Big Data Analytics Platform bridges the gap between raw data and actionable insights, transforming enterprise cybersecurity defenses and video analytics capabilities. By ensuring scalable, AI-powered intelligence across industries, we enable businesses to optimize security operations, predict risks, and drive innovation through real-time, data-informed decisions. 4.
Our commitment to continuous innovation, deep market expertise, and strong partnerships enables us to drive digital transformation for governments, enterprises, and critical infrastructure operators worldwide. 30 Visionary Leadership with Deep Expertise in AI & Video Analytics Gorilla’s foundation is built on over 20 years of experience in video analytics, AI development, and digital transformation.
Our commitment to continuous innovation, deep market expertise, and strong partnerships enables us to drive digital transformation for governments, enterprises, and critical infrastructure operators worldwide. Visionary Leadership with Deep Expertise in AI & Video Analytics Gorilla’s foundation is built on over 20 years of experience in video analytics, AI development, and digital transformation.
Consequently, Gorilla may be restricted in the information it can disclose to the market about these clients and the nature of solutions being delivered. 29 Typical Project Timeline The initial phase of most large-scale projects is the execution of a Memorandum of Understanding (MoU) or strategic agreement.
Consequently, Gorilla may be restricted in the information it can disclose to the market about these clients and the nature of solutions being delivered. Typical Project Timeline The initial phase of most large-scale projects is the execution of a Memorandum of Understanding (MoU) or strategic agreement.
Key Benefits ● Tailor-made Network Security with Behavior Analysis — Provides customized network protection by analyzing traffic patterns and identifying abnormal behaviors specific to your environment. ● Reduce Manual Processes and Focus on Key Security Actions — Automates threat detection and mitigation, freeing up security teams to prioritize critical actions and strategic initiatives. ● Instant Intervention with AI-based Threat Pattern Learning — Utilizes AI to learn and recognize emerging threat patterns, enabling real-time blocking of malicious activities without human intervention. ● Effectively Protects Intellectual Property and Customer Information — Safeguards sensitive business data and customer details by preventing unauthorized access and data breaches. ● Shorten Response Times when Attacks Occur — Detects and addresses threats immediately, minimizing the time between attack detection and resolution. ● Quickly Uncover the Root Cause of Security Problems — Provides detailed insights and analytics to trace back and understand the origins of security incidents for better prevention. ● Restore Business Operations without Interruption — Ensures swift recovery from attacks while maintaining operational continuity, reducing downtime and associated costs. 39 Key Features AI-powered Intrusion Detection and Protection DoS/DDoS Detection Powered by Machine Learning Constantly Updated Online Threat Intelligence Customized Alert Notifications Visualized Interface for Reporting ● NetTrap: Intelligent Deception for Proactive Cyber Defense NetTrap is a frontline cyber deception solution, designed to isolate, analyze, and neutralize threats before they reach critical systems.
Key Benefits ● Tailor-made Network Security with Behavior Analysis — Provides customized network protection by analyzing traffic patterns and identifying abnormal behaviors specific to your environment. ● Reduce Manual Processes and Focus on Key Security Actions — Automates threat detection and mitigation, freeing up security teams to prioritize critical actions and strategic initiatives. ● Instant Intervention with AI-based Threat Pattern Learning — Utilizes AI to learn and recognize emerging threat patterns, enabling real-time blocking of malicious activities without human intervention. ● Effectively Protects Intellectual Property and Customer Information — Safeguards sensitive business data and customer details by preventing unauthorized access and data breaches. ● Shorten Response Times when Attacks Occur — Detects and addresses threats immediately, minimizing the time between attack detection and resolution. ● Quickly Uncover the Root Cause of Security Problems — Provides detailed insights and analytics to trace back and understand the origins of security incidents for better prevention. ● Restore Business Operations without Interruption — Ensures swift recovery from attacks while maintaining operational continuity, reducing downtime and associated costs. 28 Table of Contents Key Features AI-powered Intrusion Detection and Protection DoS/DDoS Detection Powered by Machine Learning Constantly Updated Online Threat Intelligence Customized Alert Notifications Visualized Interface for Reporting ● NetTrap: Intelligent Deception for Proactive Cyber Defense NetTrap is a frontline cyber deception solution, designed to isolate, analyze, and neutralize threats before they reach critical systems.
From smart infrastructure to public safety, mobility, and retail optimization, our AI-powered solutions enable businesses, cities, and governments to adapt, innovate, and lead—backed by the same technology we deploy internally. ● Building & Office Solutions: Intelligent Security & Automation Gorilla seeks to transform buildings into intelligent, secure environments using our own AI-driven access control and automation technologies. o Seamless, secure access through facial recognition and biometric authentication. o AI-powered energy management and smart office automation for operational efficiency. o Integrated security with real-time threat detection, intrusion alerts, and centralized surveillance. 45 ● Policing Solutions: AI-Powered Public Safety & Law Enforcement Gorilla’s law enforcement platforms provide predictive intelligence and real-time crime analysis, powered by the same AI models we deploy in smart city security. o Criminal Intelligence Big Data Platform for large-scale data aggregation and threat detection. o Criminal Intelligence Analysis Platform for AI-driven case management and crime mapping. o Smart Patrol System integrating CCTV, IoT sensors, and predictive AI analytics for proactive law enforcement. ● Railways Solutions: Smart, Secure, and Efficient Transit We apply our own AI cybersecurity and real-time monitoring technologies to railway operations. o AI-based passenger flow optimization for improved boarding, ticketing, and crowd management. o Integrated railway cybersecurity to protect network infrastructure and physical security. o Predictive maintenance models to reduce operational downtime. ● Road Solutions: AI-Powered Traffic Intelligence & Enforcement Gorilla’s traffic management solutions leverage our own AI analytics and camera-based security to transform city roadways. o Real-time traffic analysis to optimize urban flow and reduce congestion. o Automated violation detection, including speeding and red-light running, using AI-based edge computing. o Driver behavior monitoring with AI-powered risk assessment. ● Port Solutions: AI-Driven Logistics & Security Command Centers Our own AI-powered security and logistics platforms power port operations, integrating: o Business Monitoring Centers for real-time port traffic and cargo movement tracking. o Traffic Prediction Command Centers to optimize congestion management. o Automated access control with AI-based container and personnel tracking. 46 ● Airport Solutions: Intelligent & Secure Aviation Hubs We deploy our own AI security and automation tools at airports to enhance operational efficiency. o Smart traveler flow management for check-in, boarding, and security screening. o AI-driven security intelligence for baggage scanning and restricted zone monitoring. o Automated vehicle & personnel access control for airside operations. ● Healthcare Infrastructure Security: AI-Powered Cyber & Physical Protection We use our own AI-powered cybersecurity and network security solutions to protect healthcare institutions. o Real-time threat detection across medical networks, devices, and IT infrastructure. o Automated compliance enforcement for healthcare security regulations. o AI-based physical security management to protect patients, staff, and facilities. ● Safe Schools & Universities: AI-Driven Smart & Secure Campuses We apply our own AI-driven surveillance and access control to protect educational institutions. o Automated entry & exit management with biometric and facial recognition access control. o AI-powered threat detection for campus security. o Smart learning environments with automation and resource optimization. ● Retail Solutions: AI-Driven Consumer Insights & Security Gorilla’s AI retail technology is deployed within our own operations, enhancing: o Behavioral analytics for customer insights and purchasing patterns. o Loss prevention & fraud detection using AI-powered surveillance. o Automated store management for shelf tracking and cashier-free checkouts. ● Parking Solutions: AI-Powered Smart Parking Management We use our own AI-powered vehicle monitoring to optimize parking operations. o Automated access control with license plate recognition. o AI-driven occupancy tracking for dynamic pricing models. o Real-time security monitoring to prevent parking fraud and enhance site safety.
From smart infrastructure to public safety, mobility, and retail optimization, our AI-powered solutions enable businesses, cities, and governments to adapt, innovate, and lead—backed by the same technology we deploy internally. ● Building & Office Solutions: Intelligent Security & Automation Gorilla seeks to transform buildings into intelligent, secure environments using our own AI-driven access control and automation technologies. o Seamless, secure access through facial recognition and biometric authentication. o AI-powered energy management and smart office automation for operational efficiency. o Integrated security with real-time threat detection, intrusion alerts, and centralized surveillance. ● Policing Solutions: AI-Powered Public Safety & Law Enforcement Gorilla’s law enforcement platforms provide predictive intelligence and real-time crime analysis, powered by the same AI models we deploy in smart city security. o Criminal Intelligence Big Data Platform for large-scale data aggregation and threat detection. o Criminal Intelligence Analysis Platform for AI-driven case management and crime mapping. o Smart Patrol System integrating CCTV, IoT sensors, and predictive AI analytics for proactive law enforcement. ● Railways Solutions: Smart, Secure, and Efficient Transit We apply our own AI cybersecurity and real-time monitoring technologies to railway operations. o AI-based passenger flow optimization for improved boarding, ticketing, and crowd management. o Integrated railway cybersecurity to protect network infrastructure and physical security. o Predictive maintenance models to reduce operational downtime. ● Road Solutions: AI-Powered Traffic Intelligence & Enforcement Gorilla’s traffic management solutions leverage our own AI analytics and camera-based security to transform city roadways. o Real-time traffic analysis to optimize urban flow and reduce congestion. o Automated violation detection, including speeding and red-light running, using AI-based edge computing. o Driver behavior monitoring with AI-powered risk assessment. ● Port Solutions: AI-Driven Logistics & Security Command Centers Our own AI-powered security and logistics platforms power port operations, integrating: o Business Monitoring Centers for real-time port traffic and cargo movement tracking. o Traffic Prediction Command Centers to optimize congestion management. o Automated access control with AI-based container and personnel tracking. ● Airport Solutions: Intelligent & Secure Aviation Hubs We deploy our own AI security and automation tools at airports to enhance operational efficiency. o Smart traveler flow management for check-in, boarding, and security screening. o AI-driven security intelligence for baggage scanning and restricted zone monitoring. o Automated vehicle & personnel access control for airside operations. 34 Table of Contents ● Healthcare Infrastructure Security: AI-Powered Cyber & Physical Protection We use our own AI-powered cybersecurity and network security solutions to protect healthcare institutions. o Real-time threat detection across medical networks, devices, and IT infrastructure. o Automated compliance enforcement for healthcare security regulations. o AI-based physical security management to protect patients, staff, and facilities. ● Safe Schools & Universities: AI-Driven Smart & Secure Campuses We apply our own AI-driven surveillance and access control to protect educational institutions. o Automated entry & exit management with biometric and facial recognition access control. o AI-powered threat detection for campus security. o Smart learning environments with automation and resource optimization. ● Retail Solutions: AI-Driven Consumer Insights & Security Gorilla’s AI retail technology is deployed within our own operations, enhancing: o Behavioral analytics for customer insights and purchasing patterns. o Loss prevention & fraud detection using AI-powered surveillance. o Automated store management for shelf tracking and cashier-free checkouts. ● Parking Solutions: AI-Powered Smart Parking Management We use our own AI-powered vehicle monitoring to optimize parking operations. o Automated access control with license plate recognition. o AI-driven occupancy tracking for dynamic pricing models. o Real-time security monitoring to prevent parking fraud and enhance site safety.
Key Benefits ● Data-driven Policing with AI — Leverages AI-powered insights to enhance decision-making and optimize crime prevention strategies. ● Analyze Emergencies to Prevent Them — Identifies patterns and anomalies to help preempt emergencies and improve situational awareness. ● Enhanced Community Safeguarding — Strengthens public safety through precise monitoring and faster response times. 37 ● Provides Real-time Information to Frontline Dispatchers — Delivers actionable insights to dispatchers for efficient deployment of resources. ● Improved Emergency Preparedness with Faster Responses — Accelerates reaction times during emergencies, minimizing risks and potential damage. ● AI Reduces Manual Reviewing and Errors — Automates footage analysis to eliminate human error and reduce the time needed for manual reviews. ● Optimized Coordination and Responses Across Agencies — Enhances collaboration between law enforcement and other agencies for seamless operations. ● Requires Minimal Staff to Operate and Solve Cases — Simplifies operations with an intuitive system that requires fewer personnel to manage. ● Analyze Footage Faster and in Real-time — Processes video feeds instantly to identify key events and individuals, saving critical time. ● Find People Across Various Locations — Employs advanced tracking and recognition technology to locate individuals across multiple areas efficiently.
Key Benefits ● Data-driven Policing with AI — Leverages AI-powered insights to enhance decision-making and optimize crime prevention strategies. ● Analyze Emergencies to Prevent Them — Identifies patterns and anomalies to help preempt emergencies and improve situational awareness. ● Enhanced Community Safeguarding — Strengthens public safety through precise monitoring and faster response times. 26 Table of Contents ● Provides Real-time Information to Frontline Dispatchers — Delivers actionable insights to dispatchers for efficient deployment of resources. ● Improved Emergency Preparedness with Faster Responses — Accelerates reaction times during emergencies, minimizing risks and potential damage. ● AI Reduces Manual Reviewing and Errors — Automates footage analysis to eliminate human error and reduce the time needed for manual reviews. ● Optimized Coordination and Responses Across Agencies — Enhances collaboration between law enforcement and other agencies for seamless operations. ● Requires Minimal Staff to Operate and Solve Cases — Simplifies operations with an intuitive system that requires fewer personnel to manage. ● Analyze Footage Faster and in Real-time — Processes video feeds instantly to identify key events and individuals, saving critical time. ● Find People Across Various Locations — Employs advanced tracking and recognition technology to locate individuals across multiple areas efficiently.
Key Benefits ● AI-Driven Threat Detection – Leverages cutting-edge AI to identify, analyze, and neutralize sophisticated threats across networks, endpoints, and physical environments. ● Proactive Defense Against Emerging Threats – Detects anomalies and mitigates risks before they escalate, ensuring an intelligent, self-learning security framework. ● Automated Incident Response – Streamlines security operations through AI-powered automation, reducing response times and minimizing human intervention. ● Adaptive Security with Behavioral Analytics – Learns from attack patterns and dynamically adjusts security protocols in real time. ● Optimized Protection with Reduced Operational Overhead – Enhances security while minimizing resource consumption and operational costs. ● Safeguards Brand, Revenue, and Intellectual Property – Ensures business integrity by protecting critical assets from cyber threats and data breaches. ● Minimizes Business Disruptions – Enables rapid threat mitigation and ensures uninterrupted operations even in the face of sophisticated attacks. 38 Key Features AI-powered Intrusion Detection and Protection Advanced Threat Detection Traps and Traces Sophisticated Threats Biometric Authentication and OTP Endpoint Protection Centralized Management System Cybersecurity Portfolio ● Security Convergence Platform (“SCP”) Our SCP is a centralized security intelligence hub, integrating advanced threat analytics, AI-powered detection, and real-time response mechanisms.
Key Benefits ● AI-Driven Threat Detection – Leverages cutting-edge AI to identify, analyze, and neutralize sophisticated threats across networks, endpoints, and physical environments. ● Proactive Defense Against Emerging Threats – Detects anomalies and mitigates risks before they escalate, ensuring an intelligent, self-learning security framework. ● Automated Incident Response – Streamlines security operations through AI-powered automation, reducing response times and minimizing human intervention. ● Adaptive Security with Behavioral Analytics – Learns from attack patterns and dynamically adjusts security protocols in real time. ● Optimized Protection with Reduced Operational Overhead – Enhances security while minimizing resource consumption and operational costs. ● Safeguards Brand, Revenue, and Intellectual Property – Ensures business integrity by protecting critical assets from cyber threats and data breaches. ● Minimizes Business Disruptions – Enables rapid threat mitigation and ensures uninterrupted operations even in the face of sophisticated attacks. 27 Table of Contents Key Features AI-powered Intrusion Detection and Protection Advanced Threat Detection Traps and Traces Sophisticated Threats Biometric Authentication and OTP Endpoint Protection Centralized Management System Cybersecurity Portfolio ● Security Convergence Platform (“SCP”) Our SCP is a centralized security intelligence hub, integrating advanced threat analytics, AI-powered detection, and real-time response mechanisms.
Gorilla’s Guardian Network acts as a trusted partner, offering scalable, AI-powered security operations. 41 Key Benefits ● Advanced Threat Detection, Rapid Incident Response, and Proactive Threat Hunting – Combines superior technologies and expertise to identify, respond to, and prevent cyber threats efficiently. ● Cuts Upfront Investments and Reduces Costs – Eliminates the need for large initial investments in in-house SOC infrastructure. ● Safeguards Critical Infrastructure and Personal Data – Provides comprehensive protection for vital systems and sensitive information. ● Maintains Security Without an In-house SOC Team – Enables robust security management without the need to maintain an in-house team. ● Round-the-clock Monitoring of Networks, Systems, and Endpoints – Ensures 24/7 oversight to prevent breaches and ensure system integrity. ● Continuous Threat Detection 24/7, 365 Days a Year – Delivers nonstop security coverage to keep threats at bay. ● Easily Scales to Accommodate the Evolving Needs and Growth of Smart Cities – Adapts seamlessly to the expanding requirements of modern infrastructures. ● Does Not Require Additional Infrastructure or Resources – Offers a scalable solution without the need for further investments in resources.
Gorilla’s guardian network acts as a trusted partner, offering scalable, AI-powered security operations. 30 Table of Contents Key Benefits ● Advanced Threat Detection, Rapid Incident Response, and Proactive Threat Hunting – Combines superior technologies and expertise to identify, respond to, and prevent cyber threats efficiently. ● Cuts Upfront Investments and Reduces Costs – Eliminates the need for large initial investments in in-house SOC infrastructure. ● Safeguards Critical Infrastructure and Personal Data – Provides comprehensive protection for vital systems and sensitive information. ● Maintains Security Without an In-house SOC Team – Enables robust security management without the need to maintain an in-house team. ● Round-the-clock Monitoring of Networks, Systems, and Endpoints – Ensures 24/7 oversight to prevent breaches and ensure system integrity. ● Continuous Threat Detection 24/7, 365 Days a Year – Delivers nonstop security coverage to keep threats at bay. ● Easily Scales to Accommodate the Evolving Needs and Growth of Smart Cities – Adapts seamlessly to the expanding requirements of modern infrastructures. ● Does Not Require Additional Infrastructure or Resources – Offers a scalable solution without the need for further investments in resources.
The following behaviour analytics algorithms are used in our solutions: o The People Counting detects and counts people for a specified amount of time as they enter a zone and/or cross a line that users define in the software. o The Line Crossing detects when people cross a line (or lines) of user-defined length and position. o The Intrusion Detection monitors user-created zones to detect any activity or entries by moving objects (like people). o The Direction Detection monitors a user-created zone for people moving within the zone and in the marked direction.
The following behavior analytics algorithms are used in our solutions: o The People Counting detects and counts people for a specified amount of time as they enter a zone and/or cross a line that users define in the software. o The Line Crossing detects when people cross a line (or lines) of user-defined length and position. o The Intrusion Detection monitors user-created zones to detect any activity or entries by moving objects (like people). o The Direction Detection monitors a user-created zone for people moving within the zone and in the marked direction.
Additionally, our strong partnerships with key technology leaders allow us to expand our AI capabilities into IoT, security, and enterprise applications, making Gorilla’s technology a critical component of global digital ecosystems. For example, Softbank’s AI analytics platform for retail applications integrates Gorilla’s AI models, demonstrating our ability to provide cutting-edge solutions for high-growth industries.
Additionally, our strong relationships with key technology leaders allow us to expand our AI capabilities into IoT, security, and enterprise applications, making Gorilla’s technology a critical component of global digital ecosystems. For example, Softbank’s AI analytics platform for retail applications integrates Gorilla’s AI models, demonstrating our ability to provide cutting-edge solutions for high-growth industries.
By embedding Gorilla’s own cybersecurity specialists alongside trained local personnel, we ensure that SOC operations are fully functional and optimized for national security environments, critical infrastructure, and enterprise networks. ● Network Operations Center (“ NOC”) as a Service A well-managed network is the backbone of any digital government or enterprise ecosystem.
By embedding Gorilla’s own cybersecurity specialists alongside trained local personnel, we ensure that SOC operations are fully functional and optimized for national security environments, critical infrastructure, and enterprise networks. ● Network Operations Center ( “ NOC ” ) as a Service A well-managed network is the backbone of any digital government or enterprise ecosystem.
As AI regulations evolve, Gorilla will continue to adapt, innovate, and lead the way in responsible AI development while ensuring full compliance with global legal frameworks. 4.C. ORGANIZATIONAL STRUCTURE The following diagram shows the organizational structure of Gorilla Technology Group Inc. and all of its subsidiaries as of December 31, 2024. 4.D.
As AI regulations evolve, Gorilla will continue to adapt, innovate, and lead the way in responsible AI development while ensuring full compliance with global legal frameworks. 4.C. ORGANIZATIONAL STRUCTURE The following diagram shows the organizational structure of Gorilla Technology Group Inc. and all of its subsidiaries as of December 31, 2025. 4.D.
Our Video Analytics as a Service (“VAaaS”) provides: o Real-Time AI-Powered Video Monitoring – Automated detection of security threats, anomalies, and incidents across monitored areas. o Customizable Analytics for Law Enforcement & Public Safety – Facial recognition, behavioral analytics, and incident detection tailored to national security needs. o Operational Support & Incident Response – On-the-ground personnel trained to monitor, analyze, and act on AI-generated alerts. o Secure & Compliant Data Management – Ensuring video surveillance data is handled in accordance with privacy laws and national security regulations. 48 By embedding our AI and operational expertise within customer environments, we ensure that video analytics systems deliver continuous value, security, and intelligence-driven decision-making.
Our Video Analytics as a Service (“VAaaS”) provides: o Real-Time AI-Powered Video Monitoring – Automated detection of security threats, anomalies, and incidents across monitored areas. o Customizable Analytics for Law Enforcement & Public Safety – Facial recognition, behavioral analytics, and incident detection tailored to national security needs. o Operational Support & Incident Response – On-the-ground personnel trained to monitor, analyze, and act on AI-generated alerts. o Secure & Compliant Data Management – Ensuring video surveillance data is handled in accordance with privacy laws and national security regulations. 37 Table of Contents By embedding our AI and operational expertise within customer environments, we ensure that video analytics systems deliver continuous value, security, and intelligence-driven decision-making.
Key benefits ● Seamless Hybrid Networking — Facilitates smooth integration of on-premises and cloud networks for a unified experience. ● Effortlessly Integrate Data Centers with Cloud Environments — Simplifies the connection and operation of data centers in hybrid architectures. ● Robust Security with Secure, Encrypted Connections — Ensures data protection with advanced encryption and secure communications. ● Easy Deployments with Plug-and-play Technology — Minimizes setup complexity, allowing rapid deployment and use. 42 ● Hardware and Software Crafted and Manufactured by Gorilla for Seamless Integration — Provides a cohesive solution with components designed to work together seamlessly. ● Customized Gorilla Appliances to Meet Client Specifications — Delivers tailored hardware solutions to address unique business needs.
Key Benefits ● Seamless Hybrid Networking — Facilitates smooth integration of on-premises and cloud networks for a unified experience. ● Effortlessly Integrate Data Centers with Cloud Environments — Simplifies the connection and operation of data centers in hybrid architectures. ● Robust Security with Secure, Encrypted Connections — Ensures data protection with advanced encryption and secure communications. ● Easy Deployments with Plug-and-play Technology — Minimizes setup complexity, allowing rapid deployment and use. 31 Table of Contents ● Hardware and Software Crafted and Manufactured by Gorilla for Seamless Integration — Provides a cohesive solution with components designed to work together seamlessly. ● Customized Gorilla Appliances to Meet Client Specifications — Delivers tailored hardware solutions to address unique business needs.
PROPERTY AND EQUIPMENT Facilities Our headquarters are located in London, United Kingdom. Our headquarters houses our Chief Executive Officer’s office and operations. We also have material business units in Taiwan, which include Video IoT & Security Convergence, R&D, general administrative, human resources and finance & accounting.
PROPERTY AND EQUIPMENT Facilities Our headquarters are located in London, United Kingdom. Our headquarters houses our Chief Executive Officer’s office and operations. We also have material business units in Taiwan, which include Video IoT & Security Convergence, R&D, general administration, human resources and finance & accounting.
Gorilla’s AI-powered edge computing helps organizations capture, analyze, and act on this data, enhancing predictive analytics, automation, and security in urban infrastructure, transportation, healthcare, and industrial applications. ● AI-powered Automation for Industries From smart traffic systems and energy-efficient grids to industrial automation and predictive maintenance, Gorilla’s IoT solutions enable businesses to make data-driven decisions in real-time, driving operational efficiency and reducing costs. ● Big Data Meets Predictive Intelligence By leveraging machine learning and AI analytics, Gorilla transforms raw data into actionable insights, allowing businesses to predict trends, optimize workflows, and secure critical digital ecosystems.
Gorilla’s AI-powered edge computing helps organizations capture, analyze, and act on this data, enhancing predictive analytics, automation, and security in urban infrastructure, transportation, healthcare, and industrial applications. 17 Table of Contents ● AI-powered Automation for Industries From smart traffic systems and energy-efficient grids to industrial automation and predictive maintenance, Gorilla’s IoT solutions enable businesses to make data-driven decisions in real-time, driving operational efficiency and reducing costs. ● Big Data Meets Predictive Intelligence By leveraging machine learning and AI analytics, Gorilla transforms raw data into actionable insights, allowing businesses to predict trends, optimize workflows, and secure critical digital ecosystems.
Key Benefits ● Real-time Threat Detection — Identifies and mitigates threats as they occur to ensure immediate protection. ● Enhanced Anomaly Detection — Utilizes AI to recognize and respond to unusual activity across endpoints. ● Improved Software Vulnerability Identification — Quickly identifies vulnerabilities in software to reduce risk. ● Rapid Response to Malware Threats — Enables swift action to neutralize malware and minimize damage. ● Reduced False Positives — Improves accuracy in threat detection, reducing unnecessary alerts. ● Continuous Monitoring of Endpoint Health — Provides ongoing oversight to maintain secure and healthy endpoints. ● Automatic Updates for Evolving Threats — Keeps the system up to date to counter emerging malware and attack methods. 40 ● Minimized Manual Intervention — Automates key processes, freeing up resources for critical tasks. ● Enhanced Protection Against Advanced Persistent Threats — Defends against sophisticated and targeted long-term attacks. ● Comprehensive Endpoint Security Solution — Combines multiple layers of protection into one robust endpoint defence system.
Key Benefits ● Real-time Threat Detection — Identifies and mitigates threats as they occur to ensure immediate protection. ● Enhanced Anomaly Detection — Utilizes AI to recognize and respond to unusual activity across endpoints. ● Improved Software Vulnerability Identification — Quickly identifies vulnerabilities in software to reduce risk. ● Rapid Response to Malware Threats — Enables swift action to neutralize malware and minimize damage. ● Reduced False Positives — Improves accuracy in threat detection, reducing unnecessary alerts. ● Continuous Monitoring of Endpoint Health — Provides ongoing oversight to maintain secure and healthy endpoints. ● Automatic Updates for Evolving Threats — Keeps the system up to date to counter emerging malware and attack methods. 29 Table of Contents ● Minimized Manual Intervention — Automates key processes, freeing up resources for critical tasks. ● Enhanced Protection Against Advanced Persistent Threats — Defends against sophisticated and targeted long-term attacks. ● Comprehensive Endpoint Security Solution — Combines multiple layers of protection into one robust endpoint defense system.
By maintaining a secure, government-compliant supply chain, we protect our customers from potential cybersecurity vulnerabilities while ensuring full regulatory compliance. 50 Commitment to Ethical AI and Regulatory Leadership Gorilla remains committed to ensuring the ethical and lawful deployment of AI technologies, taking a proactive approach to compliance by: ● Engaging with regulators and policymakers to shape the future of AI governance. ● Ensuring transparency in AI-powered data processing and decision-making. ● Conduct rigorous internal audits to assess compliance risks and uphold best practices. ● Implementing security-by-design principles to protect user privacy and data integrity.
By maintaining a secure, government-compliant supply chain, we protect our customers from potential cybersecurity vulnerabilities while ensuring full regulatory compliance. 39 Table of Contents Commitment to Ethical AI and Regulatory Leadership Gorilla remains committed to ensuring the ethical and lawful deployment of AI technologies, taking a proactive approach to compliance by: ● Engaging with regulators and policymakers to shape the future of AI governance. ● Ensuring transparency in AI-powered data processing and decision-making. ● Conduct rigorous internal audits to assess compliance risks and uphold best practices. ● Implementing security-by-design principles to protect user privacy and data integrity.
Key Features Real-time Streams on Video Walls Fast Video Searching with Filters Comprehensive Data Management Analytical Insights with Reports Graphics Customizable Dashboard with Widgets Real-time Alerts and Pop-ups Intelligent Video Analytics Powered by IVAR Seamless Integration with Existing and Third-party Devices/Storage Advanced Big Data Indexing and Storage Database Superior Hardware Maintenance 36 ● Post Event Post Event is an AI Investigator that is designed to solve complex crimes in a fraction of the time with an AI-powered end-to-end video investigation solution.
Key Features Real-time Streams on Video Walls Fast Video Searching with Filters Comprehensive Data Management Analytical Insights with Reports Graphics Customizable Dashboard with Widgets Real-time Alerts and Pop-ups Intelligent Video Analytics Powered by IVAR Seamless Integration with Existing and Third-party Devices/Storage Advanced Big Data Indexing and Storage Database Superior Hardware Maintenance 25 Table of Contents ● Post Event Post Event is an AI Investigator that is designed to solve complex crimes in a fraction of the time with an AI-powered end-to-end video investigation solution.
Security checks at airports and other transportation hubs benefit from this type of IVA. o The Loitering Detection monitors figures or people entering and then remaining in a user-created zone for a specified period. o The Intelligent Behaviour Analysis monitors and identifies unusual or predefined behaviours, such as loitering or breaches of restricted areas, to enhance situational awareness. o The Crossing Detection detects and logs objects or individuals crossing a predefined virtual line or boundary in real-time. 33 o The Fall Detection identifies detects incidents of falls through motion analysis and promptly generates alerts, contributing to enhanced safety and rapid incident response. o The Occupancy Time Estimation calculates the duration individuals or groups remain within a specified zone, providing detailed analytics on stay duration and engagement levels. o The Crowd Detection analyzes group density and movement within monitored areas to identify potential overcrowding or safety risks in real time. ● People and Face Recognition IVAs This IVA can detect and recognize people and faces in real-time and supports up to 100,000 biometric profiles with thermal detection, 30 requests per second, blocklists and VIP lists, and the IVA can strengthen employee attendance management and more.
Security checks at airports and other transportation hubs benefit from this type of IVA. o The Loitering Detection monitors figures or people entering and then remaining in a user-created zone for a specified period. o The Intelligent Behavior Analysis monitors and identifies unusual or predefined behaviors, such as loitering or breaches of restricted areas, to enhance situational awareness. o The Crossing Detection detects and logs objects or individuals crossing a predefined virtual line or boundary in real-time. 22 Table of Contents o The Fall Detection identifies detects incidents of falls through motion analysis and promptly generates alerts, contributing to enhanced safety and rapid incident response. o The Occupancy Time Estimation calculates the duration individuals or groups remain within a specified zone, providing detailed analytics on stay duration and engagement levels. o The Crowd Detection analyzes group density and movement within monitored areas to identify potential overcrowding or safety risks in real time. ● People and Face Recognition IVAs This IVA can detect and recognize people and faces in real-time and supports up to 100,000 biometric profiles with thermal detection, 30 requests per second, blocklists and VIP lists, and the IVA can strengthen employee attendance management and more.
Powering the Future of AI-Driven Enterprises At Gorilla, we don’t just build infrastructure—we engineer AI-powered ecosystems that enable smarter, more secure, and highly efficient enterprises. Through Gorilla-labeled, AI-optimized appliances, we are setting the standard for the future of intelligent security, networking, and compute infrastructure, ensuring that enterprises remain resilient, scalable, and ahead of the curve.
Powering the Future of AI-Driven Enterprises At Gorilla, we don’t just build infrastructure—we engineer AI-powered ecosystems that enable smarter, more secure, and highly efficient enterprises. Through white-label, AI-optimized appliances, we are setting the standard for the future of intelligent security, networking, and compute infrastructure, ensuring that enterprises remain resilient, scalable, and ahead of the curve.
The customer benefits from better interoperability of the hardware and software and from a more competitive price on the overall package. Depending on the solution needed by the client, we can also make use of external software vendors. This will usually be for a niche product that can enhance the core product offering of Gorilla.
The customer benefits from better interoperability of the hardware and software and from a more competitive price on the overall package. 19 Table of Contents Depending on the solution needed by the client, we can also make use of external software vendors. This will usually be for a niche product that can enhance the core product offering of Gorilla.
The Four Pillars of Gorilla’s Intelligent Ecosystem: 1. Infrastructure: The Core of Digital Transformation (Anchor Pillar) ● Bridging Hardware & Software for Future-Ready Solutions Gorilla recognizes that a robust and intelligent infrastructure is the foundation of digital transformation.
The Four Pillars of Gorilla’s Intelligent Ecosystem: 1. Infrastructure: The Core of Digital Transformation (Anchor Pillar) ● Bridging Hardware & Software for Future-Ready Solutions Gorilla recognizes that robust, intelligent infrastructure is the foundation of digital transformation.
Industries with Gorilla Deployments ● Smart Cities – Public safety, lighting, energy and water consumption analytics, and environmental monitoring. ● Transportation & Logistics – Traffic management, parking optimization, vehicle tracking, and passenger analytics. ● Business & Enterprise – Security and automation solutions for workforce and asset protection. ● Retail & Hospitality – AI-driven marketing, customer insights, loss prevention, and operations optimization. ● Education – Campus security, information protection, and AI-powered education infrastructure. 27 Gorilla continues to redefine how organizations harness AI, cybersecurity, and intelligent analytics to create smarter, safer, and more efficient digital ecosystems worldwide.
Industries with Gorilla Deployments ● Smart Cities – Public safety, lighting, energy and water consumption analytics, and environmental monitoring. ● Transportation & Logistics – Traffic management, parking optimization, vehicle tracking, and passenger analytics. ● Business & Enterprise – Security and automation solutions for workforce and asset protection. ● Retail & Hospitality – AI-driven marketing, customer insights, loss prevention, and operations optimization. ● Education – Campus security, information protection, and AI-powered education infrastructure. 16 Table of Contents Gorilla continues to redefine how organizations harness AI, cybersecurity, and intelligent analytics to create smarter, safer, and more efficient digital ecosystems worldwide.
Supply Chain Restrictions and National Security Compliance As governments worldwide place increasing scrutiny on supply chain security, Gorilla ensures that the required hardware and software solutions comply with national security regulations. Gorilla fully complies with these restrictions by sourcing AI-driven hardware, networking devices, and security appliances from trusted, non-restricted suppliers.
Supply Chain Restrictions and National Security Compliance As governments place increasing scrutiny on supply chain security, Gorilla ensures that the required hardware and software solutions comply with applicable national security regulations. Gorilla complies with these restrictions by sourcing AI-driven hardware, networking devices, and security appliances from trusted, non-restricted suppliers.
Through precision manufacturing partnerships (Lanner Electronics, Edgecore Networks, etc.), Gorilla ensures that every component—from edge computing devices to AI data center servers and networking solutions—is optimized for next-generation AI workloads, cybersecurity resilience, and seamless enterprise integration. Our partners (Lanner Electronics and Edgecore Networks) specialize in creating hardware and have been doing so through their structured manufacturing lines for decades.
Through precision manufacturing collaborations (Lanner Electronics, Edgecore Networks, etc.), Gorilla ensures that every component—from edge computing devices to AI data center servers and networking solutions—is optimized for next-generation AI workloads, cybersecurity resilience, and seamless enterprise integration. Our collaborators (Lanner Electronics and Edgecore Networks) specialize in creating hardware and have been doing so through their structured manufacturing lines for decades.
Through a consultative selling approach, we engage with potential customers to establish their needs and their goals. Sales and Marketing We identify business opportunities through a variety of methods. Some are inbound leads, whereby potential clients get in touch directly with our team.
Through a consultative selling approach, we engage with potential customers to establish their needs and their goals. 18 Table of Contents Sales and Marketing We identify business opportunities through a variety of methods. Some are inbound leads, whereby potential clients get in touch directly with our team.
Our comprehensive approach is built on three key pillars: ● Intelligent Data Analysis – Harnessing AI-powered analytics to unlock real-time insights and predictive intelligence. ● Seamless System Integration – Connecting diverse systems and data sources to create cohesive, adaptive environments. ● Scalable, Sustainable Value – Future-proofing businesses with AI-driven automation, security, and efficiency.
Our comprehensive approach is built on three key pillars: ● Intelligent Data Analysis – Harnessing AI-powered analytics to unlock real-time insights and predictive intelligence. 33 Table of Contents ● Seamless System Integration – Connecting diverse systems and data sources to create cohesive, adaptive environments. ● Scalable, Sustainable Value – Future-proofing businesses with AI-driven automation, security, and efficiency.
Key Features Advanced Anomaly Detection Endpoint Protection Enhanced with AI Multi-faceted Threat Detection Pattern less AI-based Malware Detection Engine Automatically Detects Malicious Programs and Files Removes Malware Threats from Systems Automatic Incident Responses that Isolate or Shutdown Compromised Hosts AI Algorithms and Digital Forensics Alerts and Notifications for Endpoint Risks ● Facial Recognition – Mobile One Time Password (“FR-MOTP”) FR-MOTP is a multi-layered authentication system that integrates facial recognition, one-time passwords (“OTP”), and a secure server infrastructure to enhance identity protection and access security.
Key Features Advanced Anomaly Detection Endpoint Protection Enhanced with AI Multi-faceted Threat Detection Patternless AI-based Malware Detection Engine Automatically Detects Malicious Programs and Files Removes Malware Threats from Systems Automatic Incident Responses that Isolate or Shutdown Compromised Hosts AI Algorithms and Digital Forensics Alerts and Notifications for Endpoint Risks ● Facial Recognition – Mobile One Time Password ( “ FR-MOTP ” ) FR-MOTP is a multi-layered authentication system that integrates facial recognition, one-time passwords (“OTP”), and a secure server infrastructure to enhance identity protection and access security.
By consistently investing in machine learning research and AI infrastructure, Gorilla remains ahead of market demands, ensuring that our technology is not only cutting-edge today but future ready. Protecting Innovation Through Intellectual Property Gorilla’s success is built on proprietary AI models and patented security technologies.
By consistently investing in machine learning research and AI infrastructure, Gorilla aims to remain ahead of market demands, ensuring that our technology is not only cutting-edge today but future-ready. Protecting Innovation Through Intellectual Property Gorilla’s success is built on proprietary AI models and patented security technologies.
Behaviour analytics algorithms search for changes from frame to frame over time in frames to detect a very particular and predefined event or activity.
Behavior analytics algorithms search for changes from frame to frame over time in frames to detect a very particular and predefined event or activity.
Types of IVAs ● Behavioural Analytics IVAs Algorithms are used in these analytics to look for specific behaviour. A behaviour might be characterized as action over time. As a result, each behaviour analytics algorithm requires more than one frame from the video to identify whether an event or behaviour has occurred.
Types of IVAs ● Behavioral Analytics IVAs Algorithms are used in these analytics to look for specific behavior. A behavior might be characterized as action over time. As a result, each behavior analytics algorithm requires more than one frame from the video to identify whether an event or behavior has occurred.
Key Features All-in-One Video Management System Open Architecture and API Interface Real-time Intelligent Video Analytics Effortless Integration into Existing Systems Powered with Edge AI for Superior Processing AI-Powered Predictive Analytics Scalable and Flexible for Any Client Data-driven Actionable Insights Real-time Alerts for Specific Events Intuitive Central Dashboard 35 ● Event & Video Management System Appliances (“EVMS”) Gorilla EVMS is a VMS with AI-based event search and management system to store event/object attributes in temporal-spatial big-data database from Gorilla, which delivers comprehensive operational management and business insights.
Key Features All-in-One Video Management System Open Architecture and API Interface Real-time Intelligent Video Analytics Effortless Integration into Existing Systems Powered with Edge AI for Superior Processing AI-Powered Predictive Analytics Scalable and Flexible for Any Client Data-driven Actionable Insights Real-time Alerts for Specific Events Intuitive Central Dashboard 24 Table of Contents ● Event & Video Management System Appliances ( “ EVMS ” ) Gorilla EVMS is a VMS with AI-based event search and management system to store event/object attributes in temporal-spatial big-data database from Gorilla, which delivers comprehensive operational management and business insights.
In markets where Gorilla supplies hardware devices to third-party system integrators, our compliance responsibility extends only to ensuring that the devices adhere to EU ETSI Standards and other applicable hardware regulations. The local system integrators bear the responsibility of ensuring compliance with data privacy laws if they choose to activate AI-driven features that process personal data.
In markets where Gorilla supplies hardware devices to third-party system integrators, our compliance responsibility extends only to ensuring that the devices adhere to European Telecommunications Standards Institute standards and other applicable hardware regulations. The local system integrators bear the responsibility of ensuring compliance with data privacy laws if they choose to activate AI-driven features that process personal data.
Key Features Lures & Detects Malicious Host Behavior Detects Suspicious Lateral Movements on Internal Networks DNS Security Protection Provides Alert Notifications for Malicious Activities Supports Simple Network Management Protocol (“SNMP”) Integrates Syslog to SIEM Data Visualizes Threat Data and Attack Trends Virtual Machine Support ● Host-Based Malware Detection (“HMD”): AI-Powered Endpoint Security HMD is an AI-powered malware detection and response platform, protecting enterprise endpoints against sophisticated cyber threats.
Key Features Lures & Detects Malicious Host Behavior Detects Suspicious Lateral Movements on Internal Networks DNS Security Protection Provides Alert Notifications for Malicious Activities Supports Simple Network Management Protocol Integrates Syslog to Security Information and Event Management (“SIEM”) Data Visualizes Threat Data and Attack Trends Virtual Machine Support ● Host-Based Malware Detection ( “ HMD ” ): AI-Powered Endpoint Security HMD is an AI-powered malware detection and response platform, protecting enterprise endpoints against sophisticated cyber threats.
Should customers in these markets require AI applications that involve facial recognition or personal data processing, Gorilla ensures that all deployments comply with local privacy laws and data protection regulations. 49 In contrast, Taiwan represents a major market where Gorilla’s facial recognition technology is extensively used.
Should customers in these markets require AI applications that involve facial recognition or personal data processing, Gorilla ensures that all deployments comply with local privacy laws and data protection regulations. 38 Table of Contents In contrast, Taiwan represents a major market where Gorilla’s facial recognition technology is extensively used.
Core Focus Areas of Gorilla’s Managed Services ● Security Operations Center (“ SOC”) as a Service Gorilla delivers end-to-end cybersecurity operations, ensuring 24/7 protection against cyber threats, breaches, and attacks.
Core Focus Areas of Gorilla ’ s Managed Services ● Security Operations Center ( “ SOC ” ) as a Service Gorilla delivers end-to-end cybersecurity operations, ensuring 24/7 protection against cyber threats, breaches, and attacks.
Gorilla’s AI-Driven Infrastructure At Gorilla, we build high-performance, AI-optimized infrastructure that powers cybersecurity, video analytics, and enterprise networking. Our Gorilla-labeled appliances are purpose-built to deliver scalable, secure, and high-efficiency deployments across enterprises, smart cities, and mission-critical environments.
Gorilla ’ s AI-Driven Infrastructure At Gorilla, we build high-performance, AI-optimized infrastructure that powers cybersecurity, video analytics, and enterprise networking. Our white-label appliances are purpose-built to deliver scalable, secure, and high-efficiency deployments across enterprises, smart cities, and mission-critical environments.
Key features Centralized Command Center that Monitors and manages Entire Networks Real-Time Insights that Swiftly Identify and Resolve Issues Customized Gorilla Appliances Tailored for Specific Throughput and Performance Seamless Integration that Creates Holistic Hybrid Networks Flexible Deployments Capable of Running Virtual CPEs in cloud environments Simplified Management that Automates Tasks and Streamlines Network Administration 3.
Key Features Centralized Command Center that Monitors and manages Entire Networks Real-Time Insights that Swiftly Identify and Resolve Issues Customized Gorilla Appliances Tailored for Specific Throughput and Performance Seamless Integration that Creates Holistic Hybrid Networks Flexible Deployments Capable of Running Virtual CPEs in cloud environments Simplified Management that Automates Tasks and Streamlines Network Administration New Quantum safe cryptography capabilities for key management making the solution Post Quantum ready. 3.
At Gorilla, we are not just developing AI—we are shaping the future of security, intelligence, and automation. 32 Product Overview 1. Video Analytics IVAs are AI models that can scan video for patterns and distinguish specific items using AI algorithms with both real-time and post-event data.
At Gorilla, we are not just developing AI—we aim to shape the future of security, intelligence, and automation. 21 Table of Contents Product Overview 1. VIDEO ANALYTICS IVAs are AI models that can scan video for patterns and distinguish specific items using AI algorithms with both real-time and post-event data.
In addition, we maintain 27 registered trademarks in Taiwan, the United States, the United Kingdom, Australia, Japan, and Europe, reinforcing our global brand presence. Strategic Sales and Marketing Execution for Continued Growth Gorilla has firmly established itself as a globally recognized leader in AI-driven edge computing, IoT, and cybersecurity.
In addition, we maintain 29 registered trademarks in Taiwan, the United States, the United Kingdom, Australia, Japan, and Europe, reinforcing our global brand presence. Strategic Sales and Marketing Execution for Continued Growth Gorilla aims to be a globally recognized leader in AI-driven edge computing, IoT, and cybersecurity.
By combining AI-driven compute, networking, and storage, Gorilla delivers next-generation AI infrastructure, capable of handling real-time security monitoring, intelligent automation, and large-scale AI deployments. 44 Gorilla’s Infrastructure Advantage: AI-Powered, Secure, and Scalable Gorilla’s hardware and software synergy provides enterprises with: ● AI-Enhanced Security – Built-in intelligence for cyber threat prevention, network anomaly detection, and video analytics-driven access control. ● Enterprise-Grade Performance – Gorilla appliances are optimized for demanding AI workloads, ensuring high availability and ultra-low latency. ● Future-Proof Scalability – Modular, AI-driven architectures allow enterprises to scale effortlessly from edge to cloud. ● Sustainability & Cost Efficiency – Power-optimized designs reduce energy consumption while maintaining high-performance compute capabilities.
Gorilla ’ s Infrastructure Advantage: AI-Powered, Secure, and Scalable Gorilla’s hardware and software synergy provides enterprises with: ● AI-Enhanced Security – Built-in intelligence for cyber threat prevention, network anomaly detection, and video analytics-driven access control. ● Enterprise-Grade Performance – Gorilla appliances are optimized for demanding AI workloads, ensuring high availability and ultra-low latency. ● Future-Proof Scalability – Modular, AI-driven architectures allow enterprises to scale effortlessly from edge to cloud. ● Sustainability & Cost Efficiency – Power-optimized designs reduce energy consumption while maintaining high-performance compute capabilities.
Gorilla’s AI-powered security solutions safeguard networks, endpoints, and critical infrastructure, ensuring a secure, adaptive, and intelligent digital environment. 28 Unique Selling Points At Gorilla, we aim to redefine the standards of innovation, agility, and security , delivering transformative solutions that empower businesses and governments to operate with intelligence, efficiency, and resilience. ● Revolutionizing Urban Infrastructure with Smart City Solutions Our AI-driven Smart City solutions enable governments to build intelligent, responsive, and sustainable urban environments.
Unique Selling Points At Gorilla, we aim to redefine the standards of innovation, agility, and security , delivering transformative solutions that empower businesses and governments to operate with intelligence, efficiency, and resilience. ● Revolutionizing Urban Infrastructure with Smart City Solutions Our AI-driven Smart City solutions enable governments to build intelligent, responsive, and sustainable urban environments.
Gorilla IVAs enables retailers to better target product marketing strategies, especially with Point of Sale (“POS”) data, conversion rates, and consumer preferences with visual overviews of top-performing traffic, people count, gender, and ages for single and multi-store environments.
Gorilla IVAs enables retailers to better target product marketing strategies, especially with Point of Sale (“POS”) data, conversion rates, and consumer preferences with visual overviews of top-performing traffic, people count, gender, and ages for single and multi-store environments. Gorilla’s IVAs and insights assist clients to optimize store layout, product promotion, and marketing strategies, comparing data over time and across sources.
Revenue is typically recognized as performance obligations are satisfied over time. Once the relevant billing milestone is achieved, an invoice is issued to the customer there by generating a trade receivable, reducing contract assets. Government Clients A significant portion of our customers are government agencies.
Revenue is typically recognized as performance obligations are satisfied over time. Once the relevant billing milestone is achieved, an invoice is issued to the customer, resulting in recognition of accounts receivable and a corresponding reduction in contract assets. Government Clients A significant portion of our customers are government agencies.
Gorilla Intelligent Edge & Network Appliances Gorilla’s Customer Premises Equipment (“CPEs”) and network appliances are designed for: ● AI-Driven Cybersecurity – Optimized for deep packet inspection, threat detection, and firewall capabilities. ● Edge AI Processing – Enables real-time analytics at the network edge, reducing latency for security monitoring, smart surveillance, and industrial IoT. ● High-Performance & Energy Efficiency – Optimized compute power ensures 24/7 mission-critical reliability while keeping power consumption low. ● Custom-Built for Enterprises – Modular, scalable, and tailored for zero-trust security, industrial AI, and next-gen IoT deployments.
This allows us to provide secure, scalable solutions by combining hardware and software that meet the needs of our customers. 32 Table of Contents Gorilla Intelligent Edge & Network Appliances Gorilla’s CPEs and network appliances are designed for: ● AI-Driven Cybersecurity – Optimized for deep packet inspection, threat detection, and firewall capabilities. ● Edge AI Processing – Enables real-time analytics at the network edge, reducing latency for security monitoring, smart surveillance, and industrial IoT. ● High-Performance & Energy Efficiency – Optimized compute power ensures 24/7 mission-critical reliability while keeping power consumption low. ● Custom-Built for Enterprises – Modular, scalable, and tailored for zero-trust security, industrial AI, and next-gen IoT deployments.
Key Features Facial Recognition Authentication Mobile App Authentication Server-Side Authentication FR-MOTP Server Storage Scalability for any Deployment ● Security Operations Center (“SOC”): 24/7 Threat Intelligence & Incident Response Gorilla’s SOC safeguards critical infrastructure and communities against ever-evolving cyber threats. Building and maintaining an in-house SOC is resource-intensive and requires specialized expertise, advanced technologies, and 24/7 monitoring capabilities.
Key Features Facial Recognition Authentication Mobile App Authentication Server-Side Authentication FR-MOTP Server Storage Scalability for any Deployment ● Security Operations Center ( “ SOC ” ): 24/7 Threat Intelligence & Incident Response Gorilla’s SOC safeguards critical infrastructure and communities against ever-evolving cyber threats.
ITEM 4: INFORMATION ON THE COMPANY 4.A. HISTORY AND DEVELOPMENT OF THE COMPANY General Corporate Information Gorilla was incorporated in 2001 as a Cayman Islands exempted company, and our principal executive office is located at Meridien House, 42 Upper Berkeley Street, Marble Arch, London United Kingdom W1H 5QJ. Our legal and commercial name is Gorilla Technology Group Inc.
ITEM 4: INFORMATION ON THE COMPANY 4.A. HISTORY AND DEVELOPMENT OF THE COMPANY General Corporate Information Gorilla was incorporated in 2001 as a Cayman Islands exempted company, and our principal executive office is located at 64 North Row, London, United Kingdom W1K 7DA. Our legal and commercial name is Gorilla Technology Group Inc. Our company incorporation number is 110283.
Our company incorporation number is 110283. Our registered office address in the Cayman Islands is located at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. Our website address is https://www.gorilla-technology.com , and our telephone number is +442039880574.
Our registered office address in the Cayman Islands is located at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. Gorilla’s ordinary shares were listed on the Nasdaq Capital Market on July 14, 2022. Our website address is https://www.gorilla-technology.com , and our telephone number is +442039880574.
By establishing an engagement relationship with them Gorilla strives to further optimize and or design bespoke appliances that are optimized for our specific needs as required. This allows us to provide secure, scalable solutions by combining hardware and software that meet the needs of our customers.
By establishing an engagement relationship with them Gorilla strives to further optimize and or design bespoke appliances that are optimized for our specific needs as required.
See the sections of this Annual Report titled “ Risk Factors — Seasonality may cause fluctuations in our results of operations and position ” and Item 5.A . “Operating Results — Quarterly Revenue Trends ” for more information.
See the sections of this Annual Report titled “ Risk Factors — We may experience fluctuations in our results of operations, cash flows and position due to various factors, including seasonality and the timing of material capital spending in long-term contracts ” and Item 5.A . “ Operating Results — Quarterly Revenue Trends ” for more information.
Once trained and deployed for specific clients, the IVAs generate real-time recognition and identification of objects within the parameters set by the end-user for several uses — most notably, the identification of weapons and abandoned baggage for immediate security response. ● Business Intelligence Gorilla’s Smart Retail Solution offers a comprehensive, real-time analytical tool for single and multi-store managers.
Once trained and deployed for specific clients, the IVAs generate real-time recognition and identification of objects within the parameters set by the end-user for several uses — most notably, the identification of weapons and abandoned baggage for immediate security response. ● Battery Charging Abnormality and Thermal Anomaly Detection Gorilla’s Battery Charging Abnormality Detection IVA leverages infrared and thermal camera imagery to monitor battery systems during charging operations.
This flexible approach allows us to rapidly scale into new regions without the overhead of full-scale operations, ensuring that our AI technology is readily available to governments and enterprises worldwide. 31 Commitment to Research & Development and AI Innovation Our dedicated R&D team, comprising of 44 highly skilled engineers, focuses on developing next-generation AI capabilities, including: ● Advanced facial recognition and video analytics models for security and automation. ● AI-driven cybersecurity solutions that detect and neutralize threats in real time. ● Optimized edge computing frameworks for faster, more efficient AI processing.
The team focuses on developing next-generation AI capabilities, including: ● Advanced facial recognition and video analytics models for security and automation. ● AI-driven cybersecurity solutions that detect and neutralize threats in real time. ● Optimized edge computing frameworks for faster, more efficient AI processing.
Our Managed Services offering is designed to fill this operational gap, providing governments and enterprises with ongoing expert support, training, and localized operational capabilities to ensure that mission-critical systems remain secure, efficient, and fully optimized. 47 Beyond Deployment: A Long-Term Operational Partnership Through our Managed Services, we do more than just deploy solutions—we take on the responsibility of operational excellence by: ● Deploying Gorilla’s own experts to oversee and manage mission-critical infrastructures. ● Augmenting with local in-market resources, who are trained and integrated into the operations. ● Ensuring continuous knowledge transfer to build long-term operational capabilities. ● Providing ongoing monitoring, threat mitigation, and performance optimization to keep systems running at peak efficiency.
Regulatory and data sovereignty considerations ● GPUaaS offerings are designed to support jurisdiction specific regulatory requirements, including data residency, cybersecurity, national infrastructure and sector specific compliance obligations applicable to government and regulated enterprise customers. ● Regulatory requirements vary by geography and may impact where infrastructure is located, how data is processed and who may access compute resources. ● Changes in laws regulations or government policies related to data protection export controls, AI governance or critical infrastructure, may increase compliance costs, restrict deployments or limit customer adoption. 36 Table of Contents Beyond Deployment: A Long-Term Operational Partnership Through our Managed Services, we do more than just deploy solutions—we take on the responsibility of operational excellence by: ● Deploying Gorilla’s own experts to oversee and manage mission-critical infrastructures. ● Augmenting with local in-market resources, who are trained and integrated into the operations. ● Ensuring continuous knowledge transfer to build long-term operational capabilities. ● Providing ongoing monitoring, threat mitigation, and performance optimization to keep systems running at peak efficiency.
Whether supporting smart city automation, enterprise security, or AI-driven video intelligence, Gorilla’s high-performance hardware and intelligent networking solutions mitigate risks, automate responses, and enable real-time decision-making. 2. IoT & Big Data Analytics: Transforming Data into Intelligence ● Connected Devices & Smart Edge Processing The rise of IoT has led to an explosion of real-time data.
IoT & Big Data Analytics: Transforming Data into Intelligence ● Connected Devices & Smart Edge Processing The rise of IoT has led to an explosion of real-time data.
Gorilla’s IVAs and insights assist clients to optimize store layout, product promotion, and marketing strategies, comparing data over time and across sources. 34 Core Video Analytics products includes the following: ● Intelligent Video Analytics Recorder (“IVAR®”) IVAR® is an all-in-one video management system for AI-powered video analytics.
Core Video Analytics products include the following: ● Intelligent Video Analytics Recorder ( “ IVAR ®” ) IVAR® is an all-in-one video management system for AI-powered video analytics.
Our routers, switches, servers, storage devices, Intel GAUDI-based GPUs, CPEs, and edge IoT devices serve as the backbone for our AI-driven applications, ensuring seamless connectivity, security, and performance for modern enterprises and cities. ● Datacenter-to-Edge Convergence With hybrid infrastructure capabilities, Gorilla enables real-time data processing, AI-powered computing, and network security at the edge and across enterprise environments.
This evolution reflects the growing need for dedicated, controllable, and high-performance AI compute environments that extend beyond edge-only deployments. ● Datacenter-to-Edge Convergence With hybrid infrastructure capabilities, Gorilla enables real-time data processing, AI-powered computing, and network security at the edge and across enterprise environments.
By moving computation closer to where data is generated, we reduce latency, optimize bandwidth, and ensure AI-driven insights are accessible when and where they matter most. ● The Future of Hybrid Infrastructure Our infrastructure solutions empower businesses to scale efficiently, ensuring cyber resilience and operational continuity.
By moving computation closer to where data is generated, we reduce latency, optimize bandwidth, and ensure AI-driven insights are accessible when and where they matter most. ● AI Datacenter Infrastructure & GPU-as-a-Service (GPUaaS) As part of its Infrastructure pillar, Gorilla has established a standalone Datacenter and GPU-as-a-Service ( “ GPUaaS ” ) product line , delivering high-performance AI compute capacity as a consumable service to enterprise, government, and infrastructure customers.
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The effective date of the registration statement (Commission File No. 333-262069) registering certain ordinary shares offered pursuant to the Business Combination Agreement upon which Gorilla’s ordinary shares were listed on the Nasdaq Capital Market was July 7, 2022. The Transactions closed on July 13, 2022.
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Our infrastructure portfolio spans routers, switches, servers, storage systems, Customer Premises Equipment (“CPEs”), edge IoT devices, and AI-optimized computing platforms that support secure, high-performance deployments across enterprise, government, and smart city environments. Historically, this pillar focused on enabling AI workloads at the network edge, reducing latency, improving resilience, and minimizing reliance on centralized cloud infrastructure.
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As AI workloads have evolved in scale and computational intensity, Gorilla has expanded this pillar to encompass datacenter-grade, GPU-accelerated infrastructure , designed to support large-scale AI training, inference, and analytics.
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Gorilla’s GPUaaS platform provides access to GPU-accelerated compute resources optimized for AI model training, large-scale inference, simulation, and advanced analytics. These resources are delivered through enterprise-grade datacenter architectures incorporating high-bandwidth networking, scalable storage, and secure operational frameworks. GPUaaS is offered as an independent commercial product line , allowing customers to consume AI compute capacity without adopting Gorilla’s application-layer solutions.
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This enables organizations to deploy AI workloads while avoiding the capital intensity, operational complexity, and supply chain constraints associated with building and operating AI-ready datacenters internally. The global AI industry is undergoing a structural shift driven by accelerating demand for GPU compute, constrained hardware supply, and increasing regulatory and data sovereignty requirements.
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While hyperscale public cloud providers offer generalized compute services, many organizations face limitations related to cost predictability, workload contention, compliance obligations, latency sensitivity, and control over AI infrastructure. Gorilla’s GPUaaS platform is designed to address these challenges by offering purpose-built AI infrastructure aligned with mission-critical, regulated, and performance-sensitive environments.
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By delivering dedicated or logically isolated GPU resources and supporting deployment models aligned with local regulatory and security requirements, Gorilla differentiates its infrastructure offerings from generalized cloud-based alternatives.
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This positioning enables Gorilla to serve customers seeking scalable AI compute capacity while maintaining control, predictability, and compliance across their AI workloads. ● The Future of Hybrid Infrastructure Gorilla’s infrastructure solutions empower organizations to scale efficiently across edge, core, and datacenter environments.
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Whether supporting smart city automation, enterprise security, AI model development, or large-scale analytics, Gorilla’s AI-optimized infrastructure enables secure, resilient, and high-performance deployments. By integrating edge intelligence with datacenter-grade GPU acceleration, Gorilla delivers a unified infrastructure foundation capable of supporting the next generation of AI-driven applications. 2.
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Gorilla’s AI-powered security solutions safeguard networks, endpoints, and critical infrastructure, ensuring a secure, adaptive, and intelligent digital environment.
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This flexible approach allows us to rapidly scale into new regions without the overhead of full-scale operations, ensuring that our AI technology is readily available to governments and enterprises worldwide. 20 Table of Contents Commitment to Research & Development and AI Innovation Our dedicated R&D team consists of 67 highly skilled engineers.
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Using AI-Driven pattern recognition and computer vision models, this IVA identifies indicators of worn, damaged, or degraded tires, including deformation and structural anomalies. o Vehicle & License Plate Recognition identifies vehicles and recognize license plates with high precision, supporting law enforcement, parking management, and toll collection systems. o Vehicle Path Analysis tracks the movement patterns of vehicles to optimize traffic flow, improve road safety, and analyze driver behavior over specific routes. o Vehicle Direction Violation detects vehicles traveling in the wrong direction and generate real-time alerts to prevent accidents and ensure compliance with traffic rules. o The License Plate Detection and Recognition recognizes license plates on static or moving vehicles under the privacy regulation applied to each region. ● Object Recognition Object Recognition IVAs detect and recognize specific objects.
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By analyzing temperature distribution, heat signatures, and abnormal thermal patterns, this IVA detects early indicators of overheating, thermal runaway risk, or irregular charging behavior. This IVA is designed for deployment in environments such as electric vehicle charging stations, battery storage facilities, industrial charging areas, and transportation depots.
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By identifying abnormal heat patterns in real time, the system enables early intervention, reducing fire risk, equipment damage, and operational downtime. 23 Table of Contents ● Business Intelligence Gorilla’s Smart Retail Solution offers a comprehensive, real-time analytical tool for single and multi-store managers.
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Building and maintaining an in-house SOC is resource-intensive and requires specialized expertise, advanced technologies, and 24/7 monitoring capabilities.
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By combining AI-driven compute, networking, and storage, Gorilla delivers next-generation AI infrastructure, capable of handling real-time security monitoring, intelligent automation, and large-scale AI deployments.
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Our Managed Services offering is designed to fill this operational gap, providing governments and enterprises with ongoing expert support, training, and localized operational capabilities to ensure that mission-critical systems remain secure, efficient, and fully optimized. Datacenter Practice & GPU-as-a-Service (GPUaaS) Gorilla’s Datacenter Practice and GPU-as-a-Service (“GPUaaS”) is a standalone infrastructure offering that delivers AI-optimized, GPU-accelerated compute capacity as a service.
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Designed to support large-scale AI training, inference, simulation, and analytics workloads, GPUaaS enables enterprises and government organizations to access high-performance AI compute without the need to build, operate, or maintain complex AI-ready datacenter environments. This offering is independent of Gorilla’s application-layer products and may be consumed by customers to support their own AI models, platforms, and workloads.
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Key Benefits ● Access to High-Performance AI Compute — Provides GPU-accelerated compute resources optimized for AI-intensive workloads, including training, fine-tuning, and large-scale inference. 35 Table of Contents ● Reduced Capital and Operational Complexity — Eliminates the need for upfront investment in datacenter construction, GPU procurement, and specialized operational expertise. ● Predictable Performance for AI Workloads — Delivers dedicated or logically isolated GPU environments to ensure consistent performance without contention from generalized compute platforms. ● Support for Regulated and Sovereign Environments — Designed to align with data residency, security, and compliance requirements applicable to government and regulated industries. ● Scalable AI Infrastructure — Enables customers to scale AI compute capacity in line with workload demand without long infrastructure lead times. ● Flexible Consumption Model — Allows organizations to consume GPU compute as a service rather than managing physical infrastructure assets.
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Key Features GPU-Accelerated Compute Clusters Optimized for AI Training and Inference Dedicated or Logically Isolated GPU Environments High-Bandwidth, Low-Latency Networking Fabric for Data-Intensive Workloads Integration with Edge and Hybrid AI Deployments Scalable Storage Architectures for AI, Video, and Analytics Data Designed for Mission-Critical and Performance-Sensitive Use Cases Secure, Enterprise-Grade Operational and Orchestration Frameworks Commercial status and revenue maturity ● Gorilla’s GPUaaS offering is in the early commercial deployment phase, with infrastructure capacity being brought online in line with contracted customer engagements, pilot deployments and a qualified sales pipeline. ● Revenue is generated through usage-based capacity commitments, fixed term infrastructure access agreements and managed compute services depending on customer requirements. ● While GPUaaS is not yet the primary revenue driver of our infrastructure pillar, we expect it to grow as a proportion of infrastructure related revenues as utilization rates increase and additional capacity is deployed.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe following table sets forth Gorilla’s consolidated results of operations data for the years presented: Year Ended December 31, 2024 Compared with to Year Ended December 31, 2023 The following table summarizes our historical results of operations for the years indicated: Year Ended December 31 2024 2023 Dollars in Percentage of Dollars in Percentage of Change Change Thousands Net Revenue Thousands Net Revenue $ % Revenue $ 74,674 100.0 % $ 64,695 100.0 % $ 9,979 15.4 % Cost of revenue (37,366 ) -50.0 % (19,976 ) -30.9 % (17,390 ) 87.1 % Gross profit 37,308 50.0 % 44,719 69.1 % (7,411 ) -16.6 % Operating expense (104,250 ) -139.6 % (27,660 ) -42.8 % (76,590 ) 276.9 % Operating income (loss) (66,942 ) -89.6 % 17,059 26.4 % (84,001 ) -492.4 % Financial income (expense), net 837 1.1 % (48 ) -0.1 % 885 1843.8 % Income (loss) for the year $ (64,795 ) -86.8 % $ 13,496 20.9 % $ (78,291 ) -580.1 % Net Revenue Net revenue by segment, in dollars and as a percentage of total net revenue, and the year-over-year dollar and percentage change in net revenue are as follows: Year Ended December 31 2024 2023 Dollars in Percentage of Dollars in Percentage of Change Change Thousands Net Revenue Thousands Net Revenue $ % Security Convergence $ 71,896 96.3 % $ 61,790 95.5 % $ 10,106 16.4 % Video IoT 2,778 3.7 % 2,905 4.5 % (127 ) -4.4 % Total $ 74,674 100.0 % $ 64,695 100.0 % $ 9,979 15.4 % Our revenue increased by $9.98 Million or 15.4% for the year ended December 31, 2024 compared to approximately $42.29 million increase in December 2023.
Biggest changeThe following table sets forth Gorilla’s consolidated results of operations data for the years presented: Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 The following table summarizes our historical results of operations for the years indicated: Year ended December 31, 2025 2024 Dollars in Thousands Percentage of Net Revenue Dollars in Thousands Percentage of Net Revenue Change $ Change % Revenues, net $ 101,361 100.0 % $ 74,674 100.0 % $ 26,687 35.7 % Cost of revenues (67,485 ) -66.6 % (37,366 ) -50.0 % (30,119 ) 80.6 % Gross profit 33,876 33.4 % 37,308 50.0 % (3,432 ) -9.2 % Operating expense (47,545 ) -46.9 % (104,250 ) -139.6 % 56,705 -54.4 % Operating loss (13,669 ) -13.5 % (66,942 ) -89.6 % 53,273 -79.6 % Financial income, net 2,733 2.7 % 837 1.1 % 1,896 226.5 % Net loss $ (11,277 ) -11.1 % $ (64,795 ) -86.8 % $ 53,518 -82.6 % Revenues, net Revenues, net by reportable segments are as follows: Year ended December 31, 2025 2024 Dollars in Thousands Percentage of Revenue, net Dollars in Thousands Percentage of Revenue, net Change $ Change % Security Convergence $ 97,841 96.5 % $ 71,896 96.3 % $ 25,945 36.1 % Video IoT 3,520 3.5 % 2,778 3.7 % 742 26.7 % Total $ 101,361 100.0 % $ 74,674 100.0 % $ 26,687 35.7 % Our revenue for fiscal year 2025 increased by $26.69 million, or 35.7% compared to fiscal year 2024.
Award recipients who are granted restricted shares generally have all of the rights of a shareholder with respect to those shares, provided that dividends and other distributions will not be paid in respect of unvested shares unless otherwise determined by the compensation committee and, in such case, only once such unvested shares vest. Share Unit Awards.
Award recipients who are granted restricted shares generally have all of the rights of a shareholder with respect to those shares, provided that dividends and other distributions will not be paid in respect of unvested shares unless otherwise determined by the compensation committee and, in such case, only once such unvested shares vest. Restricted Share Unit Awards.
Levy was twice awarded the Thought Leader and Culture Carrier award by the UK Executive Board. The award recognizes senior managing directors of the firm who exemplify values and leadership qualities of excellence. Mr. Levy holds a bachelor’s degree in physics from Harvard University, and dual master’s degrees in physics and in financial engineering from the University of Michigan.
Levy was twice awarded the Thought Leader and Culture Carrier award by the UK Executive Board. The award recognizes senior managing directors of the firm who exemplify values and leadership qualities of excellence. Mr. Levy holds a bachelor’s degree in physics from Harvard University, and dual master’s degrees in physics and in financial engineering from the University of Michigan. Dr.
Liquidity and Capital Resources,” for a discussion of the most recent trends in our revenues and expenses by the end of fiscal 2024, including a discussion of known trends, uncertainties, demands, commitments or events that we believe are reasonably likely to have a material effect on our revenues, income from operations, profitability, liquidity or capital resources, or that would cause reported financial information to be not necessarily indicative of our future operating results or financial condition. 5.E.
Liquidity and Capital Resources, ” for a discussion of the most recent trends in our revenues and expenses by the end of fiscal year 2025, including a discussion of known trends, uncertainties, demands, commitments or events that we believe are reasonably likely to have a material effect on our revenues, income from operations, profitability, liquidity or capital resources, or that would cause reported financial information to be not necessarily indicative of our future operating results or financial condition. 5.E.
Investing in Growth and Scaling Our Business At Gorilla Technology, we are unwavering in our focus on long-term growth and revenue potential.
Investing in Growth and Scaling Our Business At Gorilla, we are unwavering in our focus on long-term growth and revenue potential.
The aggregate number of ordinary shares that may be issued pursuant to share awards under the 2023 Plan will not exceed the sum of (i) 1,000,000 ordinary shares (as adjusted for share splits, share dividends, combinations, and the like, including the Reverse Split), plus (ii) an annual increase on the first day of each fiscal year, for a period of not more than ten years, beginning on January 1, 2024 and ending on (and including) January 1, 2033, in an amount equal to the lesser of (x) 5% of our outstanding ordinary shares on the last day of the immediately preceding fiscal year or (y) such lesser amount (including zero) that the compensation committee (as defined below) determines for purposes of the annual increase for that fiscal year.
Pursuant to the terms of the 2023 Plan, the aggregate number of ordinary shares that may be issued pursuant to share awards under the 2023 Plan will not exceed the sum of (i) 1,000,000 ordinary shares (as adjusted for the Reverse Split), plus (ii) an annual increase on the first day of each fiscal year, for a period of not more than ten years, beginning on January 1, 2024 and ending on (and including) January 1, 2033, in an amount equal to the lesser of (x) 5% of our outstanding ordinary shares on the last day of the immediately preceding fiscal year or (y) such lesser amount (including zero) that the compensation committee (as defined below) determines for purposes of the annual increase for that fiscal year.
In addition, changes in spending policies, budget priorities and funding levels, including current and future stimulus packages, are key factors influencing the purchasing levels of Government customers. 53 Egypt Contract On June 26, 2023, Gorilla entered into a Firm-Fixed Price Contract for building a secure governmental air-gapped network (the “Egypt Contract”) with the Government of the Arab Republic of Egypt (“GoE”).
In addition, changes in spending policies, budget priorities and funding levels, including current and future stimulus packages, are key factors influencing the purchasing levels of government customers. 42 Table of Contents Egypt Contract On June 26, 2023, Gorilla entered into a Firm-Fixed Price Contract for building a secure governmental air-gapped network (the “Egypt Contract”) with the Government of the Arab Republic of Egypt (“GoE”).
The audit committee consists of Ruth Kelly, Gregg Walker, and Evan Medeiros. Each of the members of the audit committee is independent under the applicable Nasdaq listing standards. The audit committee has a written charter.
The audit committee consists of Ruth Kelly, Gregg Walker, Evan Medeiros and Keith Levy. Each of the members of the audit committee is independent under the applicable Nasdaq listing standards. The audit committee has a written charter.
Corporate Governance Practices As a foreign private issuer, Gorilla may generally follow home country practice with respect to certain matters of corporate governance in lieu of the comparable governance provisions of the Nasdaq Listing Rules, except for certain matters including the composition and responsibilities of the audit committee and the independence of its members within the meaning of the rules and regulations of the SEC. 72 Gorilla intends to follow home country practice in lieu of Nasdaq corporate governance requirements with respect to the following Nasdaq requirements: ● Executive Sessions.
Corporate Governance Practices As a foreign private issuer, Gorilla may generally follow home country practice with respect to certain matters of corporate governance in lieu of the comparable governance provisions of the Nasdaq Listing Rules, except for certain matters including the composition and responsibilities of the audit committee and the independence of its members within the meaning of the rules and regulations of the SEC. 61 Table of Contents Gorilla intends to follow home country practice in lieu of Nasdaq corporate governance requirements with respect to the following Nasdaq requirements: ● Executive Sessions.
Such assumptions and estimates have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year. For more information on critical accounting estimates, see to Note 4 to our consolidated financial statements included elsewhere in this annual report. 64 Item 6: DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 6.A.
Such assumptions and estimates have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year. For more information on critical accounting estimates, see Note 4 to our consolidated financial statements included elsewhere in this annual report. 53 Table of Contents ITEM 6: DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 6.A.
Internal Revenue Code (the “Code”), any ordinary shares that become available for issuance under the 2023 Plan on account of (i) an award being forfeited before all underlying shares have been issued or settled, or (ii) a portion of the shares underlying an award being withheld to satisfy the exercise price or tax withholding of such award. 68 Grants to Outside Directors.
Internal Revenue Code (the “Code”), any ordinary shares that become available for issuance under the 2023 Plan on account of (i) an award being forfeited before all underlying shares have been issued or settled, or (ii) a portion of the shares underlying an award being withheld to satisfy the exercise price or tax withholding of such award. 57 Table of Contents Grants to Outside Directors.
“Key Information – 3.D. Risk Factors for a discussion of forward-looking statements and important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
“ Key Information – 3.D. Risk Factors for a discussion of forward-looking statements and important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
Backlog represents management’s estimates and is subject to change due to adjustments in project scope, timing of delivery, or other contractual modifications, as applicable. 58 Results of Operations The results of operations presented below should be reviewed in conjunction with the consolidated financial statements and notes included elsewhere in this annual report.
Backlog represents management’s estimates and is subject to change due to adjustments in project scope, timing of delivery, or other contractual modifications, as applicable. 47 Table of Contents Results of Operations The results of operations presented below should be reviewed in conjunction with the consolidated financial statements and notes included elsewhere in this annual report.
We intend to pursue additional intellectual property protection to the extent we believe it would be beneficial and cost effective. 5.D. TREND INFORMATION Please refer to Item 5. “Operating and Financial Review and Prospects – 5.A. Operating Results and 5.B.
We intend to pursue additional intellectual property protection to the extent we believe it would be beneficial and cost effective. 5.D. TREND INFORMATION Refer to Item 5. “ Operating and Financial Review and Prospects – 5.A. Operating Results and 5.B.
Gorilla’s performances under the Egypt Contract are secured by a bank guarantee of approximately 5% of the Contract Price, currently totaling EGP 400 million. This amount may increase in case of certain performance delays and will be returned upon contract completion and a 12-month warranty period.
Gorilla’s performances under the Egypt Contract are secured by a bank guarantee of approximately 4% of the Contract Price, currently totaling approximately EGP 309 million. This amount may increase in case of certain performance delays and will be returned upon contract completion and a 12-month warranty period.
None of Gorilla’s employees are represented by labour unions or covered by collective bargaining agreements. Gorilla maintains positive employee relations, which have contributed to uninterrupted operations and a stable workforce. 6.E. SHARE OWNERSHIP For information regarding the share ownership of directors and officers, see Item 7. “ Major Shareholders and Related Party Transactions – 7.A.
None of Gorilla’s employees are represented by labor unions or covered by collective bargaining agreements. Gorilla maintains positive employee relations, which have contributed to uninterrupted operations and a stable workforce. 6.E. SHARE OWNERSHIP For information regarding the share ownership of directors and senior management, see Item 7. “ Major Shareholders and Related Party Transactions – 7.A.
Evan Medeiros, Gregg Walker and Ruth Kelly are Class II directors. 71 Meetings and Committees of the Board of Directors Gorilla has established a separately standing audit committee, compensation committee, and nominating and corporate governance committee (the “nominating committee”). Audit Committee Information Gorilla has established an audit committee comprised of independent directors.
Evan Medeiros, Gregg Walker and Ruth Kelly are Class II directors. 60 Table of Contents Meetings and Committees of the Board of Directors Gorilla has established a separately standing audit committee, compensation committee, and nominating and corporate governance committee (the “nominating committee”). Audit Committee Information Gorilla has established an audit committee comprised of independent directors.
Gorilla expects these costs, in the long run, to increase over time as our expansion into different markets continues and additional tools and personnel are implemented. 57 In addition to the costs paid to our directly employed sales and marketing staff, we contract with sales representatives to support marketing activities for Gorilla in specific regions and territories.
Gorilla expects these costs, in the long run, to increase over time as our expansion into different markets continues and additional tools and personnel are implemented. 46 Table of Contents In addition to the costs paid to our directly employed sales and marketing staff, we contract with sales representatives to support marketing activities for Gorilla in specific regions and territories.
The purpose of the compensation committee is to review and approve compensation paid to Gorilla’s officers and directors and to administer Gorilla’s incentive compensation plans, if any, including authority to make and modify awards under such plans.
The purpose of the compensation committee is to review and approve compensation paid to Gorilla’s senior management and directors and to administer Gorilla’s incentive compensation plans, if any, including authority to make and modify awards under such plans.
Adoption of Gorilla’s product and service offering Gorilla’s future success depends on a large part on the market adoption of our product and services and the level to which they can be integrated into their pre-existing information technology (“IT”) and operational technology infrastructure.
Adoption of Gorilla ’ s product and service offering Gorilla’s future success depends on a large part on the market adoption of our product and services and the level to which they can be integrated into their pre-existing information technology and operational technology infrastructure.
Expansion of Gorilla’s Geographic Coverage and Customer Base / Acquiring New Customers Gorilla Technology seeks to capitalize on its position as a leader in AI-driven Video Analytics, AI-driven IoT, Infrastructure and cybersecurity solutions to further expand its geographic reach and customer base.
Expansion of Gorilla ’ s Geographic Coverage and Customer Base / Acquiring New Customers Gorilla seeks to capitalize on its position as a leader in AI-driven Video Analytics, AI-driven IoT, Infrastructure and cybersecurity solutions to further expand its geographic reach and customer base.
We see immense market opportunities in AI, IoT, Infrastructure and cybersecurity, and are determined to leverage our expertise to establish a stronger foothold in both domestic and international markets. 54 To this end, we are committed to substantial investments across organizational functions to scale our operations effectively. This includes: 1.
We see immense market opportunities in AI, IoT, Infrastructure and cybersecurity, and are determined to leverage our expertise to establish a stronger foothold in both domestic and international markets. 43 Table of Contents To this end, we are committed to substantial investments across organizational functions to scale our operations effectively. This includes: 1.
ITEM 5: OPERATING AND FINANCIAL REVIEW AND PROSPECTS The following discussion and analysis of Gorilla’s financial condition and results of operations should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this annual report.
ITEM 5: OPERATING AND FINANCIAL REVIEW AND PROSPECTS The following discussion and analysis of Gorilla ’ s financial condition and results of operations should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this annual report.
A former White House senior advisor to President Obama, he has been the Penner Family Chair in Asia Studies at Georgetown University’s School of Foreign Service since 2018. His research and teaching focuses on the international politics of East Asia, U.S.-China relations and China’s foreign and national security policies.
Evan Medeiros is a renowned expert in international politics and business. A former White House senior advisor to President Obama, he has been the Penner Family Chair in Asia Studies at Georgetown University’s School of Foreign Service since 2018. His research and teaching focuses on the international politics of East Asia, U.S.-China relations and China’s foreign and national security policies.
Security Convergence Gorilla is a pioneer in integrating cybersecurity technologies with operational intelligence. Our solutions are designed to safeguard critical infrastructure and ensure compliance with stringent security standards. 52 Technology Backbone Gorilla’s technologies are underpinned by proprietary machine learning and deep learning algorithms.
Security Convergence Gorilla is a pioneer in integrating cybersecurity technologies with operational intelligence. Our solutions are designed to safeguard critical infrastructure and ensure compliance with stringent security standards. 41 Table of Contents Technology Backbone Gorilla’s technologies are underpinned by proprietary machine learning and deep learning algorithms.
Kelly has been a member of the Vatican’s Council for the Economy, which oversees the Holy See’s finances. Since April 2019, Ms. Kelly has also been a non-executive Director of Heathrow Airport and a member of the airport’s Audit and Finance committees. From April 2016 to March 2019, Ms.
Kelly has been a member of the Vatican’s Council for the Economy, which oversees the Holy See’s finances. Since April 2019, Ms. Kelly has also been a non-executive Director of Heathrow Airport and a member of the airport’s Audit and Finance committees and of its Safety and Operation Risk Committee. From April 2016 to March 2019, Ms.
Each of our non-employee directors received compensation for their service on our Board of Directors in accordance with the terms of our non-employee director compensation policy. In September 2024, we amended our non-employee director compensation policy effective as of July 13, 2024.
During fiscal year 2025, each of our non-employee directors received compensation for their service on our Board of Directors in accordance with the terms of our non-employee director compensation policy. In September 2024, we amended our non-employee director compensation policy effective as of July 13, 2024.
Amendment and Termination. Our Board of Directors will have the authority to amend, suspend, or terminate the 2023 Plan, provided that such action does not materially impair the existing rights of any participant without such participant’s written consent.
Amendment and Termination. Our Board of Directors will have the authority to amend, suspend, or terminate the 2023 Plan, provided that such action does not materially impair the existing rights of any participant without such participant’s written consent. Share Awards Granted in 2025 .
Our success in R&D is driven by our team of 44 highly skilled professionals as of December 31, 2024, of whom approximately: ● 80% hold advanced degrees (master’s or PhD) in fields such as ICT, Physics, or Mathematics, ensuring strong academic foundations. ● 73% have over 10 years of professional experience, bringing deep industry knowledge and expertise in specialized fields like AI, machine learning, video analytics, and cybersecurity.
Our success in R&D is driven by our team of 67 highly skilled professionals as of December 31, 2025, of whom approximately: ● 54% hold advanced degrees (master’s or PhD) in fields such as ICT, Physics, or Mathematics, ensuring strong academic foundations. ● 60% have over 10 years of professional experience, bringing deep industry knowledge and expertise in specialized fields like AI, machine learning, video analytics, and cybersecurity.
Following the closing of this Merger, Gorilla has incurred additional expenses as a result of becoming a public company, including costs to comply with the rules and regulations applicable to companies listed on a national securities exchange, costs related to compliance and reporting obligations, and increased expenses for insurance, investor relations, and professional services.
Gorilla also incurred additional expenses as a result of becoming a public company, including costs to comply with the rules and regulations applicable to companies listed on a national securities exchange, costs related to compliance and reporting obligations, and increased expenses for insurance, investor relations, and professional services.
For an understanding of our operating results and liquidity discussions and analysis, including a year-to-year comparison between fiscal year 2023 and 2022, refer to Item 5. “Operating and Financial Review and Prospects ” in our annual report on Form 20-F filed with the SEC on May 15, 2024. 5.A.
For an understanding of our operating results and liquidity discussions and analysis, including a year-to-year comparison between fiscal year 2024 and 2023, refer to Item 5. “ Operating and Financial Review and Prospects ” in our annual report on Form 20-F filed with the SEC on April 30, 2025. 5.A.
He has helped companies with finance, strategy, and fundraising. His experience includes serving as CFO of SupportRoom, an AI-powered wellness software platform; acting as a director of Medefer, an A.I. platform that connects patients to specialist care across the United Kingdom; Chairman of Life & Soul Pictures, a film production company; and Advisor to Glassbox Media, Echobox and ConsolFreight.
His experience includes serving as CFO of SupportRoom, an AI-powered wellness software platform; acting as a director of Medefer, an A.I. platform that connects patients to specialist care across the United Kingdom; Chairman of Life & Soul Pictures, a film production company; and Advisor to Glassbox Media, Echobox and ConsolFreight.
Restructuring costs – includes expenses related to organizational restructuring, including severance payments. 2. Exchange loss from currency devaluation – is the devaluation of monetary assets denominated in the Egyptian pound arising from the sharp depreciation of the Egyptian pound against the U.S. dollar in March 2024. 3.
Restructuring costs – includes expenses related to organizational restructuring, including severance payments. 2. Exchange loss from currency devaluation – is the devaluation of monetary assets denominated in the Egyptian pound primarily due to depreciation of the Egyptian pound against the U.S. dollar. 3.
The 2023 Plan provides for incentive stock options, or ISOs, non-qualified stock options, or NSOs, restricted share awards, share unit awards, share appreciation rights, other share-based awards, performance-based share awards, (collectively, “share awards”) and cash-based awards (share awards and cash-based awards are collectively referred to as “awards”).
The 2023 Plan provides for incentive stock options, or ISOs, non-qualified stock options, or NSOs, share awards (commonly referred to as “restricted share units” or “RSUs,”) share unit awards, share appreciation rights, other share-based awards, performance-based share awards, (collectively, “share awards”) and cash-based awards (share awards and cash-based awards are collectively referred to as “awards”).
Each RSU provides the recipient the right to acquire one ordinary share (or an equivalent cash amount) upon the satisfaction of certain conditions, including any vesting arrangement, established by the compensation committee and as set forth in a restricted share unit award agreement. The 2023 Plan contains the following features and terms: Share Awards.
Each share unit provides the recipient the right to acquire one ordinary share (or an equivalent cash amount) upon the satisfaction of certain conditions, including any vesting arrangement, established by the compensation committee and as set forth in a restricted share unit award agreement.
The March 2024 EGP devaluation against USD has impacted and may continue to negatively impact our cash flow from operations in the next few years since the Egypt Contract is fixed price EGP while we incur project costs mainly in USD.
The Egyptian Pound (“EGP”) devaluation against USD has impacted and may continue to negatively impact our cash flow from operations in the next few years since the Egypt Contract is fixed price EGP while we incur project costs primarily in USD.
Some of the information contained in this discussion and analysis, including information with respect to Gorilla’s planned investments in its research and development, sales and marketing, and general and administrative functions, includes forward-looking statements that involve risks and uncertainties. You should review the sections titled “Special Note Regarding Forward-Looking Statements and Risk Factor Summary” and Item 3.
Some of the information contained in this discussion and analysis, including information with respect to Gorilla ’ s planned investments in its research and development, sales and marketing, and general and administrative functions, includes forward-looking statements that involve risks and uncertainties. You should review the sections titled “ Special Note Regarding Forward-Looking Statements ” and Item 3.
Payment, if any, will be made in accordance with the terms of the award, and may be made in cash or in ordinary shares, as determined by the compensation committee. Performance-Based Awards.
The compensation committee may grant cash-based awards in such number and upon such terms as it will determine. Payment, if any, will be made in accordance with the terms of the award, and may be made in cash or in ordinary shares, as determined by the compensation committee. Performance-Based Awards.
As of December 31, 2024 and 2023, we had cash and cash equivalents of $21.70 million and $5.31 million, respectively, and restricted cash and time deposits with maturities exceeding three months but less than one year of $15.77 million and $27.83 million, respectively.
As of December 31, 2025 and 2024, we had cash and cash equivalents of $99.53 million and $21.70 million, respectively, and restricted cash and time deposits with maturities exceeding three months but less than one year of $5.30 million and $15.77 million, respectively.
Trends and Key Factors Affecting Gorilla’s Performance The performance of our business depends on a number of factors, such as the following.
Trends and Key Factors Affecting Gorilla ’ s Performance The performance of our business depends on a number of factors, such as the following.
Research and development expenses were $2.11 million in 2024 and $3.70 million in 2023 and accounted for 2.8% and 5.7% of our net revenue, respectively. Our success depends, in part, on our ability to protect the proprietary methods and technologies that we develop or otherwise acquire.
Research and development expenses were $3.07 million in fiscal year 2025 and $2.11 million in fiscal year 2024 and accounted for 3.0% and 2.8% of our net revenue, respectively. Our success depends, in part, on our ability to protect the proprietary methods and technologies that we develop or otherwise acquire.
Gregg Walker serves as a financial expert on the audit committee. Compensation Committee Information The board of directors of Gorilla has established a compensation committee. The compensation committee consists of Ruth Kelly, Gregg Walker, and Evan Medeiros. The compensation committee has a written charter.
Compensation Committee Information The board of directors of Gorilla has established a compensation committee. The compensation committee consists of Ruth Kelly, Gregg Walker, and Evan Medeiros. The compensation committee has a written charter.
He holds master’s degrees from the University of Cambridge (International Relations) and SOAS London (China Studies) and a Ph.D. in International Relations from the London School of Economics and Political Science. Rt. Hon. Ruth Kelly has been a director since the closing of the Merger on July 13, 2022. Since March 2023, Ms.
He holds master’s degrees from the University of Cambridge (International Relations) and SOAS London (China Studies) and a Ph.D. in International Relations from the London School of Economics and Political Science. Gregg Walker has been a director since the closing of the Merger on July 13, 2022. Mr.
DIRECTORS AND SENIOR MANAGEMENT Board of Directors and Senior Management The following table sets forth information regarding our executive officers and directors, including their ages, as of the date of this Annual Report: Name Age Position Jayesh “Jay” Chandan 51 Chief Executive Officer/ Chairman Bruce Bower 43 Interim Chief Financial Officer Dr.
DIRECTORS AND SENIOR MANAGEMENT Board of Directors and Senior Management The Company is led by executive officers Jay Chandan and Dr. Raj Natarajan. The following table sets forth information regarding our senior management and directors, including their ages, as of the date of this Annual Report: Name Age Position Jayesh “Jay” Chandan 51 Chief Executive Officer/ Chairman Dr.
Natarajan has been leading multiple efforts inside of Microsoft in various roles ranging from Engineering to Product Management. Prior to joining Gorilla, Dr. Natarajan served as a Senior Director of Product Management at Microsoft, when he was developing a new product portfolio within Dynamics focused on helping contact centers realize their Digital Transformation goals.
Prior to joining Gorilla, Dr. Natarajan served as a Senior Director of Product Management at Microsoft, when he was developing a new product portfolio within Dynamics focused on helping contact centers realize their Digital Transformation goals.
Benefit Plans We do not currently have any profit sharing plan or similar plans for the benefit of our executive officers, directors or employees. We have not accrued or set aside any amount to provide pension, retirement or similar benefits or expenses. We provide health insurance benefits to our executive officers.
Benefit Plans We provide health insurance benefits to our eligible employees, including our senior management. We do not currently have any pension, defined benefit or similar plans for the benefit of our senior management or directors. We have not accrued or set aside any amount to provide pension, retirement or similar benefits or expenses to our senior management or directors.
He has led trading and IT teams in building out novel trading and risk management enterprises across London, Switzerland, and the Americas. Most recently he was the head of Corporate Derivatives trading EMEA (Europe Middle East and Africa) for Bank of America. Mr. Levy joined Bank of America in 2019. In July of 2022, Mr.
Levy has a wealth of experience in business building, risk management, innovation, thought leadership and regulatory matters. He has led trading and IT teams in building out novel trading and risk management enterprises across London, Switzerland, and the Americas. Most recently he was the head of Corporate Derivatives trading EMEA (Europe Middle East and Africa) for Bank of America. Mr.
In addition, Gorilla will be required to certify to Nasdaq that the committee has, and will continue to have, at least one member who has past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results in the individual’s financial sophistication.
In addition, Gorilla has, and will continue to have, at least one member who has past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results in the individual’s financial sophistication. Gregg Walker serves as a financial expert on the audit committee.
For additional information regarding our debt and refinancing activities, see Note 16 (Short-term borrowings), Note 18 (Long-term borrowings) and Note 41 (Capital management) to the accompanying consolidated Financial Statements. 5.C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES We have made significant investments in research and development, continuously refining our AI models, video analytics platforms, and security intelligence solutions.
See Note 16 - Borrowings and Note 38 - Capital management to the accompanying consolidated financial statements for further details. 5.C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES We have made significant investments in research and development, continuously refining our AI models, video analytics platforms, and security intelligence solutions.
Major Shareholders. ” For information as to our equity incentive plans, see Item 6.B. “ Director, Senior Management and Employees – Compensation – Equity Incentive Plans. ” 6.F. DISCLOSURE OF REGISTRANT’S ACTION TO RECOVER ERRONEOUSLY AWARDED COMPENSATION None. 73
Major Shareholders. ” For information as to our equity incentive plans, see Item 6.B. “ Director, Senior Management and Employees – Compensation – Senior Management – Equity Incentive Plan ” and Item 6.B. “ Compensation – Non-Employee Directors .” 6.F. DISCLOSURE OF REGISTRANT ’ S ACTION TO RECOVER ERRONEOUSLY AWARDED COMPENSATION None. 62 Table of Contents
Chandan was a Co-Founder and Partner at Cortis Capital LLP, a transformation and project management firm focused on global mergers & acquisitions, where he worked on the Minna Airport City, an urban regeneration project in Nigeria. From 2007 to 2008, Mr. Chandan served as the CEO of Invensis (UK) Ltd., a business process outsourcing company. From 2005 to 2007, Mr.
Chandan has served as Investor & Director of Mathern Limited. From 2010 to 2012, Mr. Chandan was a Co-Founder and Partner at Cortis Capital LLP, a transformation and project management firm focused on global mergers & acquisitions, where he worked on the Minna Airport City, an urban regeneration project in Nigeria. From 2007 to 2008, Mr.
Credit Facilities As of December 31, 2024, we had total unsecured and secured indebtedness of $21.42 million and unused credit facilities of $10.67 million. At December 31, 2024, we were in compliance with the covenants under our credit agreements and indentures.
Credit Facilities As of December 31, 2025, we had total unsecured and secured indebtedness of $13.80 million and unused credit facilities of $3.25 million. As of December 31, 2025, we were in compliance with the covenants under our credit agreements and indentures.
Pursuant to our amended non-employee director compensation policy, each non-employee director is entitled to receive an annual cash of $75,000 (or $90,000 for the lead director), plus the following additional annual retainers for committee service: Committee Chair Member Compensation Committee $ 20,000 $ 10,000 Nominating and Corporate Governance Committee 10,000 7,500 Audit Committee 20,000 12,500 70 The non-employee director compensation policy also provides for the annual grant of RSUs (each, an “Annual Award”) under the 2023 Plan following July 13 of each year (which corresponds to the closing date of the transactions contemplated by the Business Combination Agreement) (the “Annual Grant Date”), with respect to a number of ordinary shares with a fair value equal to (i) $300,000 in the case of the lead director and (ii) $230,000 in the case of the other non-employee directors.
The non-employee director compensation policy also provides for the annual grant of RSUs (each, an “Annual Award”) under the 2023 Plan following July 13 of each year (which corresponds to the closing date of the transactions contemplated by the Business Combination Agreement) (the “Annual Grant Date”), with respect to a number of ordinary shares with a fair value equal to (i) $300,000 in the case of the lead director and (ii) $230,000 in the case of the other non-employee directors.
This amount does not include business travel, relocation, professional and business association dues and expenses paid on behalf of or reimbursed to our office holders, and other benefits commonly reimbursed or paid by companies in Taiwan or the United Kingdom.
Sennhauser for his service as non-employee director prior to becoming an employee). This amount does not include business travel, relocation, professional and business association dues, and expenses paid on behalf of or reimbursed to our senior management, and other benefits commonly reimbursed or paid by companies in Taiwan or the United Kingdom.
Ruth Kelly 56 Director Gregg Walker 53 Director Keith Levy 52 Director Thomas Sennhauser 56 Director Jayesh “Jay” Chandan was the Executive Chairman of the Board as of the date of the Closing, and he became Chairman and Chief Executive Officer of the Company in September 2022, following the concurrent retirement of Dr. Sih-Ping “Spincer” Koh, the founder of Gorilla.
Evan Medeiros 54 Director Gregg Walker 54 Director Jayesh “ Jay ” Chandan was the Executive Chairman of the Board as of the date of the Closing, and he became Chairman and Chief Executive Officer of the Company in September 2022, following the concurrent retirement of Dr. Sih-Ping “Spincer” Koh, the founder of Gorilla. Mr.
Levy joined the board of directors of JN Financial Group. JN Financial Group is a global banking and insurance enterprise with entities across the United Kingdom, the United States, Canada, and the Caribbean. As a member of such board, Mr. Levy’s focus is on risk management, capital allocation and innovation. Mr.
Levy joined Bank of America in 2019. In July of 2022, Mr. Levy joined the board of directors of JN Financial Group. JN Financial Group is a global banking and insurance enterprise with entities across the United Kingdom, the United States, Canada, and the Caribbean. As a member of such board, Mr.
He is a member of the Executive Leadership Council (ELC), an organization of the highest- ranked Black executives in leading global enterprises. In 2020 he was recognized by the ELC as the International Executive of the year. Mr.
Levy advises a global cohort of 35 fintech startups on growth strategies, capital raising, and platform development. He is a member of the Executive Leadership Council (ELC), an organization of the highest-ranked Black executives in leading global enterprises. In 2020 he was recognized by the ELC as the International Executive of the year. Mr.
These inflows were partially offset by net repayments of short-term and long-term borrowings and the repurchase of treasury shares. 63 Cash provided by financing activities for the year ended December 31, 2023 was $29.73 million.
These inflows were partially offset by net repayments of short-term and long-term borrowings and the repurchase of treasury shares. 52 Table of Contents Cash provided by financing activities for fiscal year 2024 was $27.98 million.
EMPLOYEES As of December 31, 2024, we had 143 employees, of whom 131 were based in Asia, 6 were based in Africa, 5 were based in Europe, and 1 was based in the United States. Gorilla fosters a collaborative and inclusive work environment, ensuring strong employee engagement across its global operations.
EMPLOYEES As of December 31, 2025, we had 200 employees, including 7 part-time employees, of whom 181 were based in Asia, 11 were based in Africa, 6 were based in Europe, and 2 were based in the Americas. Gorilla fosters a collaborative and inclusive work environment, ensuring strong employee engagement across its global operations.
Sennhauser has been responsible for driving technology architecture and supporting key stakeholders through digital transformation in areas such as 5G and next-generation communications. From June 2018 to December 2019, Mr. Sennhauser served as Regional Technical Director for Networking and Communication at Intel, overseeing operations across APJ and China. Prior to Intel, Mr.
Sennhauser guided technology architecture and digital transformation strategies across the region, advancing innovation in 5G and next-generation communications. From June 2018 to December 2019, Mr. Sennhauser was Regional Technical Director for Networking and Communication at Intel, overseeing operations across APJ and China. Prior to Intel, Mr.
Sennhauser spent 18 years at Hewlett Packard Enterprise (HPE), holding several key leadership positions. From 2014 to 2017, he was CTO and General Manager of the Enterprise Group APJ, where he led strategic sales, portfolio management and innovation initiatives for the Communications, Media and Entertainment (CME) sector.
Sennhauser spent 18 years at Hewlett Packard Enterprise (HPE) in leadership roles that shaped the company’s communications and infrastructure portfolio. As CTO and General Manager of the Enterprise Group APJ (2014–2017), Mr. Sennhauser led strategic sales, portfolio development, and innovation initiatives for the Communications, Media, and Entertainment (CME) sector. Mr.
The compensation committee will set the number of shares under the shares award and all other terms and conditions of such awards. 69 Cash-Based Awards. A cash-based award is denominated in cash. The compensation committee may grant cash-based awards in such number and upon such terms as it will determine.
Other Shares Awards. The compensation committee may grant other awards based in whole or in part by reference to our ordinary shares. The compensation committee will set the number of shares under the shares award and all other terms and conditions of such awards. 58 Table of Contents Cash-Based Awards. A cash-based award is denominated in cash.
Fair value remeasurement of financial instruments – includes notional non-cash impact of fair value remeasurement of convertible preference shares and warrants. 56 Components of Results of Operations Revenue Our primary sources of revenue are derived from the sale of hardware, software and services to customers directly under sales contracts, through resellers and distributors under reseller agreements and distribution and software license agreements, and through partnerships with system integrators under sales agreements.
Amortization of acquired intangible assets – includes non-cash amortization expense related to intangible assets recognized from asset acquisitions. 45 Table of Contents Components of Results of Operations Revenue Our primary sources of revenue are derived from the sale of hardware, software and services to customers directly under sales contracts, through resellers and distributors under reseller agreements and distribution and software license agreements, and through partnerships with system integrators under sales agreements.
Unbilled receivables related to the Egypt Contract as of December 31, 2024 was $34.31 million which was expected to be converted to accounts receivable with anticipated progress payment from the GoE in the subsequent year.
Contract assets related to the Egypt Contract as of December 31, 2025 were $57.85 million, which are expected to be converted to accounts receivable upon anticipated progress payments from the GoE in the subsequent year.
Income Tax Benefit (Expense) Year Ended December 31 2024 2023 Change Change Dollars in Thousands $ % Income tax benefit (expenses) $ 1,311 $ (3,516 ) $ 4,827 -137.3 % We recognized an Income tax benefit of $1.31 million for the year ended December 31, 2024, compared to income tax expense of $3.52 million for the year ended December 31, 2023.
Income Tax (Expense) Benefit Year ended December 31, 2025 2024 Change Change dollars in thousands $ % Income tax (expense) benefit $ (341 ) $ 1,311 $ (1,652 ) -126.0 % We recognized an income tax expense of $0.34 million for fiscal year 2025, compared to income tax benefit of $1.31 million for fiscal year 2024.
The primary factors affecting the financing cash flows were the proceeds from sales of Series A Preference Shares, exercise of public warrants and net proceeds from short-term borrowings for the purpose of supporting working capital needs. These inflows were partially offset by net repayments of long-term borrowings.
The primary factors contributing to cash flows from financing activities were proceeds from the issuance of ordinary shares, funds raised through Series B Preference Shares, and the exercise of Series A, B and C private warrants. These inflows were partially offset by net repayments of short-term and long-term borrowings and the repurchase of treasury shares.
Our Board of Directors may also approve other equity grants to our non-employee directors under the 2023 Plan in addition to or in lieu of the grants described above. 6.C. BOARD PRACTICES Independence of Directors As a result of Gorilla’s ordinary shares being listed on Nasdaq, Gorilla adheres to the rules of Nasdaq in determining whether a director is independent.
“ Director, Senior Management and Employees – Compensation – Senior Management – Equity Incentive Plan – Share Awards Granted in 2025 .” 6.C. BOARD PRACTICES Independence of Directors As a result of Gorilla’s ordinary shares being listed on Nasdaq, Gorilla adheres to the rules of Nasdaq in determining whether a director is independent.
He also established HPE’s Network Functions Virtualisation (NFV) and Software-Defined Networking (SDN) businesses in APJ, oversaw Internet of Things (IoT) operations and founded the NFV lab in Korea. Earlier in his career, Mr.
Sennhauser also spearheaded the establishment of HPE’s Network Functions Virtualization (NFV) and Software-Defined Networking (SDN) businesses in APJ, directed Internet of Things (IoT) operations, and founded the NFV Lab in Korea. Earlier in his career, Mr. Sennhauser held roles as Sales Specialist OSS APJ (2012-2014) and Worldwide Principal Business Consultant (2004-2012) at HPE.
Keith Levy was appointed as a Director of the Company in July 2024. Mr. Levy is a venture capitalist and seasoned banker. His banking career spans over two decades. Mr. Levy has a wealth of experience in business building, risk management, innovation, thought leadership and regulatory matters.
Kelly graduated from The Queen’s College, Oxford, in 1989 in Philosophy, Politics and Economics. 55 Table of Contents Keith Levy was appointed as a Director of the Company in July 2024. Mr. Levy is a venture capitalist and seasoned banker. His banking career spans over two decades. Mr.
Chandan served as Director of Sales & Strategic Accounts at Exevo (UK) Ltd., a global market research & outsourcing firm that was later acquired by Copal Partners and is now part of Moody’s Corporation. From 1995 to 2004, Mr. Chandan served as the Co-Founder and Executive Director of NPL, an IT services business in Southeast Asia. Mr.
Chandan served as CEO of Invensis (UK) Ltd. Mr. Chandan was Director of Business Development (UK & Europe) at EXLservice (UK) Ltd from 2005 to 2007, and Director of Sales & Strategic Accounts at Exevo (UK) Ltd from 2004 to 2005; Exevo was later acquired by Copal Partners and is now part of Moody’s Corporation. Earlier in his career, Mr.
Sennhauser holds an Executive MBA in Business Engineering from the University of St. Gallen, Switzerland and a Master’s Degree in Software Engineering from Juventus Zurich. Arrangements Concerning Election of Directors; Family Relationships We are not a party to, and are not aware of, any arrangements pursuant to which any of our senior management members or directors was selected as such.
Arrangements Concerning Election of Directors; Family Relationships We are not a party to, and are not aware of, any arrangements pursuant to which any of our senior management members or directors was selected as such. In addition, there are no family relationships among our senior management members or directors. 56 Table of Contents 6.B.
The fund focuses on fintech, healthcare technology and consumer products. VVC is a member of the Senior Advisory Board of Bank of America’s Global Breakthrough Labs Accelerator. In this capacity, Mr. Levy advises a global cohort of 35 fintech startups on growth strategies, capital raising, and platform development.
Levy and a group of like-minded investors founded Visionario Venture Capital (“VVC”) with the mission to provide greater access to capital for both female and ethnic minority entrepreneurs. The fund focuses on fintech, healthcare technology and consumer products. VVC is a member of the Senior Advisory Board of Bank of America’s Global Breakthrough Labs Accelerator. In this capacity, Mr.
Cost of Revenue Cost of revenue by segment, in dollars and as a percentage of total net revenue, and the year-over-year dollar and percentage change in cost of revenue are as follows: Year Ended December 31 2024 2023 Dollars in Percentage of Dollars in Percentage of Change Change Thousands Net Revenue Thousands Net Revenue $ % Security Convergence $ 35,583 49.5 % $ 18,228 29.5 % $ 17,355 95.2 % Video IoT $ 1,783 64.2 % $ 1,748 60.2 % $ 35 2.0 % Total $ 37,366 50.0 % $ 19,976 30.9 % $ 17,390 87.1 % Our cost of revenue increased by $17.39 million, or 87.1%, to $37.37 million for the year ended December 31, 2024, compared to $19.98 million for the year ended December 31, 2023.
Cost of Revenues Cost of revenues by reportable segments are as follows: Year ended December 31, 2025 2024 Dollars in Thousands Percentage of Revenue, net Dollars in Thousands Percentage of Revenue, net Change $ Change % Security Convergence $ 65,273 66.7 % $ 35,583 49.5 % $ 29,690 83.4 % Video IoT 2,212 62.8 % 1,783 64.2 % 429 24.1 % Total $ 67,485 66.6 % $ 37,366 50.0 % $ 30,119 80.6 % Our cost of revenue for fiscal year 2025 increased by $30.12 million, or 80.6% compared to fiscal year 2024.
During the years ended December 31, 2024 and 2023, net cash used in operating activities was approximately $(29.65) and $(9.43) million, respectively. The primary factors affecting operating cash flows between these years were an increase in unbilled receivables, accounts receivable collection efforts and timing of payments for the vendors.
The primary factors affecting operating cash flows between these years were an increase in contract assets, accounts receivable collection efforts and timing of payments to vendors. Investing Activities Cash provided by investing activities for fiscal year 2025 was $5.46 million.
Investing Activities Cash provided by investing activities for the year ended December 31, 2024 was $16.64 million. The primary factors affecting the investing cash flows were proceeds from restricted cash balances related to Egypt contract performance guarantee and receipt of dividend from investment in financial assets.
The primary factors contributing to cash flows from investing activities were proceeds from restricted cash balances related to Egypt contract performance guarantee and receipt of dividend from investment in financial assets. These inflows were partially offset by purchases of intangible assets, property and equipment, further investment in financial assets at FVTPL, and an increase in guarantee deposits.
Levy sits on the Risk Committee— and acts as a special advisor to the CEO for strategic acquisitions/ divestments. In April of 2022, Mr. Levy and a group of like-minded investors founded Visionario Venture Capital (“VVC”) with the mission to provide greater access to capital for both female and ethnic minority entrepreneurs.
Levy’s focus is on risk management, capital allocation and innovation. Mr. Levy sits on the Risk Committee— and acts as a special advisor to the CEO for strategic acquisitions/ divestments. In April of 2022, Mr.
Certain of our subsidiaries are required by law to make contributions to defined contribution plans equal to specified percentages of each employee’s salary in accordance, with applicable local laws. Equity Incentive Plan On March 6, 2023, our Board of Directors approved and adopted, subject to shareholder approval, the Gorilla Technology Group Inc. 2023 Omnibus Incentive Plan (the “2023 Plan”).
Equity Incentive Plan On March 6, 2023, our Board of Directors approved and adopted, subject to shareholder approval, the Gorilla Technology Group Inc. 2023 Omnibus Incentive Plan (the “2023 Plan”). The 2023 Plan became effective on March 6, 2023. The 2023 Plan was approved by our shareholders on July 12, 2023.
Chandan serves as an Advisory Board Member of ConsolFreight LLC, a Fintech FreightTech ecosystem and as a board member of Global Edge Worldwide Fund, L.P., an investment firm. Mr. Chandan graduated from Madras University, India, with an Engineering Degree, majoring in Computer Sciences. We believe Mr.
Mr. Chandan has served on the global advisory board of One Amazon and as a Member of the Board of Directors of the British and Colombian Chamber of Commerce since 2025. Mr. Chandan graduated from Madras University, India, with an Engineering Degree, majoring in Computer Sciences. We believe Mr.
As a percentage of net revenue, gross margin decreased by 16.6% to 50.0% for the year ended December 31, 2024. For segment disclosure, as a percentage of net revenue, gross margin of our security convergence segment decreased 16.6% to 50.5% for the year ended December 31, 2024.
As a percentage of net revenue, gross margin decreased by 16.6% to 33.4% for fiscal year 2025 compared to fiscal year 2024.
Our net working capital as of December 31, 2024 and 2023, was $51.36 million and $23.22 million, and increase in working capital was primarily due to higher cash and cash equivalents and unbilled receivables. As of December 31, 2024 and 2023, we had $10.67 million and $4.48 million, respectively, available for borrowings under our revolving loan facilities.
Our net working capital as of December 31, 2025 and 2024, was $163.77 million and $51.36 million and the increase in working capital was primarily due to higher cash and cash equivalents, higher accounts receivables and contract assets.

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Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeHolder” is any beneficial owner of ordinary shares and/or warrants, as the case may be, that is for U.S. federal income tax purposes: ● an individual who is a citizen or resident of the United States; ● a corporation (or other entity taxable as a corporation) created or organized under the laws of the United States, any state thereof, or the District of Columbia; 92 ● an estate, the income of which is subject to U.S. federal income tax regardless of its source; or; ● a trust that (1) is subject to the primary supervision of a U.S. court and the control of one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code), or (2) has a valid election in effect to be treated as a “United States person” (within the meaning of Section 7701(a)(30) of the Code) for U.S. federal income tax purposes.
Biggest changeHolder” is any beneficial owner of ordinary shares and/or warrants, as the case may be, that is for U.S. federal income tax purposes: ● an individual who is a citizen or resident of the United States; ● a corporation (or other entity taxable as a corporation) created or organized under the laws of the United States, any state thereof, or the District of Columbia; ● an estate, the income of which is subject to U.S. federal income tax regardless of its source; or; ● a trust that (1) is subject to the primary supervision of a U.S. court and the control of one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code), or (2) has a valid election in effect to be treated as a “United States person” (within the meaning of Section 7701(a)(30) of the Code) for U.S. federal income tax purposes. 80 Table of Contents If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds ordinary shares and/or warrants, the tax treatment of an owner of such entity will depend on the status of the owners, the activities of the entity or arrangement and certain determinations made at the owner level.
Bower will be eligible to receive a severance pay in the form of lump sum payment equal to six months’ base salary and final Compensation as defined in the employment agreement. The employment agreement also contains customary restrictions on competition, solicitation and disclosure of confidential information as well as provisions regarding the assignment of intellectual property. Employment Agreement with Dr.
Bower will be eligible to receive a severance pay in the form of lump sum payment equal to six months’ base salary and final Compensation as defined in the employment agreement. The employment agreement also contains customary restrictions on competition, solicitation and disclosure of confidential information as well as provisions regarding the assignment of intellectual property.
A holder of a Series C Warrant may not exercise such warrant if the holder, together with its affiliates, would beneficially own more than 4.99% (or, at the election of the holder, 9.99%) of the number of the Company’s ordinary shares outstanding immediately after giving effect to such exercise. As of the date hereof, 600,000 Series C Warrants remain outstanding.
A holder of a Series C Warrant may not exercise such warrant if the holder, together with its affiliates, would beneficially own more than 4.99% (or, at the election of the holder, 9.99%) of the number of the Company’s ordinary shares outstanding immediately after giving effect to such exercise. As of the date hereof, 200,000 Series C Warrants remain outstanding.
Accordingly, entities or arrangements treated as partnerships for U.S. federal income tax purposes and the partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences to them. THE U.S. FEDERAL INCOME TAX CONSEQUENCES APPLICABLE TO HOLDERS OF ORDINARY SHARES AND WARRANTS WILL DEPEND ON EACH HOLDER’S PARTICULAR TAX CIRCUMSTANCES.
Accordingly, entities or arrangements treated as partnerships for U.S. federal income tax purposes and the partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences to them. THE U.S. FEDERAL INCOME TAX CONSEQUENCES APPLICABLE TO HOLDERS OF ORDINARY SHARES AND WARRANTS WILL DEPEND ON EACH HOLDER ’ S PARTICULAR TAX CIRCUMSTANCES.
Natarajan’s employment by us without “cause” or Dr. Natarajan’s resignation for “good reason”, and provided he signs and does not revoke our standard release of claims agreement, and complies with all applicable restrictive covenants and contractual obligations contained in the employment agreement, Dr.
Under the employment agreement, upon termination of Dr. Natarajan’s employment by us without “cause” or Dr. Natarajan’s resignation for “good reason”, and provided he signs and does not revoke our standard release of claims agreement, and complies with all applicable restrictive covenants and contractual obligations contained in the employment agreement, Dr.
Holders should consult their own tax advisors regarding the application of the PFIC rules to any of Gorilla’s subsidiaries. 95 If Gorilla is a PFIC, a U.S. Holder of ordinary shares (but not warrants) may avoid taxation under the Excess Distribution Rules described above by making a “qualified electing fund” (“QEF”) election. However, a U.S.
Holders should consult their own tax advisors regarding the application of the PFIC rules to any of Gorilla’s subsidiaries. 83 Table of Contents If Gorilla is a PFIC, a U.S. Holder of ordinary shares (but not warrants) may avoid taxation under the Excess Distribution Rules described above by making a “qualified electing fund” (“QEF”) election. However, a U.S.
However, we furnish or make available to our shareholders certain reports including Annual Reports on Form 20-F, periodic reports on Form 6-K and other information, with the SEC pursuant to the rules and regulations of the SEC that apply to foreign private issuers. 98 10.I. SUBSIDIARY INFORMATION Not applicable. 10.J. ANNUAL REPORT TO SECURITY HOLDERS Not applicable.
However, we furnish or make available to our shareholders certain reports including Annual Reports on Form 20-F, periodic reports on Form 6-K and other information, with the SEC pursuant to the rules and regulations of the SEC that apply to foreign private issuers. 86 Table of Contents 10.I. SUBSIDIARY INFORMATION Not applicable. 10.J. ANNUAL REPORT TO SECURITY HOLDERS Not applicable.
Notwithstanding the foregoing, the Company makes no representation that the terms of the employment agreements described below reflect or can be used to infer the compensation that such executive officer has received in the past or will reflect the compensation such executive officer will receive in the future.
Notwithstanding the foregoing, the Company makes no representation that the terms of the employment agreements described below reflect or can be used to infer the compensation that such employee has received in the past or will reflect the compensation such employee will receive in the future.
Such constructive distribution would be subject to tax as described under that section in the same manner as if the U.S. Holder of such warrant received a cash distribution from Gorilla equal to the fair market value of such increased interest. 94 Passive Foreign Investment Company Rules The treatment of U.S.
Such constructive distribution would be subject to tax as described under that section in the same manner as if the U.S. Holder of such warrant received a cash distribution from Gorilla equal to the fair market value of such increased interest. 82 Table of Contents Passive Foreign Investment Company Rules The treatment of U.S.
These concessions shall be for a period of 20 years from the date hereof. 91 Material U.S. Federal Income Tax Considerations The following discussion is a summary of certain material U.S. federal income tax considerations to U.S. Holders and Non-U.S. Holders (each as defined below) of the ownership and disposition of ordinary shares and warrants.
These concessions shall be for a period of 20 years from the date hereof. 79 Table of Contents Material U.S. Federal Income Tax Considerations The following discussion is a summary of certain material U.S. federal income tax considerations to U.S. Holders and Non-U.S. Holders (each as defined below) of the ownership and disposition of ordinary shares and warrants.
Holder that does not make the applicable QEF elections generally will continue to be subject to the Excess Distribution Rules with respect to its indirect interest in any Lower-Tier PFICs as described above, even if a mark-to-market election is made for Gorilla. 96 If a U.S.
Holder that does not make the applicable QEF elections generally will continue to be subject to the Excess Distribution Rules with respect to its indirect interest in any Lower-Tier PFICs as described above, even if a mark-to-market election is made for Gorilla. 84 Table of Contents If a U.S.
Holders, constitute “general category income.” 93 Sale, Exchange, Redemption or Other Taxable Disposition of ordinary shares and warrants. Subject to the discussion below under “— Passive Foreign Investment Company Rules ,” a U.S.
Holders, constitute “general category income.” 81 Table of Contents Sale, Exchange, Redemption or Other Taxable Disposition of ordinary shares and warrants. Subject to the discussion below under “— Passive Foreign Investment Company Rules ,” a U.S.
Bower must be continuously employed through the date of grant and each vesting date thereafter. If granted, one-forth of the annual restricted share unit awards will vest on the first anniversary of the grant date and each of the next three anniversaries of the grant date.
To receive each annual restricted shares unit award, Mr. Bower must be continuously employed through the date of grant and each vesting date thereafter. If granted, one-forth of the annual restricted share unit awards will vest on the first anniversary of the grant date and each of the next three anniversaries of the grant date.
Holders should consult their own tax advisors regarding potentially applicable income tax treaties that may provide for different rules. 97 Information Reporting and Backup Withholding Information reporting requirements may apply to distributions received by U.S.
Holders should consult their own tax advisors regarding potentially applicable income tax treaties that may provide for different rules. 85 Table of Contents Information Reporting and Backup Withholding Information reporting requirements may apply to distributions received by U.S.
Natarajan must be continuously employed through the date of grant and must not have given us notice of intention to resign or received notice from us of termination. If granted, the annual restricted share unit awards will be fully vested on the date of grant. Under the employment agreement, upon termination of Dr.
To receive each annual restricted shares unit award, Dr. Natarajan must be continuously employed through the date of grant and must not have given us notice of intention to resign or received notice from us of termination. If granted, the annual restricted share unit awards will be fully vested on the date of grant.
A holder of a Series A Warrant may not exercise such warrant if the holder, together with its affiliates, would beneficially own more than 4.99% (or, at the election of the holder, 9.99%) of the number of the Company’s ordinary shares outstanding immediately after giving effect to such exercise.
A holder of a Pre-Funded Warrant may not exercise such warrant if the holder, together with its affiliates, would beneficially own more than 4.99% (or, at the election of the holder, 9.99%) of the number of the Company’s ordinary shares outstanding immediately after giving effect to such exercise. As of the date hereof, no Pre-Funded Warrants remain outstanding.
Employment agreement also entitles him, subject to approval by the Board or the Compensation Committee and relevant policies, to receive an annual award of restricted share units with a value upon grant of $400,000 based upon a price of $2.87 per share (rounded down to the nearest whole share). To receive each annual restricted shares unit award, Mr.
The employment agreement provides for an annual base salary of £240,000. Employment agreement also entitles him, subject to approval by the Board or the Compensation Committee and relevant policies, to receive an annual award of restricted share units with a fair value of $400,000 based upon a price of $2.87 per share (rounded down to the nearest whole share).
Chandan will be eligible to receive a lump sum payment equal to six months’ base salary. The employment agreement also contains customary restrictions on competition, solicitation and disclosure of confidential information as well as provisions regarding the assignment of intellectual property. Employment Agreement with Daphne Huang On April 20, 2023, we entered into an employment agreement with Ms.
Chandan will be eligible to receive a lump sum payment equal to six months’ base salary. The employment agreement also contains customary restrictions on competition, solicitation and disclosure of confidential information as well as provisions regarding the assignment of intellectual property. Employment Agreement with Dr.
A holder of a Series B Warrant may not exercise such warrant if the holder, together with its affiliates, would beneficially own more than 4.99% (or, at the election of the holder, 9.99%) of the number of the Company’s ordinary shares outstanding immediately after giving effect to such exercise.
A holder of a Placement Agent Warrant may not exercise such warrant if the holder, together with its affiliates, would beneficially own more than 4.99% (or, at the election of the holder, 9.99%) of the number of the Company’s ordinary shares outstanding immediately after giving effect to such exercise. As of the date hereof, 120,000 Placement Agent Warrants remain outstanding.
The employment agreements provide for at-will employment and sets forth the named executive officer’s base salary and eligibility for employee benefits.
The employment agreements provide for at-will employment and sets forth each individual’s base salary and eligibility for employee benefits.
Adjustments to such executive officer’s compensation may have been approved by the Board (or a subcommittee thereof) in the past and additional changes may be approved in the future. For further information regarding Gorilla’s compensation of its Board and executive officers, we refer you to see Item 6.B.
Adjustments to such employee’s compensation may have been approved by the Board (or a subcommittee thereof) in the past and additional changes may be approved in the future. For further information regarding Gorilla’s compensation of its Board and senior management, we refer you to see Item 6.B. “ Director, Senior Management and Employees – Compensation ” of this Annual Report.
Bower to memorialize the terms of his employment with us which commenced on September 1, 2024 (the “Effective Date”). The employment agreement has no fixed term and is terminable by either party following a minimum notice period as required by applicable law. 89 The employment agreement provides for an annual base salary of £240,000.
Employment Agreement with Bruce Bower On September 3, 2024, we entered into an employment agreement with Mr. Bower to memorialize the terms of his employment with us which commenced on September 1, 2024 (the “Effective Date”). The employment agreement has no fixed term and is terminable by either party following a minimum notice period as required by applicable law.
Natarajan is also entitled to receive an annual award of restricted share units with a value upon grant of $1,650,000 based upon a price of $10.19 per share (or $101.90 per share, after giving effect to the Reverse Split) (rounded down to the nearest whole share). To receive each annual restricted shares unit award, Dr.
Commencing with the first anniversary of the Effective Date in the 2023 calendar year, Dr. Natarajan is also entitled to receive an annual award of restricted share units with a fair value of $1,650,000 based upon a price of $10.19 per share (or $101.90 per share, after giving effect to the Reverse Split) (rounded down to the nearest whole share).
Item 6.C. Directors, Senior Management and Employees – Compensation – Non-Employee Director Compensation Policy.
Item 6.B. Directors, Senior Management and Employees – Compensation – Non-Employee Directors.
The employment agreement provides for an annual base salary of $350,000 and a one-time sign-on bonus of $200,000 payable in two installments, subject to applicable tax withholding. Dr.
The employment agreement has no fixed term and is terminable by either party at any time for any reason. 77 Table of Contents The employment agreement provides for an annual base salary of $350,000 and a one-time sign-on bonus of $200,000 payable in two installments, subject to applicable tax withholding. Dr.
“ Director, Senior Management and Employees – Compensation ” of this Annual Report. Employment Agreement with Jayesh “Jay” Chandan On April 22, 2023, we entered into an employment agreement with Mr. Chandan to memorialize the terms of his continued employment with us which commenced on July 14, 2022 (the “Effective Date”).
Employment Agreement with Jayesh “ Jay ” Chandan On April 22, 2023, we entered into an employment agreement with Mr. Chandan to memorialize the terms of his continued employment with us which commenced on July 14, 2022 (the “Effective Date”). During 2025, our compensation committee conducted a review of Mr.
On June 6, 2024, the Company entered into a securities purchase agreement with certain investors relating to the issuance and sale of Series C Warrants to purchase 2,142,858, ordinary shares of the Company to certain of such investors.
In addition, summaries of additional material contracts not described elsewhere in this Annual Report are provided below: Securities Purchase Agreements and Lock-up Agreements On June 6, 2024, the Company entered into a securities purchase agreement with certain investors relating to the issuance and sale of 2,142,858 ordinary shares and Series C Warrants to purchase 2,142,858, ordinary shares of the Company to certain of such investors.
Rajesh “Raj” Natarajan On April 20, 2023, we entered into an employment agreement with Dr. Natarajan to memorialize the terms of his continued employment with us which commenced on July 14, 2022 (the “Effective Date”). The employment agreement has no fixed term and is terminable by either party at any time for any reason.
Rajesh “ Raj ” Natarajan On April 20, 2023, we entered into an employment agreement with Dr. Natarajan to memorialize the terms of his continued employment with us which commenced on July 14, 2022 (the “Effective Date”).
In addition, in connection with each securities purchase agreement described above, the Company and directors and executive officers of the Company entered into lock-up agreements, which each provided for a 60-day lockup period, subject to customary exceptions.
In addition, in connection with each securities purchase agreement described above, the Company’s directors and Jayesh Chandan, Rajesh Natarajan, Bruce Bower and Mohan Raj Kumar of the Company entered into lock-up agreements, which each provided for a 60-day lockup period, subject to customary exceptions. 76 Table of Contents Employment Agreements with Our Senior Management Below is a description of the material terms of our employment agreements with certain members of our senior management.
The employment agreement also provides for a one-time sign-on award of restricted share units with a value upon grant of $3,000,000 based upon a price of $10.19 per share (rounded down to the nearest whole share), provided Mr. Chandan is continuously employed through the date of grant.
Chandan previously received a one-time sign-on award of restricted share units with a fair value of $3,000,000 based upon a price of $10.19 per share (or $101.90 per share, after giving effect to the Reverse Split) (rounded down to the nearest whole share). Mr.
Natarajan will be eligible to receive: ● any unpaid portion of the earned sign-on bonus; ● a lump sum payment equal to six months’ base salary; and ● health insurance premium reimbursement for six months.
Natarajan will be eligible to receive a lump sum payment equal to six months’ base salary and health insurance premium reimbursement for six months. The employment agreement also contains customary restrictions on competition, solicitation and disclosure of confidential information as well as provisions regarding the assignment of intellectual property.
Chandan must be continuously employed through the date of grant and must not have given us notice of intention to resign or received notice from us of termination. If granted, both the one-time sign-on restricted share unit award and the annual restricted share unit awards will be fully vested on the date of grant.
Chandan must be continuously employed through the date of grant and must not have given us notice of intention to resign or received notice from us of termination. Pursuant to the amended terms of Mr. Chandan’s employment, in March 2026, the Board granted Mr.
The employment agreement has no fixed term and is terminable by either party following a minimum notice period as required by applicable law. The employment agreement provides for an annual base salary of £450,000.
Chandan’s compensation, and on August 14, 2025, the Board amended Mr. Chandan’s employment agreement with respect to certain compensation terms. Terms of his employment agreement, as amended, are described herein. The employment agreement has no fixed term and is terminable by either party following a minimum notice period as required by applicable law.
Such investors may also participate in an amount of up to 50% of any equity financing by the Company within 12 months of closing. The agreement contains customary representations and warranties, conditions to closing, termination provisions and indemnification obligations, including for liabilities under the Securities Act of 1933, as amended.
The agreement contains customary representations and warranties, conditions to closing, termination provisions and indemnification obligations, including for liabilities under the Securities Act of 1933, as amended. Pre-Funded Warrants issued in connection with the securities purchase agreement are exercisable at any time after the date of issuance at an exercise price of $0.0001 per ordinary share.
Such investors may also participate in an amount of up to 50% of any equity financing by the Company within 24 months of closing. The agreement contains customary representations and warranties, conditions to closing, termination provisions and indemnification obligations, including for liabilities under the Securities Act of 1933, as amended.
The agreement contains customary representations and warranties, conditions to closing, termination provisions and indemnification obligations, including for liabilities under the Securities Act of 1933, as amended. Placement Agent Warrants issued in connection with this agreement are exercisable at any time after the date of issuance at an exercise price of $21.00 per ordinary share.
Commencing with the first anniversary of the Effective Date in the 2023 calendar year, Mr. Chandan is also entitled to receive an annual award of restricted share units with a value upon grant of $2,500,000 based upon a price of $10.19 per share (rounded down to the nearest whole share). To receive each annual restricted shares unit award, Mr.
Chandan is also entitled to receive an annual award of restricted share units with a fair value of $2,500,000.
The employment agreement also contains customary restrictions on competition, solicitation and disclosure of confidential information as well as provisions regarding the assignment of intellectual property. 10.D. EXCHANGE CONTROLS The Cayman Islands currently has no exchange control regulations or currency restrictions. 90 10.E.
EXCHANGE CONTROLS The Cayman Islands currently has no exchange control regulations or currency restrictions. 78 Table of Contents 10.E.
Removed
In addition, summaries of additional material contracts not described elsewhere in this Annual Report are provided below: Securities Purchase Agreements and Lock-up Agreements On September 19, 2023, the Company entered into a securities purchase agreement with certain investors relating to the issuance and sale of an aggregate of (a) 25,000 Series A Preference Shares, with such preferences, rights, and limitations as set forth in the Series A Certificate of Designation and (b) Series A Warrants to purchase 20,000,000, ordinary shares (or 2,000,000 reflective of the 10-to-1 reverse stock split effective April 15, 2024) of the Company to certain of such investors.
Added
On June 30, 2025, the Company entered into a securities purchase agreement with certain investors relating to the issuance and sale of 2,529,946 ordinary shares and Pre-Funded Warrants to purchase 3,470,054 ordinary shares of the Company to certain of such investors.
Removed
Series A Warrants issued in connection with the securities purchase agreement are exercisable at any time after the date of issuance at an exercise price of $1.50 per ordinary share (or $15.00 reflective of the 10-to-1 reverse stock split effective April 15, 2024).
Added
On June 30, 2025, the Company entered into a Placement Agency Agreement with Titan Partners Group LLC, a division of American Capital Partners, LLC (“Placement Agent”) to act as the exclusive placement agent in connection with a registered direct offering completed in July 2025, pursuant to which the Company agreed to issue to the placement agent, as compensation, Placement Agent Warrants to purchase an aggregate of 120,000 ordinary shares of the Company.
Removed
As of the date hereof all Series A Convertible Preference Shares have been fully converted into ordinary shares, and all Series A Warrants have been fully exercised. 87 On February 14, 2024, the Company entered into a securities purchase agreement with certain investors relating to the issuance and sale of an aggregate of (a) 10,000 Series B Preference Shares, with such preferences, rights, and limitations as set forth in the Series B Certificate of Designation and (b) Series B Warrants to purchase 8,250,000, ordinary shares (or 825,000 reflective of the 10-to-1 reverse stock split effective April 15, 2024) of the Company to certain of such investors.
Added
The employment agreement provides for an annual base salary of £450,000. Mr. Chandan is eligible to earn an annual cash incentive bonus of £150,000, subject to the achievement of Company performance goals, as determined by the Board, and subject to Mr. Chandan’s continued employment through the date that any bonus amount is actually paid. Pursuant to the employment agreement, Mr.
Removed
Series B Warrants issued in connection with the securities purchase agreement are exercisable at any time after the date of issuance at an exercise price of $1.50 per ordinary share (or $15.00 reflective of the 10-to-1 reverse stock split effective April 15, 2024).
Added
The number of shares underlying each annual award will be equal to the fair value of the annual award divided by the average per share closing price for the twenty (20)-day period ending on the trading day prior to July 13 of the prior year (rounded down to the nearest whole share). To receive each annual award, Mr.
Removed
On June 10, 2024, the Company and the holders of Series B Warrants agreed to reduce the exercise price of the Series B Warrants to $5.90 per share. As of the date hereof, all Series B Convertible Preference Shares have been fully converted into ordinary shares, and all Series B Warrants have been fully exercised.
Added
Chandan an award of 550,000 restricted share units that will vest subject to the Company’s attainment of certain significant market capitalization thresholds within five years of the grant date, subject (with limited exception) to Mr. Chandan’s continued service through the date that the applicable market capitalization thresholds are achieved.
Removed
All outstanding convertible preference shares have been fully converted into ordinary shares, and the majority of the outstanding warrants have also been exercised and converted.
Added
On July 3, 2025, we entered into an amendment to above-mentioned employment agreement, effective as of June 1, 2025, it provides for an annual base salary of $450,000 (paid in GBP equivalent of £330,000) and also entitles him, subject to approval by the Board or the Compensation Committee and relevant policies, to receive an annual award of restricted share units with a value upon grant of $648,000 based upon a price of $2.86875 per share (rounded down to the nearest whole share).
Removed
Controlled Equity Offering Sales Agreement On August 17, 2023, we entered into a Controlled Equity Offering Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co. (“Cantor”), referred to as the agent. In accordance with the terms of the Sales Agreement, we may issue and sell, from time to time, ordinary shares, through the agent, acting as agent or principal.
Added
To receive each annual restricted shares unit award, Mr. Bower must be continuously employed through the date of grant and each vesting date thereafter. If granted, one-forth of the annual restricted share unit awards will vest on the first anniversary of the grant date and each of the next three anniversaries of the grant date. 10.D.
Removed
Sales of ordinary shares, if any, will be made by any method permitted that is deemed an “at the market offering” as defined in Rule 415 under the Securities Act.
Removed
Under the Sales Agreement, the agent is not required to sell any specific amount but will act as our sales agent using commercially reasonable efforts consistent with each of their normal trading and sales practices, on mutually agreed terms between the agent and us.
Removed
Upon delivery of a placement notice and subject to the terms and conditions of the Sales Agreement, Cantor may sell our ordinary shares by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act.
Removed
We may instruct the agent not to sell our ordinary shares if the sales cannot be effected at or above the price designated by us from time to time. We or the agent may suspend the offering of our ordinary shares upon notice and subject to other conditions.
Removed
We will pay Cantor a commission, in cash, for its services in acting as agent in the sale of our ordinary shares. Cantor will be entitled to compensation at a commission rate of up to 3.0% of the gross sales price per share sold through it under the Sales Agreement.
Removed
Because there is no minimum offering amount required as a condition to close this offering, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time.
Removed
In connection with the sale of the ordinary shares on our behalf, Cantor will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of Cantor will be deemed to be underwriting commissions or discounts.
Removed
We have agreed to provide indemnification and contribution to Cantor with respect to certain civil liabilities, including liabilities under the Securities Act.
Removed
Settlement for sales of our ordinary shares will occur on the second business day following the date on which any sales are made, or on some other date that is agreed upon by us and Cantor in connection with a particular transaction, in return for payment of the net proceeds to us.
Removed
Sales of our ordinary shares as contemplated in this prospectus will be settled through the facilities of The Depository Trust Company or by such other means as we and Cantor may agree upon. There is no arrangement for funds to be received in an escrow, trust or similar arrangement.
Removed
Cantor will use its commercially reasonable efforts, consistent with its sales and trading practices, to solicit offers to purchase our ordinary shares under the terms and subject to the conditions set forth in the Sales Agreement.
Removed
In connection with the sale of our ordinary shares on our behalf, Cantor will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of the agent will be deemed to be underwriting commissions or discounts.
Removed
We have agreed to provide indemnification and contribution to Cantor against certain civil liabilities, including liabilities under the Securities Act. As of the date hereof, the Sales Agreement has been terminated. 88 Employment Agreements with Our Named Executive Officers Below is a description of the material terms of our employment agreements with our named executive officers.
Removed
Huang to memorialize the terms of her continued employment with us which commenced on July 14, 2022. The employment agreement had no fixed term and was terminable by either party at any time for any reason. Ms. Huang resigned on August 31, 2024. Employment Agreement with Bruce Bower On September 3, 2024, we entered into an employment agreement with Mr.
Removed
Commencing with the first anniversary of the Effective Date in the 2023 calendar year, Dr.
Removed
If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds ordinary shares and/or warrants, the tax treatment of an owner of such entity will depend on the status of the owners, the activities of the entity or arrangement and certain determinations made at the owner level.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

6 edited+2 added−3 removed3 unchanged
Biggest changeName and Address of Beneficial Owner Number of Shares Beneficially Owned Percentage Outstanding Named Executive Officers and Directors: Evan Medeiros 9,995 * Jayesh “Jay” Chandan, Chief Executive Officer and Chairman of the Board 204,769 1.0 % Gregg Walker 11,108 * Ruth Kelly 13,095 * Keith Levy 0 * Thomas Sennhauser 0 * Bruce Bower, Chief Financial Officer (1) 0 * Dr.
Biggest changeName and Address of Beneficial Owner Number of Shares Beneficially Owned Percentage Outstanding Senior Management and Directors: Jayesh “Jay” Chandan, Chief Executive Officer and Chairman of the Board 1,095,471 4.0 % Dr.
Under such rule, beneficial ownership includes any ordinary shares as to which the holder has sole or shared voting power or investment power and also any ordinary shares which the holder has the right to acquire within 60 days of April 20, 2025 through the exercise of any option, conversion or any other right.
Under such rule, beneficial ownership includes any ordinary shares as to which the holder has sole or shared voting power or investment power and also any ordinary shares which the holder has the right to acquire within 60 days of March 20, 2026 through the exercise of any option, conversion or any other right.
Gorilla has entered into agreements with certain office holders, exculpating them from a breach of their duty of care to Gorilla to the fullest extent permitted by law and undertaking to indemnify them to the fullest extent permitted by law, including with respect to liabilities resulting from the Transactions to the extent that these liabilities are not covered by insurance. 7.C.
Gorilla has entered into agreements with certain office holders, exculpating them from a breach of their duty of care to Gorilla to the fullest extent permitted by law and undertaking to indemnify them to the fullest extent permitted by law. 7.C. INTERESTS OF EXPERTS AND COUNSEL Not applicable. 63 Table of Contents
MAJOR SHAREHOLDERS The following table reflects implementation of the Reverse Split (except as otherwise noted in the footnotes) and shows the beneficial ownership of ordinary shares as of April 20, 2025 by: ● each person known by Gorilla to beneficially own more than 5% of the outstanding ordinary shares; ● each of Gorilla named executive officers and directors; and ● all of Gorilla named executive officers and directors as a group.
MAJOR SHAREHOLDERS The following table shows the beneficial ownership of ordinary shares as of March 20, 2026 by: ● each person known by Gorilla to beneficially own more than 5% of the outstanding ordinary shares; ● each member of Gorilla’s senior management and its board of directors; and ● all of Gorilla's senior management and directors as a group.
As of April 20, 2025, there were 20,222,242 ordinary shares issued and outstanding, not including 1,385,107 treasury shares held by the company. All figures give effect to the Reverse Split. Unless otherwise noted, the business address of each beneficial owner is c/o Gorilla Technology Group Inc., Meridien House, 42 Upper Berkeley Street, Marble Arch, London, U. K. W1H 5QJ.
As of March 20, 2026, there were 27,653,859 ordinary shares issued and outstanding, not including 407,989 treasury shares held by the company. Unless otherwise noted, the business address of each beneficial owner is c/o Gorilla Technology Group Inc., 64 North Row, London, United Kingdom W1K 7DA.
The principal amount and accrued interest under the loan were paid off in April 2024. Exculpation, Indemnification and Insurance. Our Amended and Restated Articles of Association permit Gorilla to exculpate, indemnify and insure certain of its officers to the fullest extent permitted by the Companies Act.
(1) Includes 1,600 shares beneficially owned by Canarias Holding Ltd, an entity controlled by Mr. Bower’s spouse. 7.B. RELATED PARTY TRANSACTIONS Exculpation, Indemnification and Insurance. Our Amended and Restated Articles of Association permit Gorilla to exculpate, indemnify and insure certain of its officers to the fullest extent permitted by the Companies Act.
Removed
Rajesh “Raj” Natarajan, Chief Innovation Officer 75,541 * Mohan Raj Kumar, Chief Delivery Officer 5,773 * All executive officers and directors as a group (9 individuals) 320,281 1.6 % Five Percent or More Holders: N/A * Less than 1%. (1) Mr. Bruce Bower joined Gorilla as the Interim Chief Financial Officer in August 2024. 7.B.
Added
However, this means that the following table does not reflect RSUs issued to our senior management and directors that will not vest within 60 days of March 20, 2026 or are subject to vesting conditions that cannot necessarily be satisfied within 60 days, such as the achievement of market capitalization targets, which RSUs would otherwise represent approximately 3.5% of the ordinary shares issued and outstanding as of that date.
Removed
RELATED PARTY TRANSACTIONS Related Party Loans On March 13, 2023, Gorilla entered into a loan and promissory agreement with Asteria Corporation. Pursuant to the agreement, Asteria Corporation agreed to provide a loan to Gorilla for the principal amount of $3,000,000 by subscribing to the promissory note issued by Gorilla. Gorilla drew down $3,000,000 under this loan with Asteria Corporation.
Added
Rajesh “Raj” Natarajan, Chief Innovation Officer 679,853 2.5 % Bruce Bower, Chief Financial Officer (1) 55,784 * Thomas Sennhauser / Chief Technology Officer – Infrastructure 52,537 * Jackie Wang, General Manager – Asia - * Ruth Kelly 121,627 * Keith Levy 41,111 * Evan Medeiros 38,726 * Gregg Walker 44,608 * All senior management and directors as a group (9 individuals) 2,129,717 7.7 % Five Percent or More Holders: N/A * Less than 1%.
Removed
INTERESTS OF EXPERTS AND COUNSEL Not applicable. 74