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Gorilla Technology Group Inc.

Gorilla Technology Group Inc.GRRR财报

Nasdaq

Gorilla Technology Group Inc. is a global AI technology solutions provider specializing in intelligent video analytics, smart city platforms, and cybersecurity products. It caters to government agencies, enterprise clients, and commercial partners across Asia Pacific, North America, and Europe, delivering scalable tools to boost operational efficiency and security for diverse industry use cases.

What changed in Gorilla Technology Group Inc.'s 20-F — 2023 vs 2024

Top changes in Gorilla Technology Group Inc.'s 2024 20-F

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Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Conversely, to the extent that we do provide such assistance, or do not challenge those requests publicly in court, we may experience adverse political, business, and reputational consequences from other customers or portions of the public arising from concerns over privacy or the government’s activities.
Conversely, to the extent that we do provide such assistance, or do not challenge those requests publicly or in court, we may experience adverse political, business, and reputational consequences from other customers or portions of the public arising from concerns over privacy or the government’s activities.
Whether actual operating and financial results and business developments will be consistent with our expectations and assumptions as reflected in its forecast depends on a number of factors, many of which are outside of our control, including, but not limited to: ● whether we can obtain sufficient capital to begin production and grow our business; ● our ability to manage our growth; ● whether we can manage relationships with our partners and suppliers; ● whether we can rapidly deploy our facilities and successfully execute our production methodologies in such facilities; ● the ability to obtain necessary regulatory approvals and certifications; ● demand for our products and services; ● the timing and costs of new and existing marketing and promotional efforts; 29 ● inflationary pressures in labor markets and for other resources ● competition, including from established and future competitors; ● our ability to retain existing key management, to integrate recent hires and to attract, retain and motivate qualified personnel; ● the overall strength and stability of the economies in the markets in which we operate or intend to operate in the future; and ● regulatory, legislative and political changes.
Whether actual operating and financial results and business developments will be consistent with our expectations and assumptions as reflected in its forecast depends on a number of factors, many of which are outside of our control, including, but not limited to: ● whether we can obtain sufficient capital to begin production and grow our business; ● our ability to manage our growth; ● whether we can manage relationships with our partners and suppliers; ● whether we can rapidly deploy our facilities and successfully execute our production methodologies in such facilities; ● the ability to obtain necessary regulatory approvals and certifications; ● demand for our products and services; ● the timing and costs of new and existing marketing and promotional efforts; ● inflationary pressures in labor markets and for other resources ● competition, including from established and future competitors; ● our ability to retain existing key management, to integrate recent hires and to attract, retain and motivate qualified personnel; ● the overall strength and stability of the economies in the markets in which we operate or intend to operate in the future; and ● regulatory, legislative and political changes.
Investments 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; 5 ● 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; ● 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.
Investments 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.
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.
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.
Additionally, other facts relating to the operation of Gorilla’s business outside of the U.S. 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”), the U.K.
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.
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 reach 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. Regulatory requirements in one jurisdiction may make it difficult or impossible to do business in another jurisdiction.
Our future success is closely linked to the expansion of the smart city market and the adoption of our services and products, including the real-time analytics capabilities of IVAR®. 7 The utilization of smart city technologies is still in its infancy, and there may be a lack of consumer awareness regarding the advantages of our offerings.
Our future success is closely linked to the expansion of the smart city market and the adoption of our services and products, including the real-time analytics capabilities of IVAR®. The utilization of smart city technologies is still in its infancy, and there may be a lack of consumer awareness regarding the advantages of our offerings.
If Gorilla loses its foreign private issuer status, it will be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer.
If Gorilla loses its foreign private issuer status, it will be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer, comply with U.S.
In the past, errors have affected the performance of our platforms and can also delay the development or release of new platforms or capabilities or new versions of platforms, adversely affect our reputation and our customers’ willingness to buy platforms from us, and adversely affect market acceptance or perception of our platforms.
In the past, errors have affected the performance of our platforms and can also delay the development or release of new platforms or capabilities or new versions of platforms, adversely 18 affect our reputation and our customers’ willingness to buy platforms from us, and adversely affect market acceptance or perception of our platforms.
Despite its past experience, opportunities to grow its business through partnerships may not be available to Gorilla in the future. We may not succeed in managing or expanding our business across the expansive and diverse markets in which we operate.
Despite its past experience, opportunities to grow its business through partnerships may not be available to Gorilla in the future. 4 We may not succeed in managing or expanding our business across the expansive and diverse markets in which we operate.
If there is substantial turnover of Gorilla or customer personnel responsible for procurement and use of our platforms, our platforms may go unused or be adopted less broadly, and our ability to make additional sales may be substantially limited, which could negatively impact our business, results of operations and growth prospects. 8 Any failure to offer high quality customer support to our clients may adversely affect Gorilla’s relationships with its clients and prospective clients, and adversely affect its business, results of operations and financial condition.
If there is substantial turnover of Gorilla or customer personnel responsible for procurement and use of our platforms, our platforms may go unused or be adopted less broadly, and our ability to make additional sales may be substantially limited, which could negatively impact our business, results of operations and growth prospects. 9 Any failure to offer high quality customer support to our clients may adversely affect Gorilla’s relationships with its clients and prospective clients, and adversely affect its business, results of operations and financial condition.
Gorilla could be an emerging growth company for up to five years, although circumstances could cause it to lose that status earlier, including if its total annual gross revenue exceeds $1.235 billion, if it issues more than $1.0 billion in non-convertible debt securities during any three-year period, or if before that time it is a “large accelerated filer” under U.S. securities laws.
Gorilla could be an emerging growth company for up to five years, although circumstances could cause it to lose that status earlier, including if its total annual gross revenue exceeds $1.235 billion, if it issues more than $1.0 billion in non-convertible debt securities during any three-year period, or if, before that time, it becomes a “large accelerated filer” under U.S. securities laws.
If these assumptions and analyses prove to be incorrect, our actual operating and financial results may be significantly below our forecasts. The projected financial and operating information appearing elsewhere in this annual report reflects current estimates of future performance.
If these assumptions and analyzes prove to be incorrect, our actual operating and financial results may be significantly below our forecasts. The projected financial and operating information appearing elsewhere in this annual report reflects current estimates of future performance.
Gorilla’s business depends on expanding our base of clients and our clients increasing their use of our services, and our inability to expand our base of clients, or a loss of any of our clients or decline in their use of our services, could materially and adversely affect its business, results of operations and financial condition.
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.
The market for Gorilla’s Smart City AI & Cybersecurity services and products is relatively new, and may decline or experience limited growth, and our business is dependent on our clients’ continuing adoption and use our services and products.
The market for Gorilla’s Smart City AI & Cybersecurity services and products is relatively new, and may decline or experience limited growth, and its business is dependent on its clients’ continuing adoption and use its services and products.
For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy).
Judgments must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy).
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; 4 ● 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; ● 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, including the current tension between Russia and Ukraine and other future major geopolitical events, and related actions taken by other countries in response, or perceived, threatened or actual security concerns; 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 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.
For example, Gorilla and Lanner collaborated and introduced a new line of Security Convergence Devices which integrates AI-Based platform and enables organizations to proactively secure their networks without the need for manual intervention. Gorilla also continues to invest significantly in growth opportunities outside the Asia-Pacific and in particular the MENA region, the European Union and the United States.
(“Lanner”) collaborated and introduced a new line of Security Convergence Devices which integrates an AI-based platform and enables organizations to proactively secure their networks without the need for manual intervention. Gorilla also continues to invest significantly in growth opportunities outside the Asia-Pacific and in particular the MENA region, the European Union and the United States.
In addition, widespread investor concerns regarding the U.S. or international financial systems could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for us to acquire financing on acceptable terms or at all.
In addition, widespread investor concerns regarding the United States or international financial systems could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for us to acquire financing on acceptable terms or at all.
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; 25 ● 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; ● restrictions on transfers of funds and assets between jurisdictions; and ● China — Taiwan geo-political instability.
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.
Item 3: KEY INFORMATION 3.A. [RESERVED] 3.B. CAPITALIZATION AND INDEBTEDNESS Not applicable. 3.C. REASONS FOR THE OFFER AND USE OF PROCEEDS Not applicable. 3.D. RISK FACTORS An investment in our securities involves a high degree of risk.
Item 3: KEY INFORMATION 3.A. [RESERVED] 3.B. CAPITALIZATION AND INDEBTEDNESS Not applicable. 3.C. REASONS FOR THE OFFER AND USE OF PROCEEDS Not applicable. 3.D. RISK FACTORS An investment in our securities involves risks.
As with many developing technologies, AI presents risks and challenges that could affect its further development, adoption, and use, and therefore our business. AI algorithms may be flawed. Datasets may be insufficient, of poor quality, or contain biased information. Inappropriate or controversial data practices by data scientists, engineers, and end-users of our systems could impair the acceptance of AI solutions.
However, as with many developing technologies, AI presents risks and challenges that could affect its further development, adoption, and use, and therefore our business. AI algorithms may be flawed, datasets may be insufficient or contain biased, and inappropriate data practices by data scientists, engineers, and end-users of our systems could impair the acceptance of AI solutions.
Gorilla’s business and operations are subject to a variety of regulatory requirements in the United States and abroad, 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 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.
The competitive position of our platforms depends, in part, on its ability to operate with third-party products and services, and if we are not successful in maintaining and expanding the compatibility of our platforms with such third-party products and services, our business, financial condition, and results of operations could be adversely impacted.
The competitive edge of our platforms also partly relies on compatibility with third-party products. 8 The competitive position of Gorilla’s platforms depends, in part, on its ability to operate with third-party products and services, and if we are not successful in maintaining and expanding the compatibility of its platforms with such third-party products and services, its business, financial condition, and results of operations could be adversely impacted.
If Gorilla is unsuccessful at investing in growth opportunities, its business could be materially and adversely affected. Gorilla continues to invest significantly in growth opportunities, including the development of new technologies and services to meet its clients’ needs.
If Gorilla is unsuccessful at investing in growth opportunities, its business could be materially and adversely affected. Gorilla continues to invest significantly in growth opportunities, including the development of new technologies and services to meet its clients’ needs. For example, Gorilla and Lanner Electronics Inc.
Gorilla’s future growth depends on its ability to enhance its existing services and introduce new services that achieve market acceptance and penetrate new markets. Therefore, Gorilla plans to incur substantial research and development costs as part of its efforts to develop and commercialize new services and enhance existing services.
Gorilla’s future growth depends on its ability to enhance its existing services and introduce new services that achieve market acceptance and penetrate new markets. Gorilla has incurred and will continue to incur substantial research and development costs as part of its efforts to develop and commercialize new services and enhance existing services.
In addition, our business partners could be adversely affected by any of the liquidity or other risks that are described above as factors, which in turn, could have a material adverse effect on our current and/or projected business operations and results of operations and financial condition.
Any of these impacts, or any other impacts resulting from the factors described above or other related or similar factors not described above, could have material adverse impacts on our liquidity and our current and/or projected business operations and financial condition and results of operations. 13 In addition, our business partners could be adversely affected by any of the liquidity or other risks that are described above as factors, which in turn, could have a material adverse effect on our current and/or projected business operations and results of operations and financial condition.
Factors that may cause these quarterly fluctuations include, without limitation, those listed below: ● The timing of revenues generated in any quarter; ● Pricing changes Gorilla may adopt to drive market adoption or in response to competitive pressure; Gorilla’s ability to retain its existing customers and attract new customers; ● Gorilla’s ability to develop, introduce and sell services and products in a timely manner that meet customer requirements; ● Disruptions in Gorilla’s sales channels or termination of its relationship with partners; ● Delays in customers’ purchasing cycles or deferments of customers’ purchases in anticipation of new services or updates from Gorilla or its competitors; ● Fluctuations in demand pressures for Gorilla’s products; ● The mix of services sold in any quarter; ● Political and economic instability, including instabilities associated with the armed conflict in Ukraine and any conflict or threat of conflict that may affect Taiwan or Egypt; ● The timing and rate of broader market adoption of Gorilla’s data service platform; ● Market acceptance of Gorilla’s services and further technological advancements by Gorilla’s competitors and other market participants; ● Any change in the competitive dynamics of Gorilla’s markets, including consolidation of competitors, regulatory developments and new market entrants; ● Changes in the source, cost, availability of and regulations pertaining to materials Gorilla uses; ● Adverse litigation, judgments, settlements or other litigation-related costs, or claims that may give rise to such costs; and ● General economic, industry and market conditions, including trade disputes. 11 Adverse global economic conditions, geopolitical issues and other conditions that impact our increasingly global operations could have a negative effect on our business, results of operations and financial condition and liquidity.
Factors that may cause these fluctuations include, without limitation, those listed below: ● The timing of revenues generated in any quarter; ● Profitability of Gorilla’s products, especially in new markets and due to seasonal fluctuations, and pricing changes Gorilla may adopt to drive market adoption or in response to competitive pressure; ● Gorilla’s ability to retain its existing customers and attract new customers; ● Gorilla’s ability to develop, introduce and sell services and products in a timely manner that meet customer requirements; ● Disruptions in Gorilla’s sales channels or termination of its relationship with partners; ● Delays in customers’ purchasing cycles or deferments of customers’ purchases in anticipation of new services or updates from Gorilla or its competitors; ● Fluctuations in demand pressures for Gorilla’s products; ● Fluctuations of exchange rates; ● The mix of services sold in any quarter; ● Labor availability and costs for hourly and management personnel; ● Political and economic instability, including instabilities associated with the armed conflicts between Russia and Ukraine, and Israel and Hamas, coupled with high inflationary pressures and interest rates, and any conflict or threat of conflict that may affect Taiwan or Egypt; ● Expansion to new markets and the timing and rate of broader market adoption of Gorilla’s data service platform; ● Changes in consumer preferences and competitive conditions, including market acceptance of Gorilla’s services and further technological advancements by Gorilla’s competitors and other market participants; ● Any change in the competitive dynamics of Gorilla’s markets, including consolidation of competitors, regulatory developments and new market entrants; ● Fluctuations in commodity prices and changes in the source, cost, availability of and regulations pertaining to materials Gorilla uses; ● Adverse litigation, judgments, settlements or other litigation-related costs, or claims that may give rise to such costs; and ● Macroeconomic conditions, both internationally and locally, and general economic, industry and market conditions, including trade disputes. 12 Adverse global economic conditions, geopolitical issues and other conditions that impact our increasingly global operations could have a negative effect on our business, results of operations and financial condition and liquidity.
With effect from January 1, 2019, the International Tax Co-operation (Economic Substance) Act (As Revised) (the “Substance Act”) came into force in the Cayman Islands introducing certain economic substance requirements for in-scope Cayman Islands entities which are engaged in certain “relevant activities,” which in the case of exempted companies incorporated before January 1, 2019, will apply in respect of financial years commencing July 1, 2019 onwards.
In addition, the Cayman Islands has enacted the International Tax Co-operation (Economic Substance) Act (as Revised) (“Substance Act”), effective January 1, 2019, introducing certain economic substance requirements for in-scope Cayman Islands entities which are engaged in certain “relevant activities,” which in the case of exempted companies incorporated before January 1, 2019, will apply in respect of financial years commencing July 1, 2019 onwards.
Gorilla relies on a combination of patent, copyright, service mark, and trade secret laws, as well as confidentiality procedures and contractual obligations, to establish and protect its proprietary rights, all of which provide only limited protection.
Gorilla relies on a combination of patent, copyright, service mark, and trade secret laws, as well as confidentiality procedures and contractual obligations, to establish and protect its proprietary rights.
Given our anticipated international growth, Gorilla expects the number of transactions in a variety of foreign currencies to continue to grow in the future. Gorilla may need to convert the currencies it receives through its operations into other currencies in order to fund its continued operations. Such conversions may create transaction costs to Gorilla.
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.
In addition, Gorilla’s research and development program may not produce successful results, and even if it does successfully produce new services, those services may not achieve market acceptance, create additional revenue or become profitable.
Future research and development expenses will adversely affect Gorilla’s future results of operations. In addition, Gorilla’s research and development program may not produce successful results, and even if it does successfully produce new services, those services may not achieve market acceptance, create additional revenue or become profitable.
For as long as Gorilla continues to be an emerging growth company, it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act.
As long as we qualify as an emerging growth company, we may take advantage of certain exemptions from various reporting requirements that apply to other public companies that are not emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act.
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.
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.
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.
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.
Gorilla cannot assure you that the market price of the ordinary shares and warrants will not fluctuate widely or decline significantly in the future in response to a number of factors, including, among others, the following: ● the realization of any of the risk factors presented in this Annual Report; ● actual or anticipated differences in Gorilla’s estimates, or in the estimates of analysts, for Gorilla’s revenues, results of operations, level of indebtedness, liquidity or financial condition; ● additions and departures of key personnel; ● failure to comply with the requirements of Nasdaq; ● failure to comply with the Sarbanes-Oxley Act or other laws or regulations; ● future issuances, sales, resales or repurchases or anticipated issuances, sales, resales or repurchases, of Gorilla’s securities including due to the expiration of contractual lock-up agreements; ● publication of research reports about Gorilla; ● the performance and market valuations of other similar companies; ● failure of securities analysts to initiate or maintain coverage of Gorilla, changes in financial estimates by any securities analysts who follow Gorilla or Gorilla’s failure to meet these estimates or the expectations of investors; ● new laws, regulations, subsidies, or credits or new interpretations of existing laws applicable to Gorilla; ● commencement of, or involvement in, litigation involving Gorilla; 31 ● broad disruptions in the financial markets, including sudden disruptions in the credit markets; ● speculation in the press or investment community; ● actual, potential or perceived control, accounting or reporting problems; ● changes in accounting principles, policies and guidelines; and ● other events or factors, including those resulting from infectious diseases, health epidemics and pandemics (including the ongoing COVID-19 public health emergency), natural disasters, war, acts of terrorism or responses to these events.
Gorilla cannot assure you that the market price of the ordinary shares and warrants will not fluctuate widely or decline, in the future in response to a number of factors, including, among others, the following: ● the realization of any of the risk factors presented in this Annual Report; ● actual or anticipated differences in Gorilla’s estimates, or in the estimates of analysts, for Gorilla’s revenues, results of operations, level of indebtedness, liquidity or financial condition; ● additions and departures of key personnel; ● failure to meet Nasdaq’s continued listing requirements, such as corporate governance or minimum bid price rules, may result in delisting, negatively impacting the securities’ price and liquidity; ● failure to comply with the Sarbanes-Oxley Act or other laws or regulations; ● future issuances, sales, resales or repurchases or anticipated issuances, sales, resales or repurchases, of Gorilla’s securities including due to the expiration of contractual lock-up agreements; ● publication of future research reports about Gorilla; ● the performance and market valuations of other similar companies; ● the trading market for Gorilla’s securities is and could be influenced by industry or financial analysts’ research and reports, over whom Gorilla has no control; ● new laws, regulations, subsidies, or credits or new interpretations of existing laws applicable to Gorilla; ● commencement of, or involvement in, litigation involving Gorilla; ● broad disruptions in the financial markets, including sudden disruptions in the credit markets; ● speculation in the press or investment community; ● actual, potential or perceived control, accounting or reporting problems; ● changes in accounting principles, policies and guidelines; and ● other events or factors, including those resulting from infectious diseases, health epidemics and pandemics, natural disasters, war, acts of terrorism or responses to these events.
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 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.
Our corporate affairs are governed by our amended and restated memorandum and articles of association, the Companies Act and the common law of the Cayman Islands.
We are an exempted company incorporated under the laws of the Cayman Islands, and our corporate affairs are governed by our amended and restated memorandum and articles of association, the Companies Act and the common law of the Cayman Islands.
Gorilla has filed for patents in the United States and in certain international jurisdictions, but such protections may not be available or applied for in all countries in which it operates or in which Gorilla seeks to enforce its intellectual property rights or may be difficult to enforce in practice.
Gorilla has filed for patents in the United States and in certain international jurisdictions, but such protections may not be available or applied for in all countries where it operates or seeks to enforce its intellectual property rights. Additionally, enforcement of these rights may be difficult in practice, particularly in jurisdictions with weak enforcement mechanisms or high rates of counterfeiting.
Issues in the use of artificial intelligence (including machine learning) in our platforms may result in reputational harm or liability. AI is enabled by or integrated into many of our platforms and is a significant and potentially growing element of our business.
Issues in the use of artificial intelligence (including machine learning) in our platforms, along with the evolving regulatory framework for these technologies, may result in reputational harm or liability, and adversely affect our business, and results of operations. AI is enabled by or integrated into many of our platforms and is a significant and potentially growing element of our 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.
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.
Our decision to avoid this large potential market may limit our growth prospects and could adversely impact our business, results of operations, and financial condition, and we may not compete successfully against our current or potential competitors who choose to work in China.
Our decision to avoid this large potential market may limit our growth prospects and could adversely impact our business, results of operations, and financial condition, and we may not compete successfully against our current or potential competitors who choose to work in China. 11 Gorilla’s results of operations may fluctuate on a quarterly and annual basis, which could cause its share price to fluctuate or decline.
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.
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.
Although we endeavor to do business with customers and governments that are aligned with our mission and values, we cannot predict how the activities and values of our government and private sector customers will evolve over time, and they may evolve in a manner inconsistent with our mission. 10 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.
Although we endeavor to do business with customers and governments that are aligned with our mission and values, we cannot predict how the activities and values of our government and private sector customers will evolve over time, and they may evolve in a manner inconsistent with our mission.
Gorilla’s efforts to protect and enforce its intellectual property rights and prevent third parties from violating its rights may be costly. The success of Gorilla’s services and its business depends, in part, on Gorilla’s ability to obtain patents and other intellectual property rights and maintain adequate legal protection for its products in the United States and other international jurisdictions.
The success of Gorilla’s services and its business depends, in part, on its ability to obtain patents and other intellectual property rights and maintain adequate legal protection for its products in the United States, Taiwan, Egypt, and other international jurisdictions.
If a significant number of clients cease using, or reduce their use of our services, then Gorilla may be required to spend significantly more on sales and marketing than we currently spend in order to maintain or increase revenue from our clients, which could adversely affect its business, results of operations and financial condition.
If a significant number of clients cease using, or reduce their use of our services, then Gorilla may be required to spend significantly more on sales and marketing than we currently spend in order to maintain or increase revenue from our clients, which could adversely affect its business, results of operations and financial condition. 7 If Gorilla fails to adapt and respond effectively to rapidly changing technology, evolving industry standards, changing regulations, and changing client needs, requirements or preferences, its products and services may become less competitive.
A failure to maintain our relationships with our third-party providers (or obtain adequate replacements), and to receive services from such providers that do not contain any material errors or defects, could adversely affect our ability to deliver effective products and solutions to our customers and adversely affect our business and results of operations. 16 Our policies regarding customer confidential information and support for individual privacy and civil liberties could cause us to experience adverse business and reputational consequences.
A failure to maintain our relationships with our third-party providers (or obtain adequate replacements), and to receive services from such providers that do not contain any material errors or defects, could adversely affect our ability to deliver effective products and solutions to our customers and adversely affect our business and results of operations.
The stock markets, including Nasdaq on which Gorilla lists the ordinary shares and warrants under the symbols “GRRR,” and “GRRRW,” respectively, have from time to time experienced significant price and volume fluctuations.
The stock markets, including Nasdaq on which Gorilla lists the ordinary shares and warrants under the symbols “GRRR,” and “GRRRW,” respectively, have from time to time experienced significant price and volume fluctuations. Even with an active market, the market price and trading volume of the ordinary shares and warrants may be volatile and could decline significantly.
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. It may also determine there is a need to raise equity or debt financing for other reasons.
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.
The loss of any one or more members of our senior management team, for any reason, including resignation or retirement, could impair our ability to execute our business strategy and harm our business, financial condition and results of operations.
The loss of any one or more members of our senior management team, for any reason, including resignation or retirement, could impair our ability to execute our business strategy and harm our business, financial condition and results of operations. Our financial condition could be negatively affected if governments in the countries we operate in introduce new unfavorable tax legislation.
It is possible that new laws and regulations will be adopted in the United States and globally, or existing laws and regulations may be interpreted in new ways, that would affect the operation of our platform and the way in which we use artificial intelligence and machine learning technology, including with respect to fair lending laws.
It is possible that new laws and regulations will be adopted globally, or existing laws and regulations may be interpreted in new ways, that would affect the operation of our platform and the way in which we use these technologies.
Additionally, because many of our customers use our platforms to store, transmit, and otherwise process proprietary, confidential, or sensitive information, and complete mission critical tasks, they have a lower risk tolerance for security vulnerabilities in our platforms and services than for vulnerabilities in other, less critical, software products and services. 14 We, and the third-party vendors upon which we rely, have experienced, and may in the future experience, cybersecurity threats, including threats or attempts to disrupt our information technology infrastructure and unauthorized attempts to gain access to sensitive or confidential information.
Additionally, because many of our customers use our platforms to store, transmit, and otherwise process proprietary, confidential, or sensitive information, and complete mission critical tasks, they have a lower risk tolerance for security vulnerabilities in our platforms and services than for vulnerabilities in other, less critical, software products and services.
These fluctuations could adversely affect Gorilla’s ability to meet its expectations or those of securities analysts or investors. If Gorilla does not meet these expectations for any period, the value of its business and its securities, or those of the combined company, could decline significantly.
If Gorilla does not meet these expectations for any period, the value of its business and its securities, could decline significantly.
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. 3 Gorilla has experienced strong growth in the last year, and if Gorilla fails to effectively manage its growth, then its business, results of operations and financial condition could be adversely affected.
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.
As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the Board of Directors or controlling shareholders than they would as public shareholders of a United States company. 24 Economic substance legislation of the Cayman Islands may adversely impact us or our operations.
A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere. As a result, public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the Board of Directors or controlling shareholders than they would as public shareholders of a United States company.
Hackers or other malicious parties could circumvent our or our customers’ security measures, and customers may misuse our platforms resulting in a security breach or perceived product failure. 18 Real or perceived errors, failures, or bugs in our platforms and services, or dissatisfaction with our services and outcomes, could result in customer terminations and/or claims by customers for losses sustained by them.
Real or perceived errors, failures, or bugs in our platforms and services, or dissatisfaction with our services and outcomes, could result in customer terminations and/or claims by customers for losses sustained by them.
From time to time, government entities may seek our assistance with obtaining information about our customers or could request that we modify our platforms in a manner to permit access or monitoring.
In addition, we may not be able to limit our liability to our clients with respect to breaches of our obligation to keep the information we receive from them confidential. Government entities may seek our assistance with obtaining information about our customers or could request that we modify our platforms in a manner to permit access or monitoring.
This could temporarily impact Gorilla’s free cash for use in operations and prolong its working capital cycle and liquidity (notwithstanding the GoE’s payments to Gorilla in 2023). If Gorilla does not develop enhancements to its services and introduce new services that achieve market acceptance, its growth, business, results of operations and financial condition could be adversely affected.
If Gorilla does not develop enhancements to its services and introduce new services that achieve market acceptance, its growth, business, results of operations and financial condition could be adversely affected.
If we are unable to sufficiently differentiate our platforms from the integrated or bundled products of our competitors, such as by offering enhanced functionality, performance, or value, we may see a decrease in demand for those platforms, which could adversely affect our business, financial condition, and results of operations. 9 In addition, new, innovative start-up companies and larger companies that are making significant investments in research and development may introduce products that have greater performance or functionality, are easier to implement or use, incorporate technological advances that we have not yet developed, or implemented or may invent similar or superior platforms and technologies that compete with our platforms.
In addition, new, innovative start-up companies and larger companies that are making significant investments in research and development may introduce products that have greater performance or functionality, are easier to implement or use, incorporate technological advances that we have not yet developed, or implemented or may invent similar or superior platforms and technologies that compete with our platforms.
For example, in order to further enhance business relationships with current or potential customers or partners, Gorilla may issue equity or equity-linked securities to such current or potential customers or partners. Gorilla may not be able to timely secure debt or equity financing on favorable terms, or at all.
It may also determine the need to raise equity or debt financing for other reasons, such as enhancing business relationships with current or potential customers or partners. 3 Gorilla may not be able to timely secure debt or equity financing on favorable terms, or at all.
As we are a Cayman Islands company, compliance obligations include filing annual notifications for us, which need to state whether we are carrying out any relevant activities and if so, whether we have satisfied economic substance tests to the extent required under the Substance Act.
As a Cayman Islands company, we are required to file annual notifications, which need to state whether we are carrying out any relevant activities and if so, whether we have satisfied economic substance tests where applicable. It is anticipated that the Substance Act will evolve and be subject to further clarification and amendments.
Accordingly, political, economic and military conditions in Taiwan and the surrounding region, including any escalation of tensions between China and Taiwan, may directly affect Gorilla’s business and operations.
Gorilla’s headquarters are located in the United Kingdom, while its offices and employees, including certain management members, are primarily in Taiwan, a region where political, economic, and military conditions, including any escalation of tensions between China and Taiwan, may directly affect its business and operations.
If our subsidiaries are unable to pay dividends and make other payments or transfers of funds to us when needed, we may be unable to satisfy our obligations, which would have a material adverse effect on our business, financial condition and operating results. 27 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 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.
Though our technologies and business practices are designed to mitigate many of these risks, if we enable or offer AI solutions that are controversial because of their purported or real impact on human rights, privacy, employment, or other social issues, we may experience brand or reputational harm. 15 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.
In the past, securities class-action litigation has often been instituted against companies following periods of volatility in the market price of their shares. 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.
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
Any business partner bankruptcy or insolvency, or any breach or default by a business partner, or the loss of any significant business partner relationships, could result in material adverse impacts on our current and/or projected business operations and financial condition. 12 We are dependent on our senior management team and other highly skilled personnel, and if we are not successful in attracting or retaining highly qualified personnel, we may not be able to successfully implement our business strategy.
Any business partner bankruptcy or insolvency, or any breach or default by a business partner, or the loss of any significant business partner relationships, could result in material adverse impacts on our current and/or projected business operations and financial condition.
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 your ability to protect your rights through the U.S. Federal courts may be limited. We are an exempted company incorporated under the laws of the Cayman Islands.
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.
If the recommendations, forecasts, or analyses that AI applications assist in producing are deficient or inaccurate, we could be subjected to competitive harm, potential legal liability, and brand or reputational harm.
If AI-generated recommendations, forecasts, or analyzes are deficient or inaccurate, we could be subjected to competitive harm, potential legal liability or reputational harm. Additionally, the regulatory framework for AI and machine learning is evolving and remains uncertain.
These developments could adversely affect Gorilla’s business, results of operations and financial condition.
Adverse developments affecting the financial services industry could adversely affect our current and projected business operations and our financial condition and results of operations.
Alleviating any of these problems could require additional significant expenditures of our capital and other resources and could cause interruptions, delays, or cessation of our product licensing, which could cause us to lose existing or potential customers and could adversely affect our business, financial condition, results of operations, and growth prospects.
Alleviating any of these problems could require additional significant expenditures of our capital and other resources and could cause interruptions, delays, or cessation of our product licensing, which could cause us to lose existing or potential customers and could adversely affect our business, financial condition, results of operations, and growth prospects. 19 Legal and Regulatory Risks Related to Gorilla’s Business Gorilla’s operations and platform are subject to a variety of United States and international laws and regulations, including those regarding privacy, data protection and information security, and its data consumers may be subject to regulations related to the handling and transfer of certain types of sensitive and confidential information.
Many of the companies with which Gorilla competes for experienced personnel have greater resources than Gorilla may attempt to recruit our highly skilled employees. In addition, certain domestic immigration laws restrict or limit Gorilla’s 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, United Kingdom, Egypt or the United States, restrict or limit our ability to recruit internationally.
Risks Related to the Gorilla Financial Statements and Internal Control Over Financial Reporting If we fail to implement and maintain an effective system of internal controls or fail to remediate the material weaknesses in our internal control over financial reporting that have been identified, we may be unable to accurately report our results of operations or prevent fraud or fail to meet our reporting obligations, and investor confidence and the market price of our shares may be materially and adversely affected.
Failure to implement and maintain effective internal controls or remediate identified weaknesses could impair our ability to accurately report financial results, meet reporting obligations, and prevent fraud, adversely affecting investor confidence and the market price of our shares.
This growth has placed, and may continue to place, significant demands on its corporate culture, operational infrastructure and management.
For example, Gorilla has also experienced significant growth in the number of data consumers, usage and amount of data that its platform and associated infrastructure support. This growth has placed, and may continue to place, significant demands on its corporate culture, operational infrastructure and management.
Gorilla cannot predict if investors find its securities less attractive because it relies on these exemptions. If some investors find its securities less attractive as a result, there may be a less active trading market for its securities and the price of Gorilla’s securities may be more volatile.
If some investors find its securities less attractive as a result, there may be a less active trading market for its securities and the price of Gorilla’s securities may be more volatile. Effective internal controls are necessary for us to provide reliable and accurate financial information and to effectively prevent fraud.
Unfavorable changes in any of these or other factors, most of which are beyond our control, could materially and adversely affect our business, results of operations and financial results.
Unfavorable changes in any of these or other factors, most of which are beyond our control, could materially and adversely affect our business, results of operations and financial results. We qualify as a foreign private issuer, exempting us from certain U.S. reporting and governance requirements, but losing this status could increase our compliance costs significantly.
As a result, its shareholders may not have access to certain information that they may deem important.
As a result, its shareholders may not have access to certain information that they may deem important. Gorilla cannot predict whether investors will find its securities less attractive because it relies on these exemptions.
Gorilla has and continues to invest time and resources, including the review of its technology and systems to ensure its taking into consideration the requirements of applicable data privacy laws. 19 Gorilla and its data providers and data consumers may be subject to privacy and data protection-related laws and regulations that impose obligations in connection with the collection, processing and use of personal data.
Non-compliance with these applicable laws and regulations could damage our reputation, lead to costly litigation, and harm our business. Privacy is at the core of Gorilla’s technology. Gorilla and its data providers and data consumers may be subject to privacy and data protection-related laws and regulations that impose obligations in connection with the collection, processing, and use of personal data.
Accordingly, the results of any one quarter should not be relied upon as an indication of future performance. Gorilla’s quarterly financial results may fluctuate as a result of a variety of factors, many of which are outside of its control and may not fully reflect the underlying performance of Gorilla’s business.
Gorilla’s financial results may fluctuate as a result of a variety of factors, many of which are outside of its control and may not fully reflect the underlying performance of Gorilla’s business. These fluctuations could adversely affect Gorilla’s ability to meet its expectations or those of securities analysts or investors.
Gorilla may also be unsuccessful in obtaining permits, licenses or other authorizations required to operate its business, such as for the import or export of its products.
Gorilla may also be unsuccessful in obtaining permits, licenses or other authorizations required to operate its business, such as for the import or export of its products. While we have implemented policies and procedures designed to achieve compliance with the applicable laws and regulations, we cannot guarantee that we or our personnel will fully comply with them at all times.
In addition, our platforms could be perceived to be ineffective for a variety of reasons outside of our control.
In addition, our platforms could be perceived to be ineffective for a variety of reasons outside of our control. Hackers or other malicious parties could circumvent our or our customers’ security measures, and customers may misuse our platforms resulting in a security breach or perceived product failure.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Seasonality may cause fluctuations in our results of operations and position. 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 — Seasonality may cause fluctuations in our results of operations and position ” and Item 5.A . “Operating Results — Quarterly Revenue Trends ” for more information.
To meet the accounting, invoicing and budgeting procedures applicable to those customers, our income generated by particular governmental agency customers will be recognized upon the customers’ acceptance of our invoice.
To meet the accounting, invoicing and budgeting procedures applicable to those customers, our income generated by governmental agency customers will be recognized upon the customers’ acceptance of our invoice.
Movements in the opposite direction do not trigger an alert. ● The Direction Violation Detection IVA operates the same as the Direction Detection IVA but also detects and alerts to movements in the opposite direction.
Movements in the opposite direction do not trigger an alert. o The Direction Violation Detection operates the same as the Direction Detection IVA but also detects and alerts to movements in the opposite direction.
The following behavior analytics algorithms are used in our solutions: ● The People Counting IVA 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. ● The Line Crossing IVA detects when people cross a line (or lines) of user-defined length and position. ● The Intrusion Detection IVA monitors user-created zones to detect any activity or entries by moving objects (like people). 39 ● The Direction Detection IVA monitors a user-created zone for people moving within the zone and in the marked direction.
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.
For example, a project with governmental agency was won by the end of previous fiscal year or at the beginning of the current fiscal year, the customer will accept our billing upon the completion of such project, which could be by the end of the current fiscal year or potentially, the next fiscal year.
For example, if a project with a government agency was won by the end of previous fiscal year or at the beginning of the current fiscal year, the customer would accept our billing upon the completion of such project, which could be by the end of the current fiscal year or potentially, the next fiscal year, at which point the revenue would be recognized.
While there are a myriad of uses for this, Face Recognition IVAs are often used for watch lists, VIP identification, attendance systems and black lists. Vehicle Analysis Vehicle analysis IVAs have been widely deployed by transportation authorities to keep traffic flowing smoothly, reduce traffic violations and assist with criminal investigations.
While there is a myriad of uses for this, Face Recognition IVAs are often used for watch lists, VIP identification, attendance systems and blacklists. o The Face Detection detects Gender, Age, Eyewear, and Masks. ● Vehicle Analysis Vehicle analysis IVAs have been widely deployed by transportation authorities to keep traffic flowing smoothly, reduce traffic violations and assist with criminal investigations.
We lease part of our facilities and own real property in Taipei, Taiwan. We intend to procure additional space as we add employees and expand geographically. We believe our facilities are adequate and suitable for our current needs and that, if necessary, additional or alternative space will be available to accommodate any expansion of our business.
We believe our facilities are adequate and suitable for our current needs and that, if necessary, additional or alternative space will be available to accommodate any expansion of our business.
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 or not an event or behavior has occurred. 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.
Once detected, features like clothing color, gender, eyewear, masks and age group can be detected as well. ● The Face Recognition IVA, which is subject to the privacy regulation applied to each region, recognizes and identifies faces and is used in conjunction with our Business Automation Platform (BAP) software and its facial recognition database.
It helps detect clothing color, faces, and Head & Shoulders. o The Face Recognition , which is subject to the privacy regulation applied to each region, recognizes and identifies faces and is used in conjunction with our Business Automation Platform (“BAP”) software and its facial recognition database.
Business Intelligence Gorilla’s business intelligence analytics models provide visual overviews of top-performing traffic, people count, gender, and ages for single and multi-store environments to assist clients in better target product marketing strategies, especially when combined with POS data, conversion rate, and consumer preference analysis.
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.
We also have material business units in Taiwan, which include Video IoT & Security Convergence, R&D, general administrative, human resources and finance & accounting. In addition, we have business units in India (R&D, Customer Success, Business Operations) and Egypt (Sales, Procurement). We lease additional offices around the world, including in India and Egypt.
Additionally, we have business units in India (R&D, Customer Success, Business Operations) and Egypt (Sales, Procurement). We also have additional offices around the world, including in India, the United States, Thailand and Egypt.
The primary benefits of EVMS are: ● Cost Efficiency — AI-based video analytics are embedded to replace manual video monitoring, save human resource costs and increase efficiency. ● Event Alert — Real-time abnormal event alerts provide management efficiency and perform effective and near instant event handling and event searches. ● Interoperable — Interoperability to work with standard camera and NVR in one VMS platform, manage video and events from any number of Gorilla or third party VMS/NVR and IVA systems. ● At-a-Glance Awareness — The visualized and customizable event dashboard gives at-a-glance situational and system awareness.
Key Benefits ● Cost Efficiency — AI-based video analytics are embedded to replace manual video monitoring, save human resource costs and increase efficiency. ● Event Alert — Real-time abnormal event alerts provide management efficiency and perform effective and near instant event handling and event searches. ● Highly Interoperable — Interoperability to work with standard camera and NVR in one VMS platform, manage video and events from any number of Gorilla or third party VMS/NVR and IVA systems. ● At-a-Glance Awareness — The visualized and customizable event dashboard gives at-a-glance situational and system awareness ● Centralized Operations — Combines video management, analytics, and reporting into a single, unified platform, simplifying workflows and enhancing oversight. ● Scalable for All Organizations — Designed to adapt to organizations of any size, from small businesses to large enterprises, ensuring flexibility. ● Faster Response Times — Enables real-time alerts and actionable insights at the edge, allowing immediate responses to incidents without delays. ● Optimized Operations and Equipment — Enhances the efficiency of existing systems by integrating advanced analytics, reducing manual interventions, and extending equipment lifespan. ● Actionable Analytics and Reports — Provides detailed analytics and customizable reports that empower organizations to make informed decisions and improve strategies. ● Fully Customizable — Allows users to tailor configurations, alerts, and reports to meet specific organizational needs and objectives.
Object Recognition Similar to the People/Face Recognition IVAs, the Object Recognition IVAs utilize algorithms to train software to detect and recognize specific objects. Once trained, the IVAs generate real-time recognition and identification of objects within the parameters set by the end-user for a number of uses — most notably, the identification of weapons for immediate security response.
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.
Event & Video Management System Appliances Gorilla Event & Video Management System (EVMS) is an advanced 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 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.
These IVAs generate real-time events and statistical data that can be used to make quick decisions and deploy fewer workers. ● The Vehicle Classification IVA detects vehicle types, e.g. motorbikes, cars and buses. ● The Vehicle Direction Detection & Counting IVA counts the number of vehicles moving in a specific direction. ● The Traffic Violation Detection IVA recognizes the vehicles that violate traffic regulations or enter into prohibited areas. ● The License Plate Recognition IVA recognizes license plates on static or moving vehicles under the privacy regulation applied to each region.
These 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.
Video Analytics Intelligent video analytics (“IVAs”) are AI models that can scan video for patterns and distinguish specific items using AI algorithms and metadata. The video data can then be queried and searched for various/specific outcomes after it has been processed.
The video data can then be queried and searched for various and specific outcomes after it has been processed. Gorilla has developed over 140 distinct functions across 40 distinct categories of IVAs.
In other markets where Gorilla only supplies hardware devices to local service integrators, except that such hardware devices will be in compliance with EU ETSI Standards, it is local integrators’ sole discretion whether to activate any function to collect, process or share PII, and if yes, it is local integrators’ responsibility to obtain sufficient assurances from data providers that the subject of the date has been provided with clear and appropriate notice and explicitly consented to provide such data, or with sufficient authorization under applicable laws and regulations.
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.
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BUSINESS OVERVIEW Gorilla is a global solution provider in Security Intelligence, Network Intelligence, Business Intelligence and IoT technology, with operations and established distribution and sales channels in Asia Pacific and other key regions around the world, including the United States, Europe, the Middle East and Latin America.
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BUSINESS OVERVIEW Introduction: The Foundation of Intelligent Digital Transformation Headquartered in London United Kingdom, Gorilla is a global solution provider specializing in Security Intelligence, Network Intelligence, Business Intelligence, and Internet of Things (“IoT”).
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We have been working in the field of video analytics since our incorporation in 2001. We have used this core competence to produce revolutionary and transformational technology using artificial intelligence (“AI”) and edge AI computing as video technologies transitioned from analog to digital formats.
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With a strong presence in Asia Pacific, the United States, Europe, the Middle East, and Latin America, we deliver AI-driven solutions that power Smart Cities, Enterprises, Government, Manufacturing, Telecommunications, Retail, Transportation, Logistics, Healthcare, and Education. Our expertise lies in revolutionizing urban operations, enhancing security, and optimizing digital transformation.
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Our established technologies in edge AI computing, video analytics, and OT security solutions and services form the foundation of our line of product and service offerings for a wide range of commercial, industrial, municipal and government customers. To provide end-to-end solutions for various sectors, we partner with industry-leading firms such as cloud infrastructure providers, telecoms, chipset vendors and storage manufacturers.
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We deliver pioneering products that integrate AI, deep learning, and edge computing to advance intelligent video surveillance, facial recognition, license plate recognition, post-event analytics, cybersecurity, and network intelligence. By leveraging these innovations, we empower governments and enterprises to increase efficiency, security, and resilience, ultimately improving the quality of life for people worldwide.
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Our proprietary machine learning and deep learning algorithms are foundational to our products and services, which enable our customers to securely move, store and analyze data for use in biometric authentication, account management, device management, business intelligence, and other applications.
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History: Our Evolution Founded in 2001 in the Cayman Islands, Gorilla initially focused on video content solutions for broadcasting firms in Taiwan, where our AI-driven video analysis capabilities were first developed. In 2010, Gorilla pivoted towards computer vision, machine learning, and cybersecurity, investing in optical character recognition, object detection, facial recognition, and AI-powered analytics.
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We divided our products and services into two segments, namely Video IoT and Security Convergence, each containing the video intelligence and Internet of Things (“IoT”) and convergence of information technology (IT) and operational technology (OT) security solutions, respectively. History Gorilla was incorporated in 2001 as a Cayman Islands exempted company.
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Over the past decade, we have expanded into Big Data Analytics, IoT, Edge AI computing, and infrastructure solutions, transforming how governments and enterprises collect, process, and analyze data to drive real-world impact. Today, our AI-powered solutions are deployed in government institutions, corporate offices, highways, airports, seaports, train stations, hospitals, retail spaces, universities, and law enforcement agencies.
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Our initial operations focused on supporting broadcasting firms with video content for storage, labeling, processing and retrieval. Gorilla’s video analysis and AI capabilities were built on this foundation. We invested in research and development to enhance our platform to deploy facial recognition technology in 2010 as Gorilla’s expertise developed.
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Gorilla continues to be a trusted technology partner, helping organizations secure, optimize, and future-proof their operations. Our Edge AI-driven solutions process data directly at the network’s edge, reducing reliance on cloud-based computation and ensuring faster, more efficient, and cost-effective AI operations.
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Since then, we have grown our expertise in IoT, video intelligence, edge AI computing and cybersecurity, with product and service offerings spanning a wide range of sectors and customers.
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The four key advantages of Edge AI include: ● Cost-effectiveness – Reduces data processing on larger devices and minimizes cloud transfer costs. ● Faster processing speeds – Minimizes latency and enables real-time AI-powered decision-making. ● Enhanced security and resilience – Keep sensitive data on local devices, mitigating risks from network failures. ● Uninterrupted workflows – Leverages Edge AI to create a highly dependable mesh network architecture.
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As of December 31, 2023, we have been deploying our products and solutions in offices, highways, train stations, parking buildings, airports, ports, city traffic, logistics of air-freight and container ships, city police departments, national law enforcement agencies, a national weather bureau, a national ocean affairs council, and correctional facilities, among many other vertical entities to collect, process, and analyze raw data in order to create actionable data points for our customers, among many other vertical businesses.
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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.
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An Overview of Our Business Edge AI significantly underlies Gorilla’s business offering.
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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.
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When data is processed at a network’s “edge” (or where the data is generated and consumed) on devices where it was originally created it lessens the need for additional computation or power requirements or traditional hardware and software, not to mention the bandwidth needed in constantly pushing video data from edge to server.
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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.
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There are four primary advantages to moving AI processing to the edge: ● Highly economical and cost-effective. Moving AI processing to the edge reduces the quantity of data processed by larger devices, which have become computationally more powerful, and reduces the volume of data being transferred to the cloud. 34 ● Faster speeds for processing and storage.
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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.
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Latency for real-time processing is minimized by keeping and processing data closer to the edge. ● Ensures security and reduces disruption.
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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.
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Keeping data on the local device and dispersing storage, processing and applications across a variety of devices and data centers ensures security and prevents the entire network from being brought down by a single outage. ● Reliable connections and workflows.
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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.
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Our proprietary edge AI virtualization technology enables a highly dependable mesh architecture for distributed computing and storage, especially inside the low latency of a 5G Private Network and minimizes workflow interruptions due to network outages. A significant portion of our customers are governmental agencies.
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Our advanced analytics power smart city initiatives, industrial automation, and security frameworks, ensuring a smarter and more connected world. 3.
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AI Lifecycle Framework: Turning Video & Network Intelligence into Actionable Insights Using a Big Data Platform Edge AI Computing By boosting accuracy and minimizing human error through automation, edge AI and edge computing devices help numerous sectors become more efficient and safer.
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Video Analytics: AI-Driven Vision for Real-Time Intelligence ● Real-time Situational Awareness Gorilla’s Intelligent Video Analytics (“IVAs”) provide organizations with instantaneous detection, tracking, and analysis of people, objects, and behaviors, enhancing security, efficiency, and automation. ● Integrated AI Video Management Our Smart Surveillance Solutions integrate high-performance AI computing and edge-based analytics to enable proactive security, operational intelligence, and forensic investigations.
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Machine learning intelligent camera systems can gather raw data, process it, and analyze it using facial recognition to identify persons of interest and questionable actions that may be occurring immediately at the edge, due to the emergence of edge AI. Numerous industries across the board are already seeing the potential of these edge computing devices to benefit people’s daily life.
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From facial recognition and vehicle tracking to anomaly detection and post-event analysis, Gorilla’s video intelligence solutions enhance law enforcement, enterprise security, and urban planning. 4. Cybersecurity: Protecting Digital & Physical Worlds ● The Convergence of IT & OT Security Today’s evolving threat landscape demands a holistic approach to cybersecurity.
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Transportation/driverless cars, education, medical/healthcare, agriculture, manufacturing/factories, retail/shopping and video surveillance are all early users of edge AI and edge computing technologies. As edge AI and video analytics grow more entwined, Fortune Business Insights forecasts a 23.8% compound annual growth rate (“CAGR”) for the worldwide video analytics market to 2029.
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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.
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Additionally, increased usage of video analysis solutions in retail, healthcare, building and construction, and other sectors is offering attractive prospects for market participants. To make the most of these new trends, Gorilla is increasingly turning to AI at the edge. Gorilla’s technology in edge AI computing makes up a comprehensive video surveillance system that is designed for CPU efficiency.
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By enhancing infrastructure, optimizing mobility, and fortifying public safety, we provide cities with tools to thrive in a digitally connected world. ● Security convergence: a unified approach to digital and physical protection Gorilla seamlessly integrates physical and digital security through AI-powered analytics, IoT integration, and centralized security orchestration .
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Recognizing the high computing demand it needs, Gorilla’s edge AI and deep learning technology can “piggyback” on big data at the edge, and with better algorithms, a new generation of video analytics is created. The result is increased accuracy with optimized video processing.
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This proactive approach strengthens threat detection, incident response, and operational continuity , ensuring that enterprises and governments can safeguard critical assets with confidence. ● Next-Generation Connectivity with Intelligent SD-WAN Our SD-WAN solution redefines network agility by merging seamless hybrid connectivity, real-time network intelligence, and uncompromising security .
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Gorilla IVAR ® has edge AI technology that may be used to enable real-time responses to events from edge and IoT devices and security equipment.
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Designed for the modern enterprise, it optimizes performance while ensuring uninterrupted, secure, and scalable operations in an increasingly interconnected landscape. ● AI-Driven Video Analytics: Redefining Intelligence in Surveillance Gorilla’s advanced video analytics empower businesses and governments with real-time facial recognition, license plate detection, and predictive post-event analytics.
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Users obtain advanced insights about people, vehicles and moving objects in the form of information for unique use-cases in surveillance and security, retail and customer service, traffic and parking, staff and visitor management, and other areas.
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By transforming video data into actionable insights, our solutions enable organizations to anticipate challenges, mitigate risks, and drive informed decision-making. ● Beyond Solutions: A Vision for the Future What sets Gorilla apart is more than just our technology, it is our commitment to shaping the future.
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As a certified computer vision MRS partner of Intel® to optimize their solution with OpenVINO™, Gorilla’s IVAR ® is on the pulse of the market, enabling clients to benefit from the Open Visual Inference & Neural Network Optimization toolkit in new and unexpected ways.
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We do not simply offer solutions; we architect digital transformation, delivering bespoke, AI-powered ecosystems that drive efficiency, security, and innovation. Our relentless pursuit of excellence ensures that our partners are always ahead of the curve—ready to lead, innovate, and inspire in an ever-evolving world. Solutions Overview Gorilla provides cutting-edge solutions to a range of government, infrastructure and enterprise clients.
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We believe Gorilla’s AI technology is helping fast-track the deployment of computer vision for edge computing involving cameras and IoT devices, and it is being used to help develop solutions that emulate human sight, useful for addressing the growing markets in deep learning and computer vision.
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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.
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We believe it has been used successfully in edge implementations, useful for single, stand-alone device locations like when pointed at a point-of-sale system, in an edge/gateway configuration, used in larger areas encompassing multiple moving pieces like for large train stations, and in server configurations, which may ensure expansive areas like hospitals, airports and smart cities can keep their citizens safe.
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Another channel is through our existing business relationships, such as our vendors, our client base, governments, and joint venture or distributor partners. The remainder come through outbound outreach. We have a variety of means for reaching potential clients, including, but not limited to: submitting proposals through RFPs; cold calling and outreach to potential clients; and meeting at conferences and events.
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Gorilla OT Security uses AI technology to deliver endpoint and network security in the OT environment. Gorilla OT Security may be used in a wide range of OT fields, including ports, airports, power, medical care, factory automation, intelligent traffic management, retail, financial, entertainment, logistics and smart cities, among others and easily converges with existing IT security.
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Some key partner relationships include Intel Corporation, Dell Technologies Inc., Red Hat, Inc., and AECOM. We follow a consultative approach to client relationships. We strive to offer our clients comprehensive solutions, offering our software and a combination of services and/or hardware.
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By boosting accuracy and minimizing human error through automation, Gorilla’s edge AI system is assisting industries in becoming more efficient and safer. Gorilla offers high-performance video analysis to bring edge and IoT data and business intelligence into the age of machine learning while ensuring operational security.
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Our dialogue with customers focuses on understanding what they are trying to accomplish and proposing them the right full-fledged solution to meet their objectives, based on our core strengths. We advance opportunities only when the client has the budget for the project and the ability to implement it.
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This solution delivers advanced dataset services for cloud servers and enables value-added applications in numerous sectors such as retail, industrial markets, banking, education and public safety.
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Gorilla prioritizes opportunities for multi-year contracts, as these can lead to predictable, long-term revenue. These engagements often involve complex implementations that are difficult for competitors to imitate or replicate. Some of our clients are government agencies involved in national security, for whom confidentiality is important.
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Interest in the solution is expected to continue to rise as industries understand the potential of these devices to improve their day-to-day lives, as well as their businesses and overall safety. 35 AI Big Data Platform Edge AI devices not only process various types of structured data but can also analyze and transform unstructured video and image data into structured data via deep learning, a form of AI technology.
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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.
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Once processed, the data is encrypted and sent with the time of collection as an event for analysis in vertical application services built on top of Gorilla’s AI Big Data Platform, which is a distributed system that can be easily scaled out by adding more nodes to improve its capacity and computation power.
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This establishes the relationship between the parties and outlines the project priorities and groundwork for the project. .Following this, Gorilla’s team begins a deep dive into the client’s existing infrastructure and solutions and works to identify issues and limitations in the related hardware, data and systems.
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It can accommodate structured data, such as relational database, CSV/Excel/JSON/XML files and OpenAPI, and unstructured data such as video, images and text from edge AI devices and various other heterogeneous data sources. The data can be pre-processed according to the characteristics of the data source to ensure consistency and availability during the import process.
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This clarifies the solutions needed and allows for the creation of a roadmap for the implementation of Gorilla’s solution. It also leads to defining the scope of work to be carried out as part of the project. Next, Gorilla typically launches a Proof of Concept (PoC) pilot project to validate the technical and operational fit of the proposed solution.
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After data is imported into the AI Big Data Platform, it will be indexed according to its time, location information, and the characteristics of each data field to form a temporal-spatial database, so that we can build various vertical applications and services to process, correlate and analyze data on top of the platform.
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The Proof of Concept is a small test of the solution to prove its effectiveness before it is implemented at scale. During this period, the customer’s key performance indicators are tracked and compliance with matters such as procurement and data sovereignty is confirmed. Once both sides are satisfied with the PoC outcomes, they turn to commercial structuring and project governance.
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The core of the Gorilla AI Big Data Platform is AI Hyper Learning.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

105 edited+73 added−73 removed107 unchanged
Chandan has been the Chairman of Global SPAC Partners Co., a blank check company which completed a $168 million IPO in April 2021, and which announced in December 2021, its intention to merge with Gorilla. Since 2019, Mr.
Since April 2021, Mr. Chandan has been the Chairman of Global SPAC Partners Co., a blank check company which completed a $168 million IPO in April 2021, and which announced in December 2021, its intention to merge with Gorilla. Since 2019, Mr.
Restricted Share Awards. The terms of any awards of restricted shares under the 2023 Plan will be set forth in a restricted share agreement to be entered into between us and the recipient. The compensation committee will determine the terms and conditions of such restricted share agreements, which need not be identical.
The terms of any awards of restricted shares under the 2023 Plan will be set forth in a restricted share agreement to be entered into between us and the recipient. The compensation committee will determine the terms and conditions of such restricted share agreements, which need not be identical.
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. 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. 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”).
Gorilla expects that our sales and marketing expenses will grow in absolute dollars as well as a percentage of its revenue over time as Gorilla grows its business. 53 General and Administrative General and administrative expenses consist primarily of personnel-related expenses for Gorilla’s finance, legal, human resources, facilities and administrative personnel, including salaries, benefits, bonuses, and share-based compensation.
Gorilla expects that our sales and marketing expenses will grow in absolute dollars as well as a percentage of its revenue over time as Gorilla grows its business. General and Administrative General and administrative expenses consist primarily of personnel-related expenses for Gorilla’s finance, legal, human resources, facilities and administrative personnel, including salaries, benefits, bonuses, and share-based compensation.
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. 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. 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.
Except as otherwise approved by our Board of Directors, each Annual Award and Initial Award will become fully vested, subject to continued service as a director, on the earlier of the 12-month anniversary of the date of grant, and the consummation of a change in control (as defined in the 2023 Plan).
Except as otherwise approved by our Board of Directors, each Annual Award will become fully vested, subject to continued service as a director, on the earlier of the 12-month anniversary of the Annual Grant date, and the consummation of a change in control (as defined in the 2023 Plan).
Evan Medeiros, Gregg Walker and Ruth Kelly are Class II directors. 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. 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.
ISOs may be granted only to our employees, including officers, and the employees of our parent or subsidiaries. All other awards may be granted to our employees, officers, our non-employee directors, and consultants and the employees and consultants of our subsidiaries and affiliates. 63 Share Reserve.
ISOs may be granted only to our employees, including officers, and the employees of our parent or subsidiaries. All other awards may be granted to our employees, officers, our non-employee directors, and consultants and the employees and consultants of our subsidiaries and affiliates. Share Reserve.
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) 10,000,000 ordinary shares (as adjusted for share splits, share dividends, combinations, and the like), 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.
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.
In the event of a recapitalization, share split, or similar capital transaction, the compensation committee will make appropriate and equitable adjustments to the number of shares reserved for issuance under the 2023 Plan, the number of shares that can be issued as incentive stock options, the number of shares subject to outstanding awards and the exercise price under each outstanding option or share appreciation right. 65 Transactions.
In the event of a recapitalization, share split, or similar capital transaction, the compensation committee will make appropriate and equitable adjustments to the number of shares reserved for issuance under the 2023 Plan, the number of shares that can be issued as incentive stock options, the number of shares subject to outstanding awards and the exercise price under each outstanding option or share appreciation right.
Subject to the limitations set forth in the 2023 Plan, the compensation committee will have the authority to determine, among other things, to whom awards will be granted, the number of shares subject to awards, the term during which an option or share appreciation right may be exercised and the rate at which the awards may vest or be earned, including any performance criteria to which they may be subject.
Subject to the limitations set forth in the 2023 Plan, the compensation committee has the authority to determine, among other things, to whom awards will be granted, the number of shares subject to awards, the term during which an option or share appreciation right may be exercised and the rate at which the awards may vest or be earned, including any performance criteria to which they may be subject.
The primary reason for the increase in the cost of revenue from the security convergence segment is the progress cost incurred for the Egypt Contract associated with the increase of revenue.
The primary reason for the increase in the cost of revenue from the security convergence segment is the cost incurred for the Egypt Contract associated with the increase of revenue.
If we are involved in a merger or other reorganization, outstanding awards will be subject to the agreement or merger or reorganization.
Transactions. If we are involved in a merger or other reorganization, outstanding awards will be subject to the agreement or merger or reorganization.
Gorilla expects increases in sales and marketing expenses with: ● the establishment of sales support operations for AI manufacturer ecosystems in Taiwan, Indonesia, Thailand, Malaysia, Singapore, US, Europe and Egypt; and ● enhancement of technical support for AI models to device manufacture, AI Appliances to distributors and system integrators, and AI SaaS to telecommunication and managing service providers in US, Europe, Middle East and Africa, Latin America, India and expand the local support in Australia, Thailand, Indonesia, Singapore, Malaysia, Vietnam, Egypt and Japan.
Gorilla expects increases in sales and marketing expenses with: ● the establishment of sales support operations for AI manufacturer ecosystems in Taiwan, Indonesia, Thailand, Malaysia, Singapore, the United States, Europe and Egypt; and ● enhancement of technical support for AI models to device manufacture, AI Appliances to distributors and system integrators, and AI SaaS to telecommunication and managing service providers in the United States, Europe, Middle East and Africa, Latin America, India and expand the local support in Australia, Thailand, Indonesia, Singapore, Malaysia, Vietnam, Egypt and Japan.
The acquired equipment and intangible assets are mainly for the purpose of research and development of new technology and services. 58 Operating Activities Gorilla’s primary uses of cash from operating activities are for personnel-related expenses, sales and marketing expenses and overhead expenses.
The acquired equipment and intangible assets are mainly for the purpose of research and development of new technology and services. Operating Activities Gorilla’s primary uses of cash from operating activities are personnel-related expenses, sales and marketing expenses, and overhead costs.
Kelly graduated from The Queen’s College, Oxford, in 1989 in Philosophy, Politics and Economics. 62 Gregg Walker has been a director since the closing of the Merger on July 13, 2022. Mr.
Kelly graduated from The Queen’s College, Oxford, in 1989 in Philosophy, Politics and Economics. 66 Gregg Walker has been a director since the closing of the Merger on July 13, 2022. Mr.
Subject to the terms of the 2023 Plan, the compensation committee will have the authority to cancel any outstanding share award in exchange for new share awards, including awards having the same or a different exercise price cash, or other consideration, without shareholder approval but with the consent of any adversely affected participant. Share Options.
Subject to the terms of the 2023 Plan, the compensation committee has the authority to cancel any outstanding share award in exchange for new share awards, including awards having the same or a different exercise price cash, or other consideration, without shareholder approval but with the consent of any adversely affected participant. Share Options.
In accordance with the provisions of Gorilla’s Amended and Restated Memorandum and Articles of Association, Gorilla’s board of directors is authorized to issue securities, including ordinary shares, preference shares, warrants and convertible notes.
In accordance with the provisions of Gorilla’s Amended and Restated Memorandum and Articles of Association, Gorilla’s board of directors is authorized to issue securities, including ordinary shares, preference shares, warrants and convertible notes. 6.D.
Chandan served as Director of Business Development of EXLservice (UK) Ltd., a data analytics company that is now publicly traded on the Nasdaq with approximately $1 billion in revenues and approximately $3 billion in market cap. From 2004 to 2005, Mr.
Chandan served as Director of Business Development of EXLservice (UK) Ltd., a data analytics company that is now publicly traded on the Nasdaq with approximately $1.5 billion in revenues and approximately $8 billion in market cap. From 2004 to 2005, Mr.
Kelly served as a non-executive director of the Financial Conduct Authority, the regulator of the conduct of financial services in the UK; throughout that time, she also served as Chair of the regulator’s Audit Committee and member of its Risk Committee. Between October 2011 and July 2017, Ms.
Kelly served as a non-executive director of the Financial Conduct Authority, the regulator of the conduct of financial services in the United Kingdom; throughout that time, she also served as Chair of the regulator’s Audit Committee and member of its Risk Committee. Between October 2011 and July 2017, Ms.
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.
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.
As such, increases or decreases in such multi-year contracts with new or existing customers may not immediately be reflected as revenue for that period. Recent Accounting Pronouncements For information on recently issued accounting pronouncements, refer to Note 3 to our consolidated financial statements included elsewhere in this Form 20-F. 5.B.
As such, increases or decreases in such multi-year contracts with new or existing customers may not immediately be reflected as revenue for that period. Recent Accounting Pronouncements For information on recently issued accounting pronouncements, refer to Note 3 to our consolidated financial statements included elsewhere in this annual report. 5.B.
After taking into the amount of anticipated cash from operations, cash and cash equivalent, time deposits recognized under financial assets at amortized cost (restricted cash), current and unused credit lines from bank loans, we anticipate raising cash or some other form of financing to meet our obligations on a timely basis for the next 12 months from the date our financial statements as of and for the year ended December 31, 2023 was authorized for issuance.
After taking into the amount of anticipated cash from operations, cash and cash equivalent, time deposits recognized under restricted deposits and unused credit lines from bank loans, we anticipate raising cash or some other form of financing to meet our obligations on a timely basis for the next 12 months from the date our financial statements as of and for the year ended December 31, 2024 was authorized for issuance.
As a percentage of revenue, cost of revenue of security convergence decreased significantly comparing 2023 with 2022 which is primarily due to the fact that majority of 2023 revenue related to high margin technical service provided under the Egypt contract.
As a percentage of revenue, cost of revenue of security convergence increased significantly comparing 2024 with 2023 which is primarily due to the fact that majority of 2023 revenue related to high margin technical service provided under the Egypt contract.
Kelly was a non-executive director of National Grid, one of the world’s largest publicly listed utilities focused on transmission and distribution of electricity and gas across the UK and US, serving on its finance, audit and nomination committees. From September 2015 to August 2019, Ms.
Kelly was a non-executive director of National Grid, one of the world’s largest publicly listed utilities focused on transmission and distribution of electricity and gas across the United Kingdom and United States, serving on its finance, audit and nomination committees. From September 2015 to August 2019, Ms.
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.
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.
Any dispute under the Egypt Contract is subject to arbitration, with one arbitrator to be selected by Gorilla, one by the GoE, and another to be selected jointly.
Any dispute under the Egypt Contract is subject to arbitration, with one arbitrator to be selected by Gorilla, one by the GoE, and another to be selected jointly. The Egypt Contract is governed by Egyptian law.
Key Business Metric(s) Gorilla monitors a number of financial and non-financial key business metric to measures on a regular basis in order to help it evaluate its business and growth trends, establish budgets, measure the effectiveness of its sales and marketing efforts, and assess operational efficiencies.
Key Business Metrics Gorilla monitors a number of key business metrics and measures on a regular basis in order to help it evaluate its business and growth trends, establish budgets, measure the effectiveness of its sales and marketing efforts, and assess operational efficiencies.
The decrease in expenses was primarily driven by the interest income earned from bank deposits and financial assets measured at amortized costs.
The increase in income was primarily driven by the interest income earned from bank deposits and financial assets measured at amortized costs.
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 Form 20-F.
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.
Rajesh “Raj” Natarajan 50 Chief Innovation Officer Mohan Raj Kumar 50 Chief Delivery Officer Dr. Evan Medeiros 52 Director Rt. Hon.
Rajesh “Raj” Natarajan 51 Chief Innovation Officer Mohan Raj Kumar 50 Chief Delivery Officer Dr. Evan Medeiros 53 Director Rt. Hon.
We believe that the most important of these measures include gross margin, operating margin, net income (loss) as well as the non-financial key metric discussed below which may differ from other similarly titled metrics used by other companies, securities analysts or investors.
We believe that the most important of these measures include gross margin, operating margin, net income (loss) discussed below which may differ from other similarly titled metrics used by other companies, securities analysts or investors.
Administration. The 2023 Plan will be administered by the compensation committee appointed by our Board of Directors, or by the Board of Directors acting as the compensation committee.
Administration. The 2023 Plan is administered by the compensation committee appointed by our Board of Directors, or by the Board of Directors acting as the compensation committee.
To the extent we choose to seek additional financing in the future (whether for the Egypt Contract, development, acquisition opportunities as they arise or the refinancing of the financing facilities when due at more favorable terms), we expect to fund such activities through cash generated from operations and through securing further debt or equity financing from banks and the capital markets. 57 Our cash, cash equivalents as of December 31, 2023 was $5.31 million.
To the extent we choose to seek additional financing in the future (whether for the Egypt Contract, development, acquisition opportunities as they arise or the refinancing of the financing facilities when due at more favorable terms), we expect to fund such activities through cash generated from operations and through securing further debt or equity financing from banks and the capital markets.
Such shift to our security convergence segment continued to grow in 2023.
Such shift to our security convergence segment continued to grow in 2024.
The compensation committee also will have the authority to determine the consideration and methodology of payment for awards.
The compensation committee also has the authority to determine the consideration and methodology of payment for 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.
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 March 2024 EGP devaluation against USD will 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 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.
Pursuant to Gorilla’s amended and restated memorandum and articles of association, the Class I Directors stand appointed for a term expiring at the Company’s second annual general meeting, and the Class II directors stand appointed for a term expiring at the Company’s third annual general meeting. Jayesh Chandan is a Class I director.
Pursuant to Gorilla’s amended and restated memorandum and articles of association, the Class I Directors stand appointed for a term expiring at the Company’s second annual general meeting, and the Class II directors stand appointed for a term expiring at the Company’s third annual general meeting. Jayesh Chandan, Keith Levy, and Thomas Sennhauser are Class I directors.
This amount does not include business travel, relocation, professional and business association dues and expenses reimbursed to office holders, and other benefits commonly reimbursed or paid by companies in Taiwan or the UK.
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.
The number of shares underlying each Annual Award will be equal to the fair market value of the Annual Award divided by the Average VWAP Price for the 20-day period ending on the day prior to the Annual Grant Date , rounded down to the nearest whole share.
The number of shares underlying each Annual Award will be equal to the fair value of the Annual Award divided by average per share closing price for the twenty (20)-day period ending on the trading day prior to the Annual Grant for the applicable year, rounded down to the nearest whole share.
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 Chandan 50 Chief Executive Officer/Executive Chairman Daphne Huang 53 Chief Financial Officer Dr.
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.
Ruth Kelly 54 Director Gregg Walker 52 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. Since April 2021, Mr.
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.
Repricing; Cancellation and Re-Grant of Share Awards. The compensation committee will have the authority to modify outstanding awards under the 2023 Plan.
Repricing; Cancellation and Re-Grant of Share Awards. The compensation committee may modify outstanding awards under the 2023 Plan.
He has a Bachelor of Engineering (1995) from the University of Madras in Computer Science. 61 Mohan Raj Kumar has served as Chief Delivery Officer of Gorilla since March 2024. Mr. Kumar has nearly three decades of experience in the technology sector, prominently featuring leadership roles that underscore his expertise and commitment to excellence.
Mohan Raj Kumar has served as Chief Delivery Officer of Gorilla since March 2024. Mr. Kumar has nearly three decades of experience in the technology sector, prominently featuring leadership roles that underscore his expertise and commitment to excellence.
Distributors Under our typical distribution and software license agreement, distributors purchase our products and are permitted to distribute, sell, bundle, promote and advertise our products directly to end customers. Distributors receive a discount on the purchase price and earn an agreed margin on the resale price.
Distributors Under our typical distribution and software license agreement, distributors purchase our products and are permitted to distribute, sell, bundle, promote and advertise our products directly to end customers. Distributors receive a discount on the purchase price and earn an agreed margin on the resale price. These contracts are automatically renewed for a year unless prior notice otherwise is given.
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.
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.
Research and development expenses were $3.70 million and $14.11 million in 2023 and 2022, respectively, and accounted for 13.4% and 14.9% of our operating expenses in 2023 and 2022, 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 $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.
Natarajan serves as an Adjunct Faculty at Seattle University’s Albers School of Management since 2016, teaching Information Systems, Advanced Python Programming for Data Analytics and courses on Teams Creativity and Decision Making.
Natarajan serves as an Adjunct Faculty at Seattle University’s Albers School of Management since 2016, teaching Information Systems, Advanced Python Programming for Data Analytics and courses on Teams Creativity and Decision Making. He has a Bachelor of Engineering (1995) from the University of Madras in Computer Science.
Credit Facilities As of December 31, 2023, we had total unsecured and secured indebtedness of $25.40 million and unused credit facility of $4.48 million. At December 31, 2023, we were in compliance with the covenants under our credit agreements and indentures.
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.
The sum of (i) the grant date fair value for financial reporting purposes of any awards granted during any calendar year under the 2023 Plan to an outside director as compensation for services as an outside director and (ii) any cash fees paid by us to such outside director during such calendar year for service on our Board of Directors, may not exceed seven hundred fifty thousand dollars ($750,000), or, in the calendar year in which the outside director is first appointed or elect to our Board of Directors, one million dollars ($1,000,000).
Pursuant to the terms of the 2023 Plan, the maximum number of ordinary shares subject to awards granted under the 2023 Plan during any calendar to any non-employee director as compensation for services as an outside director will not exceed seven hundred fifty thousand dollars ($750,000) in total value, or, in the calendar year in which the outside director is first appointed or elect to our Board of Directors, one million dollars ($1,000,000) in total value (calculating the value of any such awards based on the grant date fair value of such Awards for financial reporting purposes).
These contracts are automatically renewed for a year unless prior notice otherwise is given. 52 System integrators Under our typical sales agreement, system integrators purchase our products and data services and are permitted to integrate our products and services with theirs to sell directly to their customers in their respective regions of operations.
System integrators Under our typical sales agreement, system integrators purchase our products and data services and are permitted to integrate our products and services with theirs to sell directly to their customers in their respective regions of operations.
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. Cash-Based Awards. A cash-based award is denominated in cash.
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.
You should review the sections titled “Special Note Regarding Forward-Looking Statements and Risk Factor Summary” and “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.
Goods delivered under the Egypt Contract are subject to a warranty that expires 12 months after delivery by default, with certain Products subject to separate warranties.
Gorilla is generally responsible for integrating and installing all technologies into an operational system. Goods delivered under the Egypt Contract are subject to a warranty that expires 12 months after delivery by default, with certain Products subject to separate warranties.
While Gorilla sees growing demand for our platform, particularly from government entities, seeking access to our product and service offerings, it is difficult to predict customer adoption rates and future demand.
While Gorilla sees growing demand for our platform, particularly from government entities, seeking access to our product and service offerings, it is difficult to predict customer adoption rates and future demand. We believe that the benefits of our platform put it in a strong position to capture the significant market opportunity ahead.
Once utilized, Gorilla’s customers often expand their use more broadly within the enterprise as they identify new cases and realize the benefits of our products and services. In any given period, there is a risk that customer consumption of our products and services will be lower than we expect, which may cause fluctuations in Gorilla’s revenue and results of operations.
In any given period, there is a risk that customer consumption of our products and services will be lower than we expect, which may cause fluctuations in Gorilla’s revenue and results of operations.
For segment disclosure, our cost of revenue increased by $9.23 million, or 102.6% in security convergence and decreased by $3.33 million, or -65.6% in Video IoT for the year ended December 31, 2023, compared to the year ended December 31, 2022.
For segment disclosure, our cost of revenue increased by $17.36 million, or 95.2% in security convergence and increased by $0.04 million, or 2.0% in Video IoT for the year ended December 31, 2024, compared to the year ended December 31, 2023.
The Egypt Contract, which is denominated in Egyptian pounds (“EGP”), entitles Gorilla to receive approximately EGP 8.4 billion (the “Contract Price”) (over $270 million at the time of entry into the Egypt Contract, based on the exchange rate at the time of entry into the Egypt Contract, or $272 million, based on the exchange rate as of December 31, 2023) over a four-year term for delivery of certain goods and services to the GoE.
The Egypt Contract, which is denominated in Egyptian pounds (“EGP”), entitles Gorilla to receive approximately EGP 8.4 billion (the “Contract Price”), over a four-year term for delivery of certain goods and services to the GoE. Pursuant to the Egypt Contract, Gorilla shall provide certain enumerated goods and services (collectively, the “Products”) to the GoE.
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 2023 2022 Dollars in Percentage of Dollars in Percentage of Change Change Thousands Net Revenue Thousands Net Revenue $ % Security Convergence $ 18,228 29.5 % $ 8,997 70.8 % $ 9,231 102.6 % Video IoT $ 1,748 60.2 % $ 5,075 52.3 % $ (3,327 ) -65.6 % Total $ 19,976 30.9 % $ 14,072 62.8 % $ 5,904 42.0 % Our cost of revenue increased by $5.90 million, or 42.0%, to $19.98 million for the year ended December 31, 2023, compared to $14.07 million for the year ended December 31, 2022.
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.
The decrease was primarily due to manpower that previously participated in R&D projects being transferred to the technical service and software customization work of the project for the GoE, and partially contributed by our cost reduction plan in the first half of the year to reduce workforce in order to cut down the personnel related expenses.
The decrease was primarily due to manpower that previously participated in R&D projects being transferred to the technical service and software customization work of the project for the GoE.
The Egypt Contract is governed by Egyptian law. 51 Expansion of Gorilla’s geographic coverage and customer base/Acquiring new customers We believe there is a substantial opportunity to further grow our customer base by continuing to make significant investments in sales, marketing and brand awareness.
We believe there is a substantial opportunity to grow our customer base by continuing to make significant investments in sales, marketing and brand awareness.
Chandan serves as an Advisory Board Member of ConsolFreight LLC, a Fintech FreightTech ecosystem. Mr. Chandan graduated from Madras University, India, with an Engineering Degree, majoring in Computer Sciences. We believe Mr. Chandan is well qualified to serve as a director of our company given his extensive investment and operational experience in emerging markets.
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.
As a percentage of net revenue, gross margin increased 31.92% to 69.1% for the year ended December 31, 2023. For segment disclosure, as a percentage of net revenue, gross margin of our security convergence segment increased 41.3% to 70.5% for the year ended December 31, 2023.
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.
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.
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.
The primary factors affecting the financing cash flows were the proceeds from sales of Series A Preference Shares, exercise of warrants and restricted share units, and repayment and proceeds from short-term and long-term borrowings for the purpose of supporting the working capital needs. Cash provided by financing activities for the year ended December 31, 2022 was $23.61 million.
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.
General and Administrative General and administrative expenses increased by $7.37 million, or 80.1%, to $16.56 million for the year ended December 31, 2023, compared to $9.19 million, for the year ended December 31, 2022.
General and Administrative General and administrative expenses decreased by $4.15 million, or 25.1%, to $12.41 million for the year ended December 31, 2024, compared to $16.56 million, for the year ended December 31, 2023.
The compensation committee assists the Board in determining its responsibilities in relation to remuneration, including, amongst other matters, making recommendations to the Board on the Company’s policy on executive compensation, determining the individual remuneration and benefits package of each of the executive directors and recommending and monitoring the remuneration of senior management below Board level. 68 Nominating Committee Gorilla’s nominating committee consists of Ruth Kelly and Gregg Walker, and is responsible, among other things, for: ● select the director slate (or recommend the slate to the full board of directors); ● oversee board governance; ● develop board meeting procedures; and ● evaluate the effectiveness of board.
The compensation committee assists the Board in determining its responsibilities in relation to remuneration, including, amongst other matters, making recommendations to the Board on the Company’s policy on executive compensation, determining the individual remuneration and benefits package of each of the executive directors and recommending and monitoring the remuneration of senior management below Board level.
The significant portion was the investments in time deposits in a reserved account, considered restricted cash, and the purchase of intellectual property rights for video analytics technology including the patents and trademarks. Cash used in investing activities for the year ended December 31, 2022 was $1.93 million.
The primary factors affecting the investing cash flows were purchases of intangible asset, property and equipment, acquisition of restricted deposits, and increase in guarantee deposits. The significant portion was the investments in time deposits in a reserved account, considered restricted cash, and the purchase of intellectual property rights for video analytics technology including the patents and trademarks.
Restricted cash and time deposits with maturity over three months but less than a year were $27.83 million. Contract assets related to the Egypt Contract as of December 31, 2023 was $34.2 million which was expected to be converted to accounts receivable with anticipated progress payment from the GoE in the subsequent year.
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.
Financial Income (Expense), Net Year Ended December 31 2023 2022 Change Change Dollars in Thousands $ % Financial income (expense), net $ (48 ) $ (599 ) $ 551 -92.0 % Financial income (expense), net decreased by $0.55 million, or -92.0%, to $0.05 million for the year ended December 31, 2023, compared to $0.60 million, for the year ended December 31, 2022.
Financial Income (Expense), Net Year Ended December 31 2024 2023 Change Change Dollars in Thousands $ % Financial income (expense), net $ 837 $ (48 ) $ 885 -1843.8 % Financial income (expense), net increased by $0.88 million, resulting in net financial income of $0.84 million for the year ended December 31, 2024, compared to net financial expense of ($0.05) million, for the year ended December 31, 2023.
Many of the Products consist of hardware and software developed by approved third-party vendors procured by Gorilla (which Gorilla is obligated to deliver), while other Products rely on Gorilla’s proprietary technologies. Gorilla is generally responsible for integrating and installing all technologies into an operational system.
The Products are subject to inspection by the GoE at Gorilla’s expense in accordance with procedures outlined in the Egypt Contract. Many of the Products consist of hardware and software developed by approved third-party vendors procured by Gorilla (which Gorilla is obligated to deliver), while other Products rely on Gorilla’s proprietary technologies.
SHARE OWNERSHIP For information regarding the share ownership of directors and officers, see Item 7. “ Major Shareholders and Related Party Transactions – 7.A. 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.
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
We have been trying to change in business focus to our security convergence segment starting from 2021 to pursue larger projects with higher gross margins and to reduce hardware infrastructure and service for the Video IoT segment, the increase in costs in security convergence segment and the decrease in costs in the Video IoT segment in 2023 was the result of our shifting of business focuses.
Since 2021, we have been shifting our business focus toward the Security Convergence segment to pursue larger projects with higher gross margins while reducing our reliance on hardware infrastructure and services in the Video IoT segment.
For additional information regarding our debt and refinancing activities, see Note 16 (Short-term borrowings), Note 18 (Long-term borrowings) and Note 42 (Capital management) to the accompanying consolidated Financial Statements. 59 5.C.
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.
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. 6.B.
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.
Gross Margin: Gross margin by segment, in dollars and as a percentage of total net revenue, and the year-over-year dollar and percentage change in gross margin are as follows: Year Ended December 31 2023 2022 Dollars in Percentage of Dollars in Percentage of Change Change Thousands Net Revenue Thousands Net Revenue $ % Security Convergence $ 43,562 70.5 % $ 3,714 29.2 % $ 39,848 1,072.9 % Video IoT $ 1,157 39.8 % $ 4,623 47.7 % $ (3,466 ) -75.0 % Total $ 44,719 69.1 % $ 8,337 37.2 % $ 36,382 436.4 % 55 Our gross margin increased by $36.38 million to $44.72 million for the year ended December 31, 2023, compared to $8.34 million for the year ended December 31, 2022.
The changes in cost structures, as shown in the table above, reflect this strategic shift. 59 Gross Margin Gross margin by segment, in dollars and as a percentage of total net revenue, and the year-over-year dollar and percentage change in gross margin 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 $ 36,313 50.5 % $ 43,562 70.5 % $ (7,249 ) -16.6 % Video IoT $ 995 35.8 % $ 1,157 39.8 % $ (162 ) -14.0 % Total $ 37,308 50.0 % $ 44,719 69.1 % $ (7,411 ) -16.6 % Our gross margin decreased by $7.41 million to $37.31 million for the year ended December 31, 2024, compared to $44.72 million for the year ended December 31, 2023.
The increase in gross margin was primarily driven by higher margin from the primarily service driven revenue in the Egypt Contract, which was the primary driver for the increase of revenue in 2023. As a percentage of net revenue, gross margin of our video IoT segment decreased 7.9% to 39.8% for the year ended December 31, 2023.
The decrease in gross margin was primarily due to the fact that majority of 2023 revenue included high margin technical service provided under the Egypt contract. As a percentage of net revenue, gross margin of our video IoT segment decreased 14.0% to 35.8% for the year ended December 31, 2024.
The following table sets forth Gorilla’s consolidated results of operations data for the years presented: Year Ended December 31, 2023 Compared with to Year Ended December 31, 2022 The following table summarizes our historical results of operations for the years indicated: Year Ended December 31 2023 2022 Dollars in Percentage of Dollars in Percentage of Change Change Thousands Net Revenue Thousands Net Revenue $ % Revenue $ 64,695 100.0 % $ 22,409 100.0 % $ 42,286 188.7 % Cost of revenue (19,976 ) -30.9 % (14,072 ) -62.8 % (5,904 ) 42.0 % Gross profit 44,719 69.1 % 8,337 37.2 % 36,382 436.4 % Operating expense 27,660 42.8 % 94,844 423.2 % (67,184 ) -70.8 % Financial income (expense), net (48 ) -0.1 % (599 ) -2.7 % 551 -92.0 % Income (loss) for the year $ 13,496 20.9 % $ (87,537 ) -390.6 % $ 101,033 -115.4 % Total comprehensive income (loss) for the year $ 12,821 19.8 % $ (89,202 ) -398.1 % $ 102,023 -114.4 % 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 2023 2022 Dollars in Percentage of Dollars in Percentage of Change Change Thousands Net Revenue Thousands Net Revenue $ % Security Convergence $ 61,790 95.5 % $ 12,711 56.7 % $ 49,079 386.1 % Video IoT $ 2,905 4.5 % $ 9,698 43.3 % $ (6,793 ) -70.0 % Total $ 64,695 100.0 % $ 22,409 100.0 % $ 42,286 188.7 % 54 Our revenue increased by $42.29 million, or 188.7%, to $64.70 million for the year ended December 31, 2023 compared to approximately $22.41 million for the year ended December 31, 2022.
The 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.
While we have seen an increase in the number of our customers, we believe that there is a substantial opportunity to expand the sale of our products and services among our existing customers. We plan to continue investing in our direct sales force to encourage increased sales among our existing customers.
Recurring revenue from existing customers Gorilla’s diverse base of customers represents a significant opportunity for further adoption of our broad product and service offerings. While we have seen an increase in the number of our large-scale customers, we believe that there is a substantial opportunity to expand the sale of our products and services among our existing customers.

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Item 6. [Reserved]

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

26 edited+10 added−24 removed146 unchanged
Employment Agreement with Dr. 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”). The employment agreement has no fixed term and is terminable by either party at any time for any reason.
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 $2,500,000.00 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.
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.
The employment agreement also provides for a one-time sign-on award of restricted share units with a value upon grant of $3,000,000.00 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.
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.
Holder” 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; 93 ● 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.
Holder” 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.
Natarajan was paid the first installment of his sign-on bonus in the amount of $100,000.00 on August 16, 2022 (the “ First Sign-on Bonus ”), and he will be paid the second installment in the amount of $100,000.00 on the first regularly scheduled payroll date following July 14, 2023. Dr.
Natarajan was paid the first installment of his sign-on bonus in the amount of $100,000 on August 16, 2022 (the “ First Sign-on Bonus ”), and he will be paid the second installment in the amount of $100,000 on the first regularly scheduled payroll date following July 14, 2023. Dr.
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 £450,000.00.
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.
The employment agreement provides for an annual base salary of $350,000.00 and a one-time sign-on bonus of $200,000.00 payable in two installments, subject to applicable tax withholding. Dr.
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.
Holders should consult their own tax advisors regarding the application of the PFIC rules to any of Gorilla’s subsidiaries. 96 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. 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.
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. 99 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. 98 10.I. SUBSIDIARY INFORMATION Not applicable. 10.J. ANNUAL REPORT TO SECURITY HOLDERS Not applicable.
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. 97 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. 96 If a 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. 95 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. 94 Passive Foreign Investment Company Rules The treatment of U.S.
These concessions shall be for a period of 20 years from the date hereof. 92 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. 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.
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. 91 10.E.
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.
Holders, constitute “general category income.” 94 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.” 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 should consult their own tax advisors regarding potentially applicable income tax treaties that may provide for different rules. 98 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. 97 Information Reporting and Backup Withholding Information reporting requirements may apply to distributions received by U.S.
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.
Series C Warrants issued in connection with the securities purchase agreement are exercisable at any time after the date of issuance at an exercise price of $5.90 per ordinary share.
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.
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).
Huang is also entitled to receive an annual award of restricted share units with a value upon grant of $1,000,000.00 based upon a price of $10.19 per share (rounded down to the nearest whole share). To receive each annual restricted shares unit award, Ms.
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.
Huang’s employment by us without “cause” or Ms. Huang’s resignation for “good reason”, and provided she 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, Ms.
Under the employment agreement, upon termination of his employment by us without “cause” or Mr. Bower’s resignation for “good reason” (as such terms are defined in the employment agreement), 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, Mr.
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 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 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.
Huang will be eligible to receive: ● any unpaid portion of the earned sign-on bonuses; ● 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.
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.
Huang to memorialize the terms of her 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.
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.
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. 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 (825,000, after giving effect to the Reverse Split), ordinary shares of the Company to certain of such investors.
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.
We have agreed to provide indemnification and contribution to Cantor against certain civil liabilities, including liabilities under the Securities Act. The offering of our ordinary shares pursuant to the Sales Agreement will terminate upon the termination of the Sales Agreement as permitted therein.
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.
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 value upon grant of $1,650,000.00 based upon a price of $10.19 per share (rounded down to the nearest whole share). To receive each annual restricted shares unit award, Dr.
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.
Huang 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 Ms.
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.
Removed
Item 6.C. Directors, Senior Management and Employees – Compensation – Non-Employee Director Compensation Policy. In addition, summaries of additional material contracts not described elsewhere in this Annual Report are provided below: Exchange Agreement On December 5, 2022, we entered into an Exchange Agreement with Dr.
Added
Item 6.C. Directors, Senior Management and Employees – Compensation – Non-Employee Director Compensation Policy.
Removed
Sih-Ping Koh, our former CEO, pursuant to which he agreed to exchange 2,814,895 shares and forfeit 1,566,788 Earnout Shares (which were subject to certain vesting conditions) in exchange for certain accounts receivable and assets of the Company which at the time had a book value of approximately $30.8 million.
Added
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).
Removed
On the date this agreement was executed, the closing price for the Company’s ordinary shares on the Nasdaq Stock Market LLC was $10.23 per ordinary share.
Added
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.
Removed
We and Cantor may terminate the Sales Agreement at any time subject to the terms of the Sales Agreement. 88 Gorilla Registration Rights Agreement In connection with the closing of the Merger, certain Gorilla shareholders entered into a Registration Rights Agreement (the “Gorilla Registration Rights Agreement”) pursuant to which Gorilla granted certain registration rights to such Gorilla shareholders with respect to the Company’s ordinary shares.
Added
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.
Removed
The Gorilla Registration Rights Agreement provided, among other things, certain Gorilla shareholders with certain demand rights in the event of an underwritten offering, as well as piggyback rights in the event Gorilla or any holder of Gorilla’s ordinary shares conducts a registered offering.
Added
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.
Removed
Global Registration Rights Agreement The holders of the Class B ordinary shares of Global (“Founder Shares”), representative shares, private units sold to the Sponsor and I-Bankers in connection with the Global IPO (including securities contained therein) and units (including securities contained therein) that could have been issued upon conversion of loans made by the Sponsor or one of its affiliates, and their permitted transferees, had registration rights to require the Company to register a sale of any of the securities held by them (in the case of the Founder Shares, only after conversion to the Class A ordinary shares) pursuant to a registration rights agreement signed on April 8, 2021 (as amended on December 21, 2021).
Added
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.
Removed
These holders were entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities for sale under the Securities Act.
Added
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.
Removed
In addition, these holders had “piggy-back” registration rights to include such securities in other registration statements filed by the Company and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act.
Added
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.
Removed
Subscription Agreements In connection with the business combination between Global and Gorilla, Global and Gorilla entered into the Original Subscription Agreements with the investors named therein (the “PIPE Investors”), pursuant to which the PIPE Investors agreed to purchase an aggregate of 5,000,000 units (the “Units”) of Global, each Unit consisting of one Global Class A ordinary share and one-quarter of redeemable Global warrant, at a price of $10.10 per Unit in a private placement to be consummated concurrently with the Closing (the “PIPE Investment”).
Added
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.
Removed
On May 18, 2022, Global, Gorilla, and PIPE Investors amended the Subscription Agreements (the “Amended Subscription Agreements”), pursuant to which the PIPE Investors were given the right to reduce their $50.5 million subscription amount to a minimum of $30.3 million for any reason whatsoever, in their sole discretion.
Added
Commencing with the first anniversary of the Effective Date in the 2023 calendar year, Dr.
Removed
On July 13, 2022, immediately prior to the Closing of the Merger, the PIPE Investment was closed. Gross proceeds from the PIPE Investment were $30.3 million. Class A Contingent Value Rights Upon the Closing, each PIPE Investor received one Class A CVR for each PIPE Subunit.
Removed
Each Class A CVR entitles the holder to receive, in the event that any Earnout Shares are forfeited by Gorilla shareholders in accordance with the Business Combination Agreement, from Gorilla a pro rata portion (along with the holders of Class B CVRs with respect to Revenue Protection Shares only) of newly issued ordinary shares and other securities or property in the escrow account that are forfeited by Gorilla shareholders with respect to the Earnout Shares.
Removed
The Class A CVRs were issued pursuant to the Contingent Value Rights Agreement. Class B Contingent Value Rights Upon the Closing, each PIPE Investor received one-half (1/2) of a Class B CVR for each PIPE Subunit.
Removed
Each Class B CVR entitles the holder to receive, in the event that any Revenue Protection Shares are forfeited by Gorilla shareholders in accordance with the Business Combination Agreement, from Gorilla a pro rata portion (along with the holders of Class A CVRs) of newly issued Gorilla Ordinary Shares and other securities or property in the escrow account that are forfeited by Gorilla shareholders with respect to such Revenue Protection Shares, provided, that a Class B CVR does not have any rights with respect to any Price Protection Shares.
Removed
The Class B CVRs were issued pursuant to the Contingent Value Rights Agreement. Offer Letter with Dr. Rajesh “Raj” Natarajan On March 2, 2022, we entered into an offer letter with Dr. Natarajan to serve as our Chief Innovation Officer. The offer letter provides for an annual base salary of $180,000. Under the offer letter, Dr.
Removed
Natarajan is entitled to a lump sum cash severance payment in an amount equal to 12 months of his monthly salary if his employment is terminated by the Company other than for fraud, willful misconduct, or gross negligence. The letter provided that Dr.
Removed
Natarajan’s employment would continue until the closing of the Merger, after which the parties would enter into a more formal employment agreement. 89 Notwithstanding the foregoing, the Company makes no representation that the terms of Dr. Natarajan’s offer letter reflect or can be used to infer the compensation Dr.
Removed
Natarajan has received in the past or will reflect the compensation Dr. Natarajan will receive in the future. Adjustments to Dr. Natarajan’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.
Removed
For further information regarding Gorilla’s compensation of its Board and executive officers, we refer you to see Item 6.B. “ Director, Senior Management and Employees – Compensation ” of this Annual Report. 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
The employment agreement provides for an annual base salary of $450,000.00 and a one-time sign-on bonus of $200,000.00 payable in two installments, subject to applicable tax withholding. Ms.
Removed
Huang was paid the first installment of her sign-on bonus in the amount of $100,000.00 on August 16, 2022, and she will be paid the second installment in the amount of $100,000.00 on the first regularly scheduled payroll date following July 14, 2023. Ms.
Removed
Huang will not be entitled to the second installment of the sign-on bonus if her employment is terminated prior to the payment of the second installment by the Company for “cause” or she resigns without “good reason” (as such terms are defined in the employment agreement).
Removed
Additionally, if the Company terminates her employment for “cause” or she resigns without “good reason”, in each case, at any time during the 12-month period following the applicable payment date of the sign-on bonus installment, Ms.
Removed
Huang will be required to repay a prorated amount of the applicable sign-on bonus installment equal to (i) the amount of the applicable sign-on bonus installment multiplied by (ii) a fraction, the numerator of which is the number of days from the applicable payment date through the date of her termination of employment and the denominator of which is 365, less any applicable payroll deductions and tax withholding paid by her. 90 Commencing with the first anniversary of the Effective Date in the 2023 calendar year, Ms.

Item 7. Management's Discussion & Analysis

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

8 edited+0 added−25 removed4 unchanged
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 30, 2024 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 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.
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 30, 2024 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 April 20, 2025 through the exercise of any option, conversion or any other right.
INTERESTS OF EXPERTS AND COUNSEL Not applicable. 72
INTERESTS OF EXPERTS AND COUNSEL Not applicable. 74
As of April 30, 2024, there were 8,780,785 ordinary shares issued and outstanding, not including 281,489 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, United Kingdom W1H 5QJ.
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.
Related Party Loans On September 6, 2021, 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 the promissory note issued by Gorilla. The loan was guaranteed by a letter of guarantee made by Dr.
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.
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.
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.
Name and Address of Beneficial Owner Number of Shares Beneficially Owned Percentage Outstanding Named Executive Officers and Directors: Evan Medeiros 1,144 * Jayesh Chandan, Chief Executive Officer and Chairman of the Board 127,802 1.5 % Gregg Walker 2,257 * Ruth Kelly 1,550 * Daphne Huang, Chief Financial Officer (1) 6,090 * Dr.
Name 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.
Rajesh “Raj” Natarajan, Chief Innovation Officer 12,043 * Mohan Raj Kumar, Chief Delivery Officer (2) 0 * All executive officers and directors as a group (7 individuals) 150,886 1.7 % Five Percent or More Holders: (3) Rivetel Inv. Co., Ltd and affiliates (4) 802,609 9.1 % Asteria Vision Fund I, L.P.
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.
Removed
(5) 721,787 8.2 % Highbridge Capital Management, LLC (6) 869,297 9.9 % SBI AB Fund and affiliate (7) 714,834 8.1 % * Less than 1%. (1) In July 2022, Ms. Daphne Huang joined Gorilla as the Chief Financial Officer. (2) In March 2024, Mohan Raj Kumar was promoted to Chief Delivery Officer.
Removed
(3) As of the date of this filing, without giving effect to the Reverse Split, 2,522,528 Earnout Shares (the “Forfeited Earnout Shares”) have been forfeited to holders of CVRs. Prior to such forfeiture, certain holders identified below had voting rights and unvested economic rights to a portion of the Forfeited Earnout Shares.
Removed
The amounts in this table reflect such forfeitures (as noted below) even if such forfeiture is not reflected in any filing by such shareholder. This table does not give effect to any other forfeiture of Earnout Shares or any potential forfeiture of Earnout Shares that may take place in the next 60 days.
Removed
This table gives effect to the Reverse Split; however, unless otherwise noted, the figures identified in footnotes to this table do not give effect to the Reverse Split. 70 (4) The information reported is based on a Schedule 13G filed on August 25, 2022. Such filing reflects (i) 1,662,539 ordinary shares held by Rivetel Inv.
Removed
Co., Ltd (“Rivetel”), (ii) 4,436,452 ordinary shares held by K-May Inv. Ltd. (“K-May”), and (iii) 2,268,884 ordinary shares held by Reich Holding Co., Ltd (“Reich”). The table above gives effect to the forfeiture of 67,865, 181,097 and 92,616 Forfeited Earnout Shares previously beneficially owned of record by Rivetel, K-May and Reich, respectively.
Removed
Such figures do not give effect to the Reverse Split. K-May is a wholly-owned subsidiary of April Dew Co., Ltd., which is a wholly-owned subsidiary of Sun Finance International Inc. (“Sun”) whose sole director controls the entity. Reich is a wholly-owned subsidiary of Rivetel. Rivetel is controlled by its sole director/chairman, Mr. Chang-Yi Hsu.
Removed
Sun’s sole director entered into an arrangement with Mr. Chang-Yi Hsu granting him exclusive voting and dispositive power over the 4,436,452 ordinary shares held by K-May. Reich is controlled by its sole director, Rivetel. The registered address is 1F., No. 106, Ln. 737, Sec. 1, Neihu Rd., Neihu Dist., Taipei City, Taiwan (R.O.C.).
Removed
(5) The information reported is based on a Schedule 13G filed on August 12, 2022 and a Form 144 filed on March 7, 2024. In addition, this figure gives effect to the forfeiture of 373,626 Earnout Shares, which reflects Asteria Vision Fund Inc.’s share of the Forfeited Earnout Shares. Such figures do not give effect to the Reverse Split.
Removed
Asteria Vision Fund Inc., as general partner for and on behalf of Asteria Vision Fund I, L.P. Asteria Vision Fund Inc. is controlled by its board of directors. The business address of Asteria Vision Fund Inc. is c/o Asteria Vision Fund Inc., 7300 Lone Star Drive, Suite C200, Plano, Texas 75024.
Removed
(6) The information reported is based on a Schedule 13G filed on February 13, 2024. Such filing reflects 5,000,000 Gorilla ordinary shares beneficially owned by Highbridge Capital Management, LLC (“Highbridge”) and 10,331,375 Gorilla ordinary shares underlying “warrants” (which are Series A Warrants) beneficially owned by Highbridge. Such figures do not reflect the Reverse Split.
Removed
The filing notes that the warrants are subject to “the 9.90% Blocker,” which prevents exercise of such warrants if such exercise would cause the holder to beneficially own in excess of 9.90% of the Gorilla ordinary shares.
Removed
Consequently, the table above assumes that Highbridge may be deemed to beneficially own 369,297 ordinary shares underlying such warrants (such figure giving effect to the Reverse Split). The business address of Highbridge is 277 Park Avenue, 23rd Floor, New York, New York 10172. (7) The information reported is based on a Schedule 13G/A filed on October 5, 2023.
Removed
Such filing reflects 7,148,346 Gorilla ordinary shares held by collectively SBI & Capital 22 JV Fund II, L.P., SBI AI & Blockchain Investment LPS and SBI Hong Kong Holdings Co., Limited. 883,393 Gorilla ordinary shares are held by SBI & Capital 22 Management II Co.
Removed
Ltd., as general partner for and on behalf of SBI & Capital 22 JV Fund II, L.P. The business address is 4 th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands. SBI & Capital 22 Management II Co.
Removed
Ltd. is controlled by its directors. 5,694,953 Gorilla ordinary shares are held by SBI Investment Co., Ltd., as general partner for and on behalf of SBI AI & Blockchain Investment LPS. The business address is 1-6-1, Roppongi, Minato Ward, Tokyo 106-0032 Japan.
Removed
SBI Investment Co., Ltd. is controlled by its directors. 570,000 Gorilla ordinary shares are held by SBI Hong Kong Holdings Co. Limited. Such filing and figures do not give effect to the Reverse Split. The business address Suite 2704, 27th Floor, Tower 6, The Gateway, Harbour City, Kowloon, Hong Kong. 7.B.
Removed
RELATED PARTY TRANSACTIONS Rights of Appointment Gorilla’s board of directors previously consisted of seven directors. Pursuant to Gorilla’s articles of association in effect immediately prior to the closing of the Merger, certain of Gorilla’s shareholders, including related parties, had rights to appoint directors.
Removed
Koh on August 23, 2021. Gorilla has drawn down $3,000,000 under the loan with Asteria Corporation. The principal amount and accrued interest under the loan have been repaid in full on or before the maturity date. On March 13, 2023, Gorilla entered into a loan and promissory agreement with Asteria Corporation.
Removed
Pursuant to the agreement, Asteria Corporation agreed to provide a loan to Gorilla for the principal amount of $3,000,000 by subscribing the promissory note issued by Gorilla. Gorilla drew down $3,000,000 under this loan with Asteria Corporation. The principal amount and accrued interest under the loan were paid off in April 2024.
Removed
On or about August 30, 2021, Gorilla entered into a loan and promissory agreement with Dr. Koh. Pursuant to the agreement, Dr. Koh agreed to provide a loan to Gorilla for the principal amount of $1,000,000 by subscribing the promissory note issued by Gorilla. Gorilla has drawn down $1,000,000 under the loan with Koh, Sih-Ping.
Removed
The principal amount and accrued interest under the loan have been repaid in full on or before the maturity date. 71 Other Arrangements with Related Party As of December 31, 2023, Gorilla has 12 credit facilities. Dr.
Removed
Koh acts as joint guarantor for one credit facilities having entered into the relevant facility agreements or promissory notes, as applicable, in the capacity as a joint guarantor. For the details of the credit facilities, please refer to the section titled “ Item 5.B.
Removed
Liquidity and Capital Resources — Credit Facilities. ” Separation Agreement and Exchange Agreement On September 8, 2022, Gorilla entered into a Separation Agreement with Dr. Koh, pursuant to which Dr. Koh’s employment as Gorilla’s Chief Executive Officer and all positions he held with Gorilla ceased. The Separation Agreement was approved by Gorilla’s Board of Directors.
Removed
On December 5, 2022, the parties agreed to amend the Separation Agreement (the “Amended Separation Agreement”). Pursuant to the terms of the Amended Separation Agreement, Gorilla paid Dr. Koh a lump sum equal to one month of his base salary and settled the outstanding obligations under a $1,000,000 loan to the Company that had previously been advanced by Dr. Koh.
Removed
On December 5, 2022, Gorilla and Dr. Koh also entered into an Exchange Agreement, under which Dr. Koh agreed to deliver certain shares held by him to the Company in exchange for certain accounts receivable and assets of Gorilla. Exculpation, Indemnification and Insurance.

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