Gorilla Technology Group SPAC Presentation Deck
Transaction Overview
(in millions)
Gorilla Rollover Equity
Escrow Shares (Outstanding & non-cancellable)
PIPE Financing (Subunits $10.10)
Estimated Cash in Trust (post-closing)
Total Sources
Sources & Uses
Sources of Funds
2022P Revenue
2023P Revenue
Uses of Funds
Gorilla Rollover Equity
Escrow Shares (to Gorilla s/h or PIPE & Public non-redeemers)
Estimated Fees & Expenses
Net Cash to Balance Sheet
Total Uses
Pro Forma Revenue Multiples
Effective Price per Public Share (Incl Escrow Share distributions)
Pro Forma Enterprise Value/2022P Revenue
Pro Forma Enterprise Value/2023P Revenue
All Escrow Shares to
Gorilla s/h PIPE & Public
$51.0
$90.0
$65.0
$90.0
$10.19
11.1x
8.0x
$5.72 M
14.1x
8.0x
$519.7
$142.7
$50.5
$131.9
$844.8
$519.7
$142.7
$16.5
$166.0
$844.8
(in millions, except share price)
Share Price (per share) (Assumed Trust Value at Merger Close)
Pro Forma Shares Outstanding
Total Equity Value
Plus: LT Debt
Less: Existing Cash & Excess Working Capital
Less: Net Cash from Transaction
Pro Forma Enterprise Value
Pro Forma Valuation
PIPE Shares
Public IPO
Shares
SPAC
Sponsor
& U/W
Illustrative Post-Transaction Ownership
Primary (w/PIPE Investors) Diluted (from warrants)
Escrow Shares
15%
15%
6%
59%
Gorilla
Shareholders
$10.19
87.9
$896.0
12.8
(22.9)
(166.0)
$720.0
95%
5%
Warrant
Dilution
Assumptions
Source of Funds: (i) PIPE financing of subunits (1 common +1/4 warrant) of $50 5m at closing, plus (1) Full net Trust (post extension) assuming no redemptions by Global's existing public shareholders (including non-redemption commitments)
Use of Funds Estimated Fees & Expenses includes all costs related to the merger transaction, such as audit, legal & financial fees (including PIPE placement, capital markets advisory & deferred IPO underwriting fees.)
Pro Forma Illustrative Ownership: Primary % includes (i) 51 million rollover shares to existing Gorilla shareholders & 14 million into escrow, (ii) 5.0 million shares from PIPE issuance (The PIPE investors shall have the right to reduce its $50.5m subscription amount down to a minimum of $30.3m
for any reason whatsoever, at its sole discretion, pursuant to the subscription agreement, as amended), and (ii) existing SPAC 17.95 million shares (16.75 million public IPO less 3.8 million redeemed subunits at extension vote, 4.19 million Founder shares, 0.1 million u/w. 0.7 million IPO PIPE)
Diluted % includes exercise of 12.1 million outstanding warrants and 1.25 million warrants issued in PIPE, with a strike price of $11.50
(1) Assumes all Escrow Shares are distributed pro rata to PIPE & public shares (assuming no redemptions at merger closing). For illustration, if only 5 million public shares remain outstanding post-merger, then the effective price per public share would be $4.28.View entire presentation