Gorilla Technology Group SPAC Presentation Deck
14 million shares will be placed in ESCROW
Escrow Shares - Investor Price Protection & Earn-Out
The escrow shares will be
distributed via a "Class-A
CVR"
$14 million x 10x = $140 million value /$10.00
= 14 million shares into Escrow
Price protection only to "Cash Investors", both
PIPE investors and non-redeeming public
shareholders
Earn-out to Gorilla shareholders or Cash
Investors, and based on actual 2022 & 2023
reported revenues, per a formula.
For each 1 escrow share distributed to
non-redeeming public shareholders, 1.5
escrow shares will be distributed to PIPE
investors via a combination of "Class-A
CVR" and "Class-B CVR
Prior to 3/31/2023 - Distributions of shares as
follows:
Price protection - Up to all 14 million shares, to Cash Investors to reduce cost
basis to "market price" on certain test dates:
"Market Price calculated as the 20 trading day weighted-average price,
ending on any of the following
o Test dates: (i) End of Q3 & Q4; (ii) Date 2022 annual report filed with SEC;
and (iii) any date when the closing price per share is below $5.00 for
previous 5 consecutive trading days (but (iii) is only triggered one time).
Earn-out - Up to 60% of escrow shares, less those used for price protection,
distributed based on actual 2022 revenues filed with the SEC
2022 Rev greater than $65m then distributed only to Gorilla shareholders,
if less than $51m then only to Cash Investors, in between is sliding scale
For Gorilla shareholders to receive shares, revenues from acquisitions do
not count & Gross Profit margin must be greater than or equal to prior
year.
Prior to 3/31/2024 - Distributions
of shares as follows:
Price protection - Up to all 40% or remaining, same
as 1st price protection, except only test date is
date 2023 annual report is filed with the SEC
Earn-out - All remaining shares, distributed based
on actual 2023 revenues filed with the SEC
2023 Rev greater than or equal $90m then
distributed only to Gorilla shareholders, if less
than $90m then only to Cash Investors
For Gorilla shareholders to receive shares,
revenues from acquisitions do count & Gross
Profit margin must be greater than or equal
prior year.View entire presentation