Gorilla Technology Announces CVR Payment Notice for Ordinary Share Distribution to Eligible Holders

Details on CVR Payment Notice and Earnout Share Forfeiture

Gorilla Technology formally issued a CVR Payment Notice on July 17, 2026, following a joint decision by the SPAC Representative and Company Representative on June 12, 2026, to forfeit 560,000 earnout shares held by shareholders. These shares were converted into "Revenue Protection Shares" as outlined in the Contingent Value Rights Agreement.

This announcement marks the completion of an administrative step in the company’s CVR program. The forfeited shares correspond to a distribution rate of 0.085134912 ordinary shares per CVR held by qualifying holders as of the notice date. The distribution complies with the Contingent Value Rights Agreement filed with the SEC on Form 6-K on July 19, 2022.

Eligibility Criteria for CVR Holders

To receive ordinary share distributions, CVR holders must qualify by submitting a formal notice containing detailed information to [email protected]. Required details include legal name, mailing address, country of residence, citizenship, and U.S. tax identification information.

Holders must also provide a signed and dated IRS W-8 or W-9 form, an email address, and the exact number of Class A and Class B CVRs held as of July 17, 2026. For CVRs held in brokerage accounts, the brokerage firm’s name and contact information must be included. These requirements enable Gorilla to verify claims with "a commercially reasonable degree of certainty."

Validation and Verification of Notices

Notices are valid only if they contain all required information meeting Gorilla’s verification standards. Incomplete or insufficient notices will be deemed invalid, and the sender will be notified via email specifying the deficiencies.

However, Gorilla allows holders to remedy invalid notices by submitting additional information within the allowed timeframe. Once the combined information satisfies verification standards, the notice will be considered valid retroactively.

One-Year Deadline to Submit Claims

CVR holders have a strict one-year deadline from July 17, 2026, to submit valid notices. Failure to do so results in forfeiture of rights to the underlying ordinary shares. No extensions or late submissions are mentioned.

This deadline requires timely action, especially for holders who have changed contact details or hold CVRs across multiple brokerage accounts. The forfeiture clause emphasizes the importance of meeting submission requirements promptly.

About Gorilla Technology Group Inc.

Based in London, UK, Gorilla Technology Group Inc. is a global provider of solutions in security intelligence, network intelligence, business intelligence, and Internet of Things technologies. The company leverages AI and deep learning across sectors such as government, manufacturing, telecommunications, retail, transportation, healthcare, and education.

Its product suite includes smart city solutions, intelligent video surveillance, facial recognition, license plate recognition, edge computing, and post-event analytics. Positioned in cybersecurity and AI, Gorilla focuses on enhancing urban operations, security, and resilience. The CVR and earnout structure reflects prior capital formation transactions now reaching contingent value maturity.

SPAC Transaction and CVR Background

The Contingent Value Rights Agreement filed on July 19, 2022, indicates Gorilla’s structure stems from a SPAC transaction. CVRs are typical in SPAC mergers to provide additional consideration if post-merger milestones are met.

The joint decision by the SPAC and Company Representatives to forfeit earnout shares suggests some performance or revenue targets were not fully achieved, leading to the reduction of earnout shares and the related per-share CVR distribution.

Tax Compliance and Procedural Requirements

The requirement for IRS Forms W-8 and W-9 ensures proper tax withholding and reporting. W-9 applies to U.S. persons, while W-8 applies to non-U.S. persons and foreign entities. The collection of country of residence and citizenship aligns with regulatory standards for securities distributions involving domestic and international shareholders.

This press release fulfills Gorilla’s obligation under section 2.3(a) of the Contingent Value Rights Agreement to notify CVR holders publicly, ensuring equal access to distribution claim information.

Instructions for Claiming Distributions

CVR holders must compile all required documentation and submit a single, comprehensive notice via email to [email protected]. The notice must clearly include legal name, mailing address, country of residence, citizenship, U.S. tax ID or Social Security number, signed W-8 or W-9 form, email address, number of Class A and Class B CVRs held as of July 17, 2026, and brokerage details if applicable.

Shareholders should keep copies of all submissions and delivery confirmations. Given the one-year deadline and forfeiture risk, timely submission is critical. While Gorilla provides an administrative process, the responsibility for compliance lies with individual CVR holders.

Investor and Market Impact

This CVR distribution returns value to contingent shareholders from the prior SPAC transaction. The relatively small distribution of 0.085134912 shares per CVR reflects forfeiture of a large portion of earnout shares, indicating some original performance targets were unmet or partially met.

For existing Gorilla shareholders, issuing new ordinary shares to satisfy CVR claims may cause dilution. The immediate effect on share price is unclear. Investors should monitor Gorilla’s investor relations for updates on share count impact and the distribution’s financial significance within the company’s capital structure.