Item 1.01. Entry into a Material Definitive Agreement.
On April 13, 2022, Global SPAC Partners Co., a special purpose acquisition
company incorporated as a Cayman Islands exempted company (the
"Company"), issued a promissory note (the "Note") in the aggregate principal
amount of up to $1,165,339.17 to Gorilla Technology Group Inc., a Cayman Islands
exempted company ("Gorilla"), pursuant to which Gorilla loaned to the Company up
to $1,165,339.17 (the "Extension Funds") to deposit into the Company's trust
account (the "Trust Account") for each Class A ordinary share of the Company
("Public Share") underlying the Company's public subunits that was not redeemed
in connection with the extension of the Company's termination date from April
13, 2022 to July 13, 2022.
The Company will deposit the Extension Funds into the Trust Account, which
equates to $0.03 per remaining Public Share, for each month past April 13, 2022
until July 13, 2022 that the Company needs to complete an initial business
combination (the "Initial Business Combination"), and such amount will be
distributed either to: (i) all of the holders of Public Shares upon the
Company's liquidation or (ii) holders of Public Shares who elect to have their
shares redeemed in connection with the consummation of the Initial Business
Combination.
The Note bears no interest and is repayable in full upon the earlier of (a) the
date of the consummation of the Initial Business Combination, or (b) the date of
the liquidation of the Company.
The issuance of the Note was made pursuant to the exemption from registration
contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
The foregoing description is qualified in its entirety by reference to the Note,
a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by
reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under
an Off-balance Sheet Arrangement of a Registrant.
The disclosure contained in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference in this Item 2.03.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On April 11, 2022, the Company held an extraordinary general meeting of
shareholders (the "Meeting"). At the Meeting, the Company's shareholders
approved an amendment to the Company's Amended and Restated Memorandum and
Articles of Association ("Charter Amendment"). The Charter Amendment extends the
date by which the Company must consummate its Initial Business Combination from
April 13, 2022 to July 13, 2022. Under Cayman Islands law, the Charter Amendment
took effect upon approval of the Extension Amendment Proposal (as defined
below). The Company plans to file the Charter Amendment with the Cayman Islands
General Registry as soon as possible following the Meeting. The terms of the
Charter Amendment are set forth in the Company's definitive proxy statement
filed with the Securities and Exchange Commission on March 28, 2022.
The foregoing description is qualified in its entirety by reference to
the Charter Amendment, a copy of which is attached as Exhibit 3.1 hereto and is
incorporated by reference herein.
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Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Meeting, the Company's shareholders approved the Charter Amendment
extending the date by which the Company must consummate the Initial Business
Combination from April 13, 2022 to July 13, 2022 (or such earlier date as
determined by the Company's Board of Directors) (the "Extension Amendment
Proposal").
The final voting results for the Extension Amendment Proposal were as follows:
For Against Abstain
17,566,897 127 0
Shareholders holding 3,801,787 Public Shares exercised their right to redeem
their shares for a pro rata portion of the funds in the Trust Account. As a
result, approximately $38,411,748.01 (approximately $10.10 per Public Share)
will be removed from the Trust Account to pay such holders. Furthermore, as a
result of the redemption, the one fourth of one warrant contained in each public
subunit (resulting in an aggregate of approximately 950,446 warrants) were also
forfeited by such holders and automatically extinguished by the Company.
Following the redemption, the Company's remaining Public Shares outstanding were
12,948,213. The Company has submitted a drawdown request under the Note to fund
into the Trust Account the required $0.03 per remaining Public Share into the
Trust Account for the first month past April 13, 2022 that the Company needs to
complete the Initial Business Combination. After such funding, the Trust Account
will contain approximately $10.13 per remaining Public Share outstanding.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this Form 8-K:
Exhibit No. Description of Exhibits
3.1 Amendment to Amended and Restated Memorandum and Articles of
Association.
10.1 Promissory Note issued to Gorilla Technology Group Inc., dated April
13, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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