UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 713, 2022

GLOBAL SPAC PARTNERS CO.

(Exact name of registrant as specified in its charter)

Cayman Islands		001-40320		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2093 Philadelphia Pike #1968

Claymont, DE 19703

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (650) 560-4753

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Units, each consisting of one subunit and one-half of one redeemable warrant	GLSPU	The Nasdaq Stock Market LLC

Subunits included as part of the units, each consisting of one Class A ordinary share $.0001 par value, and one-quarter of one redeemable warrant	GLSPT	The Nasdaq Stock Market LLC

Redeemable warrants	GLSPW	The Nasdaq Stock Market LLC

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☒☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~Introductory 8Note.01 ~~Other Events.~~

As previously disclosed, Global SPAC Partners Co., a special purpose acquisition company incorporated as a Cayman Islands exempted company (“Global”), entered into a definitive Business Combination Agreement, dated as of December 21, 2021, as amended and ~~restated~~ restated on May 18, 2022 (the “Business Combination Agreement”), with Gorilla Technology Group Inc., a Cayman Islands exempted company (“Gorilla”), Gorilla Merger Sub, Inc., a Cayman Islands exempted company and a wholly-owned subsidiary of Gorilla (“Merger Sub”), Global SPAC Sponsors LLC, a Delaware limited liability company, (the “Sponsor”), in the capacity as the representative (“Global Representative”) from and after the ~~Effective~~ ~~Time~~effective ~~(as~~time ~~defined~~of in the Business Combination (the ~~Agreement~~“Effective Time”) for ~~the~~Global shareholders ~~of Global~~ as of immediately prior to the Effective Time and their successors and assignees, and Tomoyuki Nii, in the capacity as the representative from and after the Effective Time for the Gorilla shareholders as of immediately prior to the Effective Time. Pursuant to the Business Combination Agreement, the Merger Sub will merge with and into Global, with Global as the surviving entity (the “Merger”, and together with the other transactions contemplated by the Business Combination Agreement and certain ancillary documents, the “~~Transactions~~Business Combination”).

~~Waiver~~On July of13, 2022 (the “Closing Date”), as contemplated by the Business Combination Agreement, Merger Sub merged with and ~~Condition~~into Global, with Global surviving as a wholly-owned subsidiary of Gorilla.

~~Under~~Pursuant ~~the~~to ~~terms of~~ the Business Combination Agreement, itimmediately isprior ~~a condition precedent~~ to the ~~obligations~~Effective ofTime, Gorilla ~~and~~effected ~~Merger~~a ~~Sub~~recapitalization to(the ~~consummate~~“Recapitalization”) ~~the~~pursuant ~~Merger~~to ~~that,~~which as(a) the preference shares of ~~the~~Gorilla ~~closing~~were ofconverted ~~the~~into ~~Merger~~ordinary shares of Gorilla (the “~~Closing~~Gorilla Ordinary Shares”), ~~(a)~~in ~~the~~accordance ~~amount~~with ofGorilla’s ~~funds~~organizational ~~contained~~documents; in(b) Gorilla ~~Global’s~~effected ~~trust account~~a ~~(the~~recapitalization ~~“Trust~~of ~~Account”)~~Gorilla Ordinary ~~(after~~Shares ~~deducting~~so that the ~~aggregate~~holders ~~amount~~ of ~~payments~~Gorilla ~~required~~Ordinary Shares (and options to beacquire ~~made~~Gorilla inOrdinary ~~connection~~Shares ~~with~~that ~~the redemption~~are ~~rights~~not converted to ~~Global~~Gorilla ~~shareholders~~Ordinary Shares in the Recapitalization) orheld ~~Global’s~~shares ~~operating~~(or ~~account,~~the inright ~~any~~to ~~case~~acquire shares, ~~prior~~as toapplicable) ~~payment~~valued ofat ~~any~~$10.00 ~~Global~~per ~~transaction~~share ~~expenses~~having ora ~~Gorilla~~total ~~transaction~~value ~~expenses~~of or$650,000,000, ~~other~~on ~~liabilities~~a ~~due~~fully atdiluted ~~the~~basis; ~~Closing, plus~~ and (bc) with ~~the~~respect ~~aggregate~~to ~~amount~~outstanding ofoptions ~~cash that~~to ~~has~~purchase ~~been~~Gorilla ~~funded~~Ordinary Shares, tothe ~~and~~number ~~remains~~of ~~with,~~Gorilla orOrdinary ~~that~~Shares ~~will~~issuable beupon ~~funded~~exercise ~~concurrently~~of ~~with~~such ~~the~~security, ~~Closing~~as ~~to,~~a ~~Global~~result ~~pursuant~~of tothe ~~any~~Recapitalization, ~~PIPE~~became ~~Investment~~converted ~~(as~~into ~~defined~~such innumber ~~the~~of ~~Business~~Gorilla ~~Combination~~Ordinary ~~Agreement)~~Shares ~~(the~~equal ~~“Minimum~~to ~~Cash”)~~the bequotient atobtained ~~least~~by dividing (A) $50650,000,000, by (B) $10.00, Asand subsequently ofdividing ~~July~~such 8,quotient ~~2022,~~by ~~Gorilla and~~(C) the ~~Merger~~sum ~~Sub~~of ~~had~~(i) the ~~conditionally~~number ~~waived~~of ~~such~~Gorilla ~~condition~~Ordinary ~~precedent,~~Shares ~~provided~~then ~~that~~outstanding ifand (ii) without duplication, the ~~Minimum~~number ~~Cash~~of isGorilla ~~less~~Ordinary ~~than~~Shares ~~$41,900,000,~~issuable upon the ~~waiver shall~~exercise noof ~~longer~~all beoutstanding inoptions ~~effect~~to purchase Gorilla Ordinary Shares.

On ~~July~~the 7,Closing ~~2022~~Date, ~~Global~~the ~~issued~~following asecurities ~~press~~issuances ~~release~~were ~~announcing~~made ~~the~~by ~~filing~~Gorilla ~~and~~to ~~mailing~~Global’s ofsecurityholders: ~~the~~(i) each ~~definitive~~outstanding ordinary ~~proxy~~share ~~statement~~of Global (~~the~~including ~~“Merger~~Global ~~Proxy Statement”)~~Class A ~~announcing~~ordinary anshares ~~extraordinary~~and ~~general meeting of~~ Global’s ~~shareholders~~Class B onordinary ~~July 13~~shares, ~~2022 (~~the “~~Business Combination~~Global ~~Meeting~~Ordinary Shares”) toand ~~approve~~including the ~~Transactions, among other proposals described in the Merger Proxy Statement. Additionally, on July 8, 2022,~~ Global ~~issued~~Class aA ~~press~~ordinary ~~release~~shares ~~announcing~~included ~~the~~as ~~confirmation~~part of the ~~aggregate amount of the previously announced~~ PIPE Subunits (as defined below) of) ~~$41.9~~was ~~million~~exchanged infor ~~connection~~(A) ~~with~~one ~~the~~Gorilla ~~Transactions~~Ordinary Share and ~~the~~(B) ~~conditional~~one ~~waiver~~Class A contingent value right of ~~the~~Gorilla ~~Minimum~~(“Class ~~Cash~~A ~~Condition~~CVR”), asand ~~noted~~(ii) ~~above.~~each Aoutstanding ~~copy~~warrant of ~~the~~ ~~press~~Global ~~releases~~was ~~are~~converted ~~filed~~into asa ~~Exhibit~~warrant to ~~99.1~~purchase ~~and~~the ~~Exhibit~~same ~~99.2~~number toof ~~this~~Gorilla ~~Current~~Ordinary ~~Report~~Shares onat ~~Form~~the ~~8-K~~same exercise price and ~~are~~for ~~incorporated~~the bysame ~~reference~~exercise ~~herein~~period (“Gorilla Warrant”).

~~Additional~~Additionally, pursuant ~~Information~~to amended subscription agreements (the “Amended Subscription Agreements”) entered into with certain investors (the “PIPE Investors”), the PIPE Investors received for each new subunit of Global (the “PIPE Subunits”) purchased thereunder, one-half (1/2) of one (1) Class B contingent value right (each whole Class B contingent right, a “Class B CVR”, and collectively with the Class A CVRs, “CVRs”)). A total of $41.9 million was provided by PIPE Investors, who, pursuant to the Amended Subscription Agreements of May 18, 2022, exercised their option to purchase $11.6 million of the PIPE Subunits subscribed for via purchases in the open market.

InThe ~~connection~~foregoing ~~with~~descriptions of the ~~Transactions,~~Business ~~Gorilla~~Combination ~~has~~Agreement ~~filed~~and ~~with~~ the ~~Securities~~Amended ~~and~~Subscription ~~Exchange~~Agreements ~~Commission~~contained ~~(the “SEC”)~~in athis ~~Registration Statement~~Current Report on Form F8-4K ~~and~~do ~~Global~~not ~~has~~purport ~~filed~~to ~~the~~be ~~Merger~~complete ~~Proxy Statement in connection with the proposed Transactions. Investors~~ and ~~security holders~~are ofqualified ~~Global~~in ~~and~~their ~~other~~entirety ~~interested~~by ~~persons are advised to read~~ the ~~Merger~~texts ~~Proxy Statement in connection with Global’s solicitation~~ of ~~proxies for~~ the Business Combination ~~Meeting because these documents contain important information about Global, Gorilla, the Business Combination~~ Agreement and the Form ~~Transactions.~~of ~~The~~Amended ~~Merger~~Subscription ~~Proxy Statement and other relevant materials in connection with the Transactions~~Agreement, ~~and~~ ~~any~~which ~~other~~were ~~documents~~ filed byas ~~Global~~Exhibits ~~with~~2.1 ~~the~~and ~~SEC~~10.1, ~~(when they become available)~~respectively, ~~may~~to ~~be obtained free of charge at the SEC~~Global’s ~~website (www.sec.gov)~~Current orReport byon ~~writing~~Form 8-K tofiled ~~Global~~on ~~at:~~May ~~2093~~18, ~~Philadelphia~~2022, ~~Pike~~and ~~#1968,~~are ~~Claymont,~~incorporated DEby ~~19703~~reference herein.

~~Forward-Looking Statements~~Item 1.01 Entry into a Material Definitive Agreement.

~~This~~The ~~Current~~information ~~Report~~set onforth ~~Form~~in ~~8-K contains, and certain oral statements made by representatives of Global and Gorilla and their respective affiliates, from time to time may contain, “forward-looking statements” within~~ the ~~meaning~~Introductory ofNote ~~the “safe harbor” provisions~~ of ~~the~~this ~~Private~~Current ~~Securities~~Report ~~Litigation Reform Act of 1995. Global’s and Gorilla’s actual results may differ from their expectations, estimates and projections and consequently, you should not rely~~ on ~~these~~Form ~~forward~~8-~~looking~~K ~~statements~~is asincorporated predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “might” and “continues,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, Global’s and Gorilla’s expectations with respect to future performance and anticipated financial impacts of the Transactions and the proposed private placement of Global securities by institutional accredited investors contemplated by certain subscription agreements dated as of February 10, 2022, as amended and restated on May 18, 2022 (the “PIPE”), the satisfaction of the closing conditions to the Transactions and the timing of the completion of the Transactions. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from expected results. Most of these factors are outside of the control of Global or Gorilla and are difficult to predict. Factors that may cause such differences include but are not limited to: (i) the inability of the parties to successfully or timely consummate the Transactions and the PIPE, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the post-Transactions company (the “Company”) or the expected benefits of the Transactions and the PIPE, if not obtained; (ii) the failure to realize the anticipated benefits of the Transactions and the PIPE; (iii) matters discovered by the parties as they complete their respective due diligence investigation of the other parties; (iv) the ability of Global prior to the Transactions, and the Company following the Transactions, to maintain the listing of the Company’s shares on Nasdaq; (v) costs related to the Transactions; (vi) the lack of a third-party fairness opinion in determining whether or not to pursue the proposed Transactions; (vii) the failure to satisfy the conditions to the consummation of the Transactions, including the approval of the Business Combination Agreement by the shareholders of Global and the satisfaction of the minimum cash requirements of the Business Combination Agreement following any redemptions by Global’s public shareholders; (viii) the risk that the Transactions may not be completed by the stated deadline and the potential failure to obtain an extension of the stated deadline; (ix) the outcome of any legal proceedings that may be instituted against Global or Gorilla related to the Transactions; (x) the attraction and retention of qualified directors, officers, employees and key personnel of Global and Gorilla prior to the Transactions, and the Company following the Transactions; (xi) the ability of the Company to compete effectively in a highly competitive market; (xii) the ability to protect and enhance Gorilla’s corporate reputation and brand; (xiii) the impact from future regulatory, judicial, and legislative changes in Gorilla’s or the Company’s industry; (xiv) the uncertain effects of the COVID-19 pandemic and geopolitical developments; (xv) competition from larger technology companies that have greater resources, technology, relationships and/or expertise; (xvi) future financial performance of the Company following the Transactions, including the ability of future revenues to meet projected annual bookings; (xvii) the ability of the Company to forecast and maintain an adequate rate of revenue growth and appropriately plan its expenses; (xviii) the ability of the Company to generate sufficient revenue from each of its revenue streams; (xix) the ability of the Company’s patents and patent applications to protect the Company’s core technologies from competitors; (xx) the Company’s ability to manage a complex set of marketing relationships and realize projected revenues from subscriptions, advertisements; (xxi) product sales and/or services; (xxii) the Company’s ability to execute its business plans and strategy, including potential expansion into new geographic regions; and (xxiii) other risks and uncertainties described herein, ~~as well as those risks and uncertainties discussed from time to time in other reports and other public filings with the SEC~~ by ~~Global or Gorilla~~reference. The foregoing list of factors is not exclusive. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Global and Gorilla undertake no obligation to update forward-looking statements to reflect events or circumstances after the date they were made except as required by law or applicable regulation.

~~Participants in~~Warrant ~~the~~Agreement ~~Solicitation~~Amendment

~~Gorilla,~~On the Closing Date, Global, Gorilla and ~~their~~Continental ~~respective~~Stock ~~directors,~~Transfer ~~executive~~& ~~officers~~Trust ~~and~~Company, ~~employees~~a ~~and~~New ~~other~~York ~~persons~~corporation ~~may~~(“Continental”), entered beinto ~~deemed~~that tocertain beAmendment ~~participants~~to inWarrant Agreement (the ~~solicitation of~~“Amended ~~proxies~~Warrant ~~from~~Agreement”). ~~the~~The ~~holders~~Amended ofWarrant ~~Global~~Agreement amends ~~securities~~that incertain ~~respect~~Warrant ofAgreement, ~~the~~dated ~~proposed~~as ~~Transactions.~~of ~~Information~~April ~~about~~8, ~~Global’s~~2021, ~~directors~~by and ~~executive~~ ~~officers~~between Global and ~~their~~Continental ~~ownership~~(the of“Existing ~~Global’s~~Warrant Agreement”) ~~securities~~to isprovide ~~set~~for ~~forth~~the inassignment by Global’s ~~filings~~and ~~with~~ the ~~SEC.~~assumption ~~Additional~~by ~~information regarding~~Gorilla of all the ~~interests~~rights ofand ~~the~~obligations ~~participants~~of inGlobal under the ~~proxy~~Existing ~~solicitation~~Warrant ~~will~~Agreement bewith ~~included~~respect into the ~~proxy~~Gorilla ~~statement~~Warrants. ~~pertaining~~Pursuant to the ~~proposed~~ ~~Transactions~~Amended ~~when~~Warrant itAgreement, ~~becomes~~all ~~available.~~Global ~~These~~warrants ~~documents~~under ~~can~~the Existing Warrant Agreement will no longer be ~~obtained~~exercisable ~~free~~for ofGlobal ~~charge~~Ordinary Shares, ~~from~~but ~~the~~instead ~~sources~~will ~~indicated~~be ~~above~~exercisable for Gorilla Ordinary Shares.

The foregoing description of the Amended Warrant Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Amended Warrant Agreement, which was filed as Exhibit 10.11 to Amendment No. 6 ~~Offer~~to orGorilla’s ~~Solicitation~~Registration Statement on Form F-4 filed on June 27, 2022, and is incorporated by reference herein.

~~This~~Insider ~~Current~~Letter Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed Transactions or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.Amendment

2Additionally, on the Closing Date, Global, the Sponsor and I-Bankers Securities, Inc. entered into that certain Amendment to Letter Agreement (the “Amended Insider Letter”). The Amended Insider Letter amends that certain Letter Agreement, dated as of April 8, 2021, by and between Global, the Sponsor and I-Bankers Securities, Inc. (the “Existing Letter Agreement”) to (i) add Gorilla as a party to the Existing Letter Agreement, (ii) have the Insiders (as defined in the Existing Letter Agreement) waive their rights under the Business Combination Agreement to receive any Class A CVRs with respect to the Global Ordinary Shares underlying their Placement Units (as defined in the Existing Letter Agreement), and (iii) to revise the terms of the Existing Letter Agreement in order to reflect the transactions contemplated by the Business Combination Agreement.

The foregoing description of the Amended Insider Letter does not purport to be complete and is qualified in its entirety by reference to the text of the Form of Amended Insider Letter, which was filed as Exhibit 10.2 to Amendment No. 6 to Gorilla’s Registration Statement on Form F-4 filed on June 27, 2022, and is incorporated by reference herein.

CVR Agreement

Additionally, on the Closing Date, Global, Gorilla, Global Representative and Continental entered into that certain Contingent Value Rights Agreement (the “CVR Agreement”). The CVR Agreement provides for the terms of release of Gorilla Ordinary Shares upon satisfaction of certain events relating to the revenues and share price of Gorilla Ordinary Shares following the Closing Date, all in accordance with the terms of the Business Combination Agreement.

The foregoing description of the CVR Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Form of CVR Agreement, which was filed as Exhibit 4.8 to Amendment No. 6 to Gorilla’s Registration Statement on Form F-4 filed on June 27, 2022, and is incorporated by reference herein.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note and Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.

In connection with the consummation of the Business Combination, on the Closing Date, Global and Gorilla notified The Nasdaq Capital Market (“Nasdaq”) that the plan of merger relating to the Business Combination (the “Plan of Merger”) was properly filed with the Cayman Islands Registrar of Companies (the “Cayman Registrar”), in accordance with the relevant provisions of the Cayman Islands Companies Act (As Revised) and that Global’s outstanding securities had been exchanged for Gorilla Ordinary Shares, Gorilla Warrants and CVRs, as described in Item 1.01 above. Global requested that Nasdaq delist Global’s units, subunits, and warrants on July 13, 2022, and as a result, trading of Global’s units, subunits, and warrants on Nasdaq were suspended in advance of trading on July 14, 2022. On July 13, 2022, Nasdaq filed a notification of removal from listing and registration on Form 25, thereby commencing the process of delisting Global’s securities from Nasdaq and deregistering the securities under Section 12(b) of the Securities Exchange Act of 1934, as amended.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note and Item 2.01 and Item 3.01 above and Item 5.01 below of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 4.01 Change in Registrant’s Certified Accountant.

Following the Business Combination and Global becoming a wholly-owned subsidiary of Gorilla, on July 15, 2022, the board of directors of Global dismissed UHY LLP (“UHY”), the independent registered public accounting firm of Global prior to the Business Combination, as Global’s independent registered public accounting firm, effective as of July 15, 2022.

UHY’s report on Global’s financial statements as of December 31, 2021 and the related statements of operations, changes in shareholders’ equity and cash flows for the year ended December 31, 2021, did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles, except that UHY’s audit report for the year ended December 31, 2021 included a statement of substantial doubt about Global’s ability to continue as a going concern.

During the period from August 6, 2020 to December 31, 2020, and the subsequent period through July 15, 2022, there were no: (i) disagreements with UHY on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements if not resolved to their satisfaction would have caused them to make reference to the subject matter of the disagreement in connection with its report or (ii) reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.

A letter from UHY is attached as Exhibit 16.1 to this Current Report on Form 8-K.

Item 5.01 Changes in Control of Registrant.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

As a result of the consummation of the Business Combination, a change in control of Global occurred, whereby Global became a wholly-owned subsidiary of Gorilla.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.

In accordance with the terms of the Business Combination Agreement, and effective as of the Closing Date, each of Global’s officers and directors resigned as a member of Global’s board of directors and/or from each officer position previously held, as applicable. These resignations were not a result of any disagreement between Global and the officers and directors on any matter relating to Global’s operations, policies or practices. On the Closing Date, Mr. Jayesh Chandan was appointed as the sole director of Global.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference herein.

On July 13, 2022, Global filed the Plan of Merger with the Cayman Registrar to effect the Business Combination. In connection with the Plan of Merger, the amended and restated memorandum and articles of association of Global was amended and restated in its entirety, effective as of the Effective Time.

The foregoing description of Global’s amended and restated memorandum and articles of association (the “Global Articles”) does not purport to be complete and is qualified in its entirety by reference to the complete text of such certificate of incorporation, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K, and is incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders

On July 13, 2022, Global held an extraordinary general meeting of its shareholders (the “Special Meeting”), at which holders of 16,271,668 Global Ordinary Shares were present in person or by proxy, constituting a quorum for the transaction of business. Only shareholders of record as of the close of business on June 15, 2022, the record date for the Special Meeting, were entitled to vote at the Special Meeting. As of the record date, 17,933,213 Global Ordinary Shares, including 13,645,713 Class A ordinary shares and 4,287,500 Class B ordinary shares, were outstanding and entitled to vote at the Special Meeting. The proposals listed below are described in more detail in Global’s definitive proxy statement/prospectus, filed with the Securities and Exchange Commission on July 7, 2022 (the “Proxy Statement/Prospectus”). A summary of the final voting results at the Special Meeting is set forth below:

Proposal 1 - The Business Combination Proposal

Global’s shareholders approved Proposal 1 - the approval and adoption by special resolution, of the Business Combination Agreement, and the transactions contemplated therein, including the Business Combination whereby Merger Sub will merge with and into Global, with Global surviving the merger as a wholly-owned subsidiary of Gorilla. The votes cast were as follows:

For		Against		Abstain
15,680,104		591,564		0

Proposal 2 - The Charter Proposals

Global’s shareholders approved Proposal 2 - the approval and adoption by ordinary resolution the following material differences between the Global Articles and Gorilla’s amended and restated memorandum and articles of association (the “Gorilla Articles”) to be effective upon the consummation of the Business Combination (i) the Gorilla Articles will provide for one class of ordinary shares as opposed to the two classes of ordinary shares provided for in the Global Articles; (ii) Gorilla’s corporate existence is perpetual as opposed to Global’s corporate existence terminating if a business combination is not consummated within a specified period of time; and (iii) the Gorilla Articles will not include the various provisions applicable only to special purpose acquisition corporations that the Global Articles contain. The votes cast were as follows:

For		Against		Abstain
15,680,104		591,564		0

Proposal 3 - The Nasdaq Proposals

Global’s shareholders approved Proposal 3 - the approval and adoption by ordinary resolution, for purposes of complying with the applicable provisions of Nasdaq Rules 5635(a), (b) and (d), the issuance of up to five million (5,000,000) PIPE Subunits, which was approximately 27.9% of the issued and outstanding Global Ordinary Shares, or at least three million (3,000,000) PIPE Subunits, which was approximately 16.7% of the issued and outstanding Global Ordinary Shares, in connection with the transactions contemplated by the Amended Subscription Agreements. The votes cast were as follows:

For		Against		Abstain
15,680,104		591,564		0

As there were sufficient votes at the time of the Special Meeting to approve each of the above proposals, the “Adjournment Proposal” described in the Proxy Statement/Prospectus was not presented to stockholders.

Shareholders holding an aggregate of 11,440,338 Global Class A ordinary shares exercised their right to have such shares redeemed for a pro rata portion of the trust account holding the proceeds from Global’s initial public offering, calculated as of one (1) business day prior to the date of the Special Meeting, which was $10.21 per share, or $116,816,571.70 in the aggregate that was redeemed. The remaining amount in the trust account was used to fund certain expenses incurred by Global and Gorilla in connection with the Business Combination, after payment of deferred underwriting commissions in connection with Global’s initial public offering, and will be used for general corporate purposes of Gorilla following the Business Combination.

Following the consummation of the Business Combination, the Gorilla Ordinary Shares and Gorilla Warrants began trading on the Nasdaq Capital Market under the symbols “GRRR” and “GRRRW”.

Item 8.01 Other Items.

Attached as Exhibit 99.1 to this Current Report on Form 8-K is the press release jointly issued by the parties announcing the consummation of the Business Combination.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.		Description
Exhibit		Description
99.1		Press Release, dated July 7, 2022.
3.1		Amended and Restated Memorandum and Articles of Association of Global.
99.2		Press Release, dated July 8, 2022.
16.1		Letter from UHY LLP as to the change in certifying accountant, dated as of July 18, 2022.
99.1		Press Release.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: July 11, 2022	GLOBAL SPAC PARTNERS CO.
Dated: July 18, 2022	GLOBAL SPAC PARTNERS CO.
	By:	/s/ ~~Bryant~~Jayesh ~~B. Edwards~~Chandan
		Name:	~~Bryant~~Jayesh ~~B. Edwards~~Chandan
		Title:	~~Chief Executive Officer~~Director

Filing Compare · Global SPAC Partners Co,