Gorilla Announces Delivery of CVR Payment Notice

Rhea-AI Summary

Gorilla (NASDAQ: GRRR) announced a CVR Payment Notice on December 4, 2025 that entitles each holder of Class A contingent value rights to a distribution of Gorilla ordinary shares, subject to the Contingent Value Rights Agreement.

The SPAC and Company representatives identified 587,747 forfeited Earnout Shares designated as Price Protection Shares, equal to 0.130382275 ordinary shares per Qualifying CVR holder. Holders must deliver a Valid Notice by providing specified identity, tax and holding information to cvr@gorilla-technology.com. If a holder does not become a Qualifying CVR Holder within one year of the CVR Payment Notice, the underlying ordinary shares will be forfeited.

Positive

• 0.130382275 ordinary shares allocated per Qualifying CVR
• 587,747 Earnout Shares identified as Price Protection Shares

Negative

• Failure to deliver a Valid Notice within one year causes forfeiture of underlying shares
• Qualifying requires submission of tax ID and signed W-8/W-9, which is administratively burdensome

News Market Reaction

-2.38%

30 alerts

-2.38% News Effect

+5.0% Peak in 3 hr 56 min

-$9M Valuation Impact

$355M Market Cap

0.7x Rel. Volume

On the day this news was published, GRRR declined 2.38%, reflecting a moderate negative market reaction. Argus tracked a peak move of +5.0% during that session. Our momentum scanner triggered 30 alerts that day, indicating elevated trading interest and price volatility. This price movement removed approximately $9M from the company's valuation, bringing the market cap to $355M at that time.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Forfeited Earnout Shares: 587,747 shares Share distribution rate: 0.130382275 ordinary shares Qualification deadline: one year

3 metrics

Forfeited Earnout Shares 587,747 shares Designated as Price Protection Shares in CVR Payment Notice

Share distribution rate 0.130382275 ordinary shares Per Qualifying CVR Holder under CVR Payment Notice

Qualification deadline one year Period after CVR Payment Notice to become Qualifying CVR Holder

Market Reality Check

Price: $14.12 Vol: Volume 765,304 is below t...

low vol

$14.12 Last Close

Volume Volume 765,304 is below the 20-day average of 1,117,769. low

Technical Price at 14.88 is trading below the 200-day MA of 19.

Peers on Argus

Peers in Software - Infrastructure showed mixed moves, with names like ARQQ up 6...

Peers in Software - Infrastructure showed mixed moves, with names like ARQQ up 6.53% while RXT and XNET declined, indicating GRRR’s -2.87% move was more stock-specific than sector-driven.

Historical Context

5 past events · Latest: Dec 08 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 08	Strategic investment	Positive	-0.4%	Minority investment in Astrikos.ai to expand AI infrastructure footprint.
Dec 05	Award nomination	Positive	-2.4%	CEO nominated for 2025 Nobel Sustainability Trust award.
Dec 04	CVR distribution terms	Neutral	-2.4%	Notice on CVR share distribution and qualification requirements.
Nov 17	Earnings and guidance	Positive	-2.5%	Record Q3 revenue, improved profitability, and 2026 revenue guidance.
Nov 12	Earnings call invite	Neutral	-3.4%	Announcement of Q3 2025 results conference call logistics.

Pattern Detected

Recent positive and neutral announcements have often coincided with negative price reactions, suggesting a pattern of weak follow-through on news.

Recent Company History

Over the last month, Gorilla reported record Q3 2025 revenue of $26.5M with improved profitability, announced a strategic minority investment in Astrikos.ai, and disclosed a large AI data centre mandate via prior filings. It also received a sustainability leadership nomination and issued this CVR Payment Notice outlining share distribution mechanics for CVR holders. Despite these developments, the stock showed negative or muted price moves after several announcements, indicating cautious trading behavior around news.

Market Pulse Summary

This announcement details how CVR holders may receive Gorilla ordinary shares from 587,747 forfeited...

Analysis

This announcement details how CVR holders may receive Gorilla ordinary shares from 587,747 forfeited Earnout Shares, at a rate of 0.130382275 shares per Qualifying CVR holder. Holders must submit complete documentation to become Qualifying CVR Holders within one year of the CVR Payment Notice, or the underlying shares are forfeited. Investors may watch how many CVR holders qualify and any future updates to related corporate arrangements.

Key Terms

contingent value rights, cvr payment notice, earnout shares, price protection shares, +4 more

8 terms

contingent value rights financial

"each holder of Gorilla's Class A contingent value rights ("CVRs") will be entitled"

Contingent value rights are special financial instruments that give their holder the potential to receive additional payments if certain future events or conditions happen, such as the achievement of specific business milestones. They are like a promise of extra rewards that depend on how well a project or company performs later on. Investors care about them because they offer a chance for extra gains but also carry uncertainty, as the extra payments are not guaranteed.

cvr payment notice financial

"On December 4, 2025, the SPAC Representative and the Company jointly delivered a CVR Payment Notice"

A CVR payment notice is a formal announcement that holders of Contingent Value Rights will receive a cash or other payout because a specific agreed condition was met after a corporate deal. Think of a CVR like a prize ticket tied to a future event; the notice tells investors how much they will get, when it will be paid, and any steps needed to claim it, which affects the instrument’s value and tax or cash-flow planning.

earnout shares financial

"advising that 587,747 Earnout Shares had been forfeited by the Company Shareholders"

Earnout shares are company stock promised to sellers as part of an acquisition that only becomes payable if the acquired business hits agreed future performance targets, like revenue or profit goals. They matter to investors because they can increase the number of shares outstanding (dilution), tie seller incentives to future success, and create uncertainty about the actual cost of the deal and future ownership unless the performance conditions are clearly understood.

price protection shares financial

"delivered a CVR Payment Notice identifying such 587,747 shares as Price Protection Shares"

Price protection shares are extra shares or cash paid to earlier investors when a company later sells stock at a lower price, so those investors don’t suffer a hidden loss. Think of it like a price-match or partial refund: if the market gives a cheaper deal after you bought in, the company compensates you to preserve your effective purchase price or ownership stake. This matters to investors because it limits dilution and protects the value of an earlier investment, but it also increases the overall share count and can affect future returns.

escrow agent financial

"the SPAC Representative and the Company Representative jointly delivered written instructions to the Escrow Agent"

An escrow agent is a neutral third party who holds money, stock certificates, documents, or other assets safely until the agreed conditions of a transaction are met, then releases them to the proper parties. Think of them as a trusted referee or locked safe that protects both sides during deals; for investors, they reduce the risk of fraud or missed obligations and provide assurance that payments, transfers or regulatory requirements will occur only when contract terms are fulfilled.

form 6-k regulatory

"Contingent Value Rights Agreement included as Exhibit 4.1 of Gorilla's Form 6-K filed"

A Form 6-K is a report that companies listed in certain countries file to provide important updates, such as financial results, corporate changes, or other significant information, to regulators and investors. It functions like an official company update or news release, helping investors stay informed about developments that could affect their investment decisions.

internal revenue service regulatory

"A signed and dated United States Internal Revenue Service W-8 or W-9"

The Internal Revenue Service is the U.S. federal agency that administers and enforces tax laws, collects taxes, issues refunds, and provides official guidance on tax rules. For investors, its actions are important because tax assessments, audits, rule changes or interpretations can change a company’s after-tax profits, cash flow and legal risk—similar to how a referee’s calls and rulebook affect the outcome in a game.

qualifying cvr holder financial

"A holder of Class A CVRs may become a Qualifying CVR Holder by sending a notice"

A qualifying CVR holder is an investor who meets the specific conditions that allow them to receive payments or benefits from a contingent value right (CVR), a contract that pays out only if certain future events occur. Think of it like owning a raffle ticket that only wins if predefined milestones are met; whether you get paid depends on holding the right, meeting transfer or registration rules, and satisfying any other eligibility terms, which affects the potential value and liquidity of that investment.

AI-generated analysis. Not financial advice.

London, United Kingdom--(Newsfile Corp. - December 4, 2025) - Gorilla Technology Group Inc. (NASDAQ: GRRR) ("Gorilla") today announced that each holder of Gorilla's Class A contingent value rights ("CVRs") will be entitled to a distribution of Gorilla ordinary shares, subject to restrictions provided for in the Contingent Value Rights Agreement included as Exhibit 4.1 of Gorilla's Form 6-K filed with the SEC on July 19, 2022 (the "Contingent Value Rights Agreement"). All capitalized terms in this press release that are not defined shall have the meaning assigned to them in the Contingent Value Rights Agreement.

On November 18, 2025, the SPAC Representative and the Company Representative jointly delivered written instructions to the Escrow Agent advising that 587,747 Earnout Shares had been forfeited by the Company Shareholders. On December 4, 2025, the SPAC Representative and the Company jointly delivered a CVR Payment Notice identifying such 587,747 shares as Price Protection Shares, equating to 0.130382275 Ordinary Shares per Qualifying CVR Holder.

A holder of Class A CVRs may become a Qualifying CVR Holder by sending a notice (a "Notice") containing the following information to cvr@gorilla-technology.com:

• Legal name
• Mailing Address
• Country of residence
• Citizenship
• United States Taxpayer Identification Number or Social Security Number
• A signed and dated United States Internal Revenue Service W-8 or W-9
• Email Address
• The Number of Class A CVRs held by the holder as of December 4, 2025.
• If CVRs are held in a brokerage account, then the name and contact details of the brokerage firm.

A Notice is invalid (an "Invalid Notice") unless the Notice contains all the information above and sufficient detail to cause Gorilla to believe with a commercially reasonable degree of certainty that the content of the Notice is accurate (a "Valid Notice"). If Gorilla determines in good faith that a Notice is an Invalid Notice, Gorilla will inform the sender of the Notice that the Notice is an Invalid Notice through a reply to the email containing the Invalid Notice. If the sender of an Invalid Notice subsequently provides information or otherwise enables Gorilla to verify information such that the total mix of information available to Gorilla would constitute a Valid Notice, then the sender shall be deemed to have delivered a Valid Notice.

A holder cannot become a Qualifying CVR Holder unless that holder delivers a Valid Notice. If a CVR Holder fails to become a Qualifying CVR Holder within one year of the delivery of the CVR Payment Notice, the ordinary shares underlying such distribution will be deemed to have been forfeited.

This press release shall satisfy Gorilla's obligation to issue a press release under 2.3(a) of the Contingent Value Rights Agreement.

About Gorilla Technology Group Inc.

Headquartered in London U.K., Gorilla is a global solution provider in Security Intelligence, Network Intelligence, Business Intelligence and IoT technology. We provide a wide range of solutions, including Smart City, Network, Video, Security Convergence and IoT, across select verticals of Government & Public Services, Manufacturing, Telecom, Retail, Transportation & Logistics, Healthcare and Education, by using AI and Deep Learning Technologies.

Our expertise lies in revolutionizing urban operations, bolstering security and enhancing resilience. We deliver pioneering products that harness the power of AI in intelligent video surveillance, facial recognition, license plate recognition, edge computing, post-event analytics and advanced cybersecurity technologies. By integrating these AI-driven technologies, we empower Smart Cities to enhance efficiency, safety and cybersecurity measures, ultimately improving the quality of life for residents.

For more information, please visit our website: Gorilla-Technology.com.

Important Information and Where to Find It

This press release does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Public Relations Contact:

Samantha Dowd and Kiki Tarkhan
Prosek Partners
GRRR@prosek.com

Investor Relations Contact:

RedChip Companies, Inc.
1-407-644-4256
GRRR@redchip.com

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/277001

FAQ

What distribution did Gorilla (GRRR) announce in the December 4, 2025 CVR Payment Notice?

Gorilla announced a distribution of ordinary shares equal to 0.130382275 ordinary shares per Qualifying Class A CVR holder based on 587,747 Price Protection Shares.

How do I become a Qualifying CVR Holder for GRRR's December 4, 2025 payment?

Send a Valid Notice to cvr@gorilla-technology.com including legal name, mailing address, country, citizenship, US taxpayer ID or SSN, a signed W-8 or W-9, email, and CVR holding count as of Dec 4, 2025.

What is the deadline for GRRR CVR holders to claim shares from the December 4, 2025 notice?

A holder must become a Qualifying CVR Holder within one year of the CVR Payment Notice or the underlying ordinary shares will be forfeited.

How many Earnout Shares were identified as Price Protection Shares in the GRRR notice?

587,747 Earnout Shares were identified as Price Protection Shares.

Can CVR holders holding through a broker become Qualifying CVR Holders for GRRR's distribution?

Yes; holders must include the brokerage firm's name and contact details in the Valid Notice if CVRs are held in a brokerage account.

Will Gorilla notify holders if their CVR Notice is invalid for the December 4, 2025 payment?

Yes; Gorilla will reply to the email containing an Invalid Notice to inform the sender that the Notice is invalid and outline required information.