SEC skips review on Gorilla (NASDAQ: GRRR) note registration

Rhea-AI Filing Summary

Gorilla Technology Group Inc. reports to holders of its 7.50% Senior Unsecured Convertible Notes, Series B due 2031 that a Registration Statement covering these securities was filed on August 12, 2026. The company received notice on August 14, 2026 from the Commission that there will not be a review of this Registration Statement.

On August 15, 2026, Gorilla distributed a draft Prospectus supplement related to the Registration Statement to all known noteholders and asks any holder who did not receive it to identify themselves via the email addresses in Annex B of the Registration Rights Agreement. The company states that it intends to have the Registration Statement declared effective on August 21, 2026. The Notes were originally issued on July 17, 2026 in an aggregate principal amount of $125,000,000.

Filing Explained

The filing advances noteholder resale registration but does not itself complete a sale, issue conversion shares, or deliver resale proceeds to Gorilla.

This Form 6-K is an interim report to holders about the registration process for the $125,000,000 convertible notes and the ordinary shares issuable on conversion. As of August 17, 2026, the registration statement had been filed but was not yet effective; the company intends effectiveness on August 21, 2026, so the disclosure remains at the registration stage rather than a completed resale.

If the registration becomes effective, selling securityholders—not Gorilla—would use it to resell the registered notes or conversion shares, and Gorilla would not receive proceeds from those resales.

Key Figures

Aggregate principal amount of Notes: $125,000,000 Coupon rate: 7.50% Maturity year: 2031 +4 more

7 metrics

Aggregate principal amount of Notes $125,000,000 7.50% Senior Unsecured Convertible Notes, Series B due 2031 issued July 17, 2026

Coupon rate 7.50% Interest rate on Senior Unsecured Convertible Notes, Series B due 2031

Maturity year 2031 Due date of the 7.50% Senior Unsecured Convertible Notes, Series B

Notes issuance date July 17, 2026 Date Gorilla issued the $125,000,000 aggregate principal amount of Notes

Registration Statement filing date August 12, 2026 Date the Registration Statement relating to the Notes was filed

No-review notice date August 14, 2026 Date the Commission notified Gorilla there will not be a review

Target effectiveness date August 21, 2026 Date Gorilla intends the Registration Statement to be declared effective

Key Terms

Senior Unsecured Convertible Notes, Registration Rights Agreement, Registration Statement, Prospectus supplement

4 terms

Senior Unsecured Convertible Notes financial

"the Company’s 7.50% Senior Unsecured Convertible Notes, Series B due 2031"

A senior unsecured convertible note is a type of loan a company issues that pays interest and ranks ahead of common shareholders if the company fails, but has no specific assets pledged as collateral. Holders can convert the loan into the company’s stock under agreed terms, so the instrument offers regular income plus potential upside like an option to own shares; investors care because it balances bond-like safety and possible equity gains while bearing higher risk than secured debt.

Registration Rights Agreement regulatory

"entered into a Registration Rights Agreement with the purchasers of the Notes"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

Registration Statement regulatory

"On August 12, 2026, a Registration Statement was filed"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

Prospectus supplement financial

"distributed a draft of a Prospectus supplement relating to the Registration Statement"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

FAQ

What securities did Gorilla Technology Group Inc. (GRRR) issue in July 2026?

Gorilla Technology Group Inc. issued $125,000,000 aggregate principal amount of 7.50% Senior Unsecured Convertible Notes, Series B due 2031 on July 17, 2026 under a Registration Rights Agreement with the purchasers.

When did GRRR file the Registration Statement for its 7.50% Notes?

The Registration Statement related to Gorilla’s 7.50% Senior Unsecured Convertible Notes, Series B due 2031 was filed on August 12, 2026, in accordance with the company’s obligations under its Registration Rights Agreement.

Did the SEC decide to review Gorilla Technology Group Inc.’s Registration Statement?

The Commission notified Gorilla on August 14, 2026 that there will not be a review of the Registration Statement, meaning the filing may proceed toward effectiveness without a comment review process.

What action is GRRR requesting from current holders of its Convertible Notes?

Gorilla asks any holder who did not receive the draft Prospectus supplement emailed on August 15, 2026 to identify themselves via the email addresses in Annex B of the Registration Rights Agreement so it can update its holder contact list.

When does Gorilla Technology Group Inc. expect its Registration Statement to become effective?

Gorilla states that it intends to have the Registration Statement declared effective on August 21, 2026, aligning with the communication process already underway with current holders of the Convertible Notes.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 6-K: How Foreign Companies Report to the SEC →

Available on EDGAR 08/17/2026 - 05:06 PM Accepted by SEC EDGAR 08/17/2026 - 05:05 PM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2026

Commission File Number: 001-41448

Gorilla Technology Group Inc.

(Translation of registrant’s name into English)

64 North Row

London, United Kingdom W1K 7DA

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒          Form 40-F ☐

Explanatory Note

On July 17, 2026, Gorilla Technology Group Inc., a Cayman Islands exempted company (the “Company”), issued $125,000,000 aggregate principal amount of the Company’s 7.50% Senior Unsecured Convertible Notes, Series B due 2031 (the “Notes”). In connection with the issuance of Notes, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the purchasers of the Notes, which was filed as Exhibit 99.6 of the Company’s Report of Foreign Private Issuer on Form 6-K on July 17, 2026. Capitalized terms used and not defined herein shall have the meaning set forth in the Registration Rights Agreement. This Report of Foreign Private Issuer on Form 6-K (the “6-K”) is addressed to current holders of the Notes (“Holders”).

On August 12, 2026, a Registration Statement was filed. On August 14, 2026, the Commission notified the Company that there will not be a “review” of the Registration Statement. On August 15, 2026, the Company distributed a draft of a Prospectus supplement relating to the Registration Statement to all known Holders. If you did not receive any such email, the Company does not know that you are a Holder (or does not have your correct contact information). Please identify yourself via email at the email addresses set forth in Annex B of the Registration Rights Agreement. The Company intends to have the Registration Statement declared effective on August 21, 2026.

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SIGNATURES

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, thereunto duly authorized.

	Gorilla Technology Group Inc.
Date: August 17, 2026	By:	/s/ Jayesh Chandan
	Name:	Jayesh Chandan
	Title:	Chief Executive Officer (Principal Executive Officer)

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