Gorilla Technology plans resale registration for notes

Gorilla Technology Group Inc. describes steps related to its previously issued $125,000,000 7.50% Senior Unsecured Convertible Notes, Series B due 2031.

Rhea-AI Filing Summary

Gorilla Technology Group Inc. describes steps related to its previously issued $125,000,000 7.50% Senior Unsecured Convertible Notes, Series B due 2031. The company states that it intends to file a registration statement to permit the resale of the Notes and the ordinary shares issuable upon conversion.

On or about August 3, 2026, the company and/or its counsel plans to email each purchaser a draft of the resale registration statement, with any sections containing material non-public information redacted. Holders are asked to contact the company if they do not receive an email and to submit or update a Selling Securityholder Questionnaire via the email addresses in Annex B of the Registration Rights Agreement. This notice is identified as satisfying Section 3(m) of that agreement.

Filing Explained

The notes carry a 7.50% interest rate, are senior and unsecured, and mature in 2031; the filing describes only a planned registration for resale of those notes and their underlying ordinary shares, not a reported new issuance or completed resale.

Key Figures

Convertible Notes Issuance: $125,000,000 aggregate principal amount Coupon Rate: 7.50% Notes Maturity Year: 2031 +1 more

4 metrics

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

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

Notes Maturity Year 2031 Maturity of 7.50% Senior Unsecured Convertible Notes, Series B

Draft Registration Statement Outreach Date on or about August 3, 2026 Target date to email draft resale registration statement to note purchasers

Key Terms

7.50% Senior Unsecured Convertible Notes, Series B due 2031, Registration Rights Agreement, Selling Securityholder Questionnaire

3 terms

7.50% Senior Unsecured Convertible Notes, Series B due 2031 financial

"issued $125,000,000 aggregate principal amount of the Company’s 7.50% Senior Unsecured Convertible Notes"

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.

Selling Securityholder Questionnaire regulatory

"requires you to provide a completed Selling Securityholder Questionnaire"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What securities did Gorilla Technology Group Inc. (GRRR) issue on July 17, 2026?

Gorilla Technology Group Inc. issued $125,000,000 aggregate principal amount of 7.50% Senior Unsecured Convertible Notes, Series B due 2031. These notes are convertible into the company’s ordinary shares and are governed by a Registration Rights Agreement with the purchasers.

What is the purpose of Gorilla Technology (GRRR)'s planned registration statement?

The planned registration statement is intended to allow for the resale of the outstanding Notes and the ordinary shares underlying such Notes. It is being prepared pursuant to the company’s obligations under the existing Registration Rights Agreement with note purchasers.

When will Gorilla Technology (GRRR) send the draft registration statement to note holders?

The company expects to email each purchaser a draft registration statement on or about August 3, 2026. The draft will be sent to the email addresses listed on each purchaser’s signature page to the Registration Rights Agreement, with any material non-public information sections redacted.

What should current holders of Gorilla Technology (GRRR) notes do in response to this notice?

Current holders are asked to confirm contact details if they do not receive the draft by email and to submit or update a Selling Securityholder Questionnaire. These materials should be sent to the email addresses provided in Annex B of the Registration Rights Agreement.

How does this notice relate to the Registration Rights Agreement for GRRR’s notes?

The notice is identified as the communication contemplated by Section 3(m) of the Registration Rights Agreement. It also explains that sending a draft registration statement to holders follows Section 3(a), aligning the company’s steps with its contractual registration obligations.

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

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 07/31/2026 - 06:08 AM Accepted by SEC EDGAR 07/31/2026 - 06:07 AM 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 July 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”).

The Company hereby announces that intends to file a Registration Statement to allow for the resale of Notes and the Ordinary Shares underlying such Notes. On or about August 3, 2026 the Company and/or its counsel will email each Purchaser at the email address set forth in their signature page to the Registration Rights Agreement with a draft of such Registration Statement in accordance with Section 3(a) of the Registration Rights Agreement. If any sections of the Registration Statement contain material non-public information, such sections will be redacted from the draft that gets furnished. If you do 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.

In addition, if you have not already done so, the Company hereby requests and hereby notifies you, as a Holder and a then-current Holder, that it requires you to provide a completed Selling Securityholder Questionnaire to the email addresses set forth in Annex B of the Registration Rights Agreement. If you have already done so, but the information contained therein is no longer true and correct (including with respect to the amount of Notes you hold), the Company requests that update the information contained in your Selling Securityholder Questionnaire.

For the avoidance of doubt, this 6-K shall constitute the notice contemplated by Section 3(m) of the Registration Rights Agreement.

1

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: July 31, 2026	By:	/s/ Jayesh Chandan
	Name:	Jayesh Chandan
	Title:	Chief Executive Officer (Principal Executive Officer)

2