Gorilla Technology Group Inc SEC Filings

Gorilla Technology Group Inc. (Nasdaq: GRRR) is raising fresh capital through a registered direct offering consisting of 2,529,946 ordinary shares priced at $17.50 per share and 3,470,054 pre-funded warrants priced at $17.4999 with a de-minimis $0.0001 exercise price. Gross proceeds are expected to total $105.0 million; after deducting the 6.0 % placement fee paid to Titan Partners Group ($6.15 million) and estimated expenses, net proceeds are estimated at $98.8 million.

Pro-forma for the transaction, cash and cash equivalents rise from $21.7 million to $120.1 million, while total equity increases to $171.5 million. Debt remains unchanged at $41.5 million, improving the cash-to-debt position materially. The company intends to apply the funds largely to working-capital intensive initiatives—particularly bid bonds, statutory capital reserves linked to project tenders—and to complete two previously announced, but immaterial-sized, acquisitions in Thailand. Management retains broad discretion over timing and allocation.

Dilution. The share count will grow from 20.14 million (6/27/25) to 22.67 million immediately after closing and to 26.14 million if all pre-funded warrants are exercised. At the $17.50 offering price, investors face an immediate $9.63 dilution to the as-adjusted net tangible book value of $7.87 per share (or $10.77 if warrants are exercised). The offering also eliminates the company’s 1.49 million treasury shares, which form part of the shares being sold.

Capital structure impact. Besides the new securities, Gorilla has numerous legacy instruments outstanding: 958,272 warrants (WAEP $115.00), 600,000 Series C warrants (WAEP $5.90), 179,609 vested RSUs, and 48,900 employee options (WAEP $11.66). The placement agent receives five-year warrants to purchase up to 120,000 shares at $21.00—additional potential dilution.

Pricing context. The $17.50 offer price represents a 11.9 % discount to the June 30, 2025 close of $19.89 but is well above the $3.52 net tangible book value as of 12/31/24. Pre-funded warrants have no expiry, effectively functioning as shares once exercised, though a 4.99 % (optionally 9.99 %) ownership cap limits immediate concentration.

Key risks flagged by the company: share-price volatility, broad management discretion over proceeds, dilution, rapid resale pressure from freely tradable shares, and limitations on warrant exercise by large holders.

• Expected closing: ~2 July 2025.
• Shelf capacity remaining post-deal: up to $300 million total authorization less amounts already issued.

GameSquare Holdings, Inc. (NASDAQ: GAME) filed a Prospectus Supplement on June 27, 2025 to activate an At-The-Market (ATM) equity program under its effective Form S-3 shelf registration. The company may sell up to $9.25 million of common stock (par value $0.0001) from time to time through ThinkEquity LLC, which will act as sales agent on a best-efforts basis.

The filing states that any sales will be treated as “at-the-market offerings” under Rule 415(a)(4). Commission: the agent is entitled to up to 3.0% of gross proceeds. No escrow arrangement is required and the company retains full discretion over timing and amount of each issuance.

Key size constraints are driven by the company’s eligibility under General Instruction I.B.6 of Form S-3. As of June 25, 2025, public float is approximately $27.8 million; therefore, the company is limited to issuing no more than one-third of that amount (≈$9.26 million) in any 12-month period. The $9.25 million ceiling precisely matches this limit, indicating the ATM could exhaust the full I.B.6 capacity.

Pricing references: last reported share price on June 25, 2024 was $0.749, while the highest close in the prior 60-day period (June 9, 2025) was $0.95, which was used to calculate public float. Shares outstanding: 39,123,968, of which 9,904,523 are held by affiliates.

Material risk disclosures emphasize a “high degree of risk” and direct investors to page S-8 for full risk factors. The prospectus supplement also reiterates forward-looking-statement safeguards and notes that no securities regulator has approved or disapproved the offering.

Overall, the filing equips GameSquare with incremental financing flexibility but also signals potential near-term dilution for existing shareholders should the full ATM capacity be utilized.