[6-K] Gorilla Technology Group Inc. Warrant Current Report (Foreign Issuer)

Rhea-AI Filing Summary

GBank Financial Holdings Inc. (GBFH) has released its 2025 Definitive Proxy Statement in advance of the virtual Annual Meeting scheduled for 2:00 p.m. PT on Friday, 1 August 2025. Only holders of the 14,042,011 outstanding shares of common stock as of the 13 June 2025 record date are entitled to vote.

Key voting items

• Proposal 1 – Election of three Class III directors (Kathryn S. Lever, Todd A. Nigro, Alan C. Sklar) to serve until the 2028 AGM. Directors are elected by plurality; cumulative voting is not permitted.
• Proposal 2 – Ratification of RSM US LLP as independent registered public accounting firm for fiscal year ending 31 Dec 2025. Requires majority of votes cast.

The Board unanimously recommends shareholders vote FOR all proposals. Proxies are solicited by the Board and may be voted via mail, internet, telephone, or at the meeting platform (Zoom ID 856 1782 9948; password 066066).

Corporate governance highlights

• Board size fixed at ten; currently 60 % (6/10) independent under Nasdaq rules.
• Separate Chair (Edward M. Nigro) and CEO (T. Ryan Sullivan) roles; majority-independent Audit, Compensation, and Nominating & Governance Committees.
• Audit Committee chaired by Kathryn S. Lever; Lever and Charles W. Griege, Jr. are designated “audit committee financial experts.”
• Average 2024 Board attendance exceeded 75 % except for Ms. Lever.
• Virtual-only meeting structure is allowed under Nevada law, expected to reduce cost and expand access.

Executive compensation (FY 2024)

• Executive Chairman Edward M. Nigro: total comp $829k (base $250k; bonus $194k; stock $366k; other $20k).
• CEO T. Ryan Sullivan: total comp $1.0 m (base $400k; bonus $194k; stock $366k; other $43k).
• EVP & Chief SBA Officer Nancy M. DeCou: total comp $4.37 m, driven by $4.00 m in SBA-related commissions.

The company qualifies as an “emerging growth company” and therefore provides scaled disclosure; no Say-on-Pay vote is required this year.

Notable operational context from biographies

• GBFH shares began trading on Nasdaq in 2025; the bank has appeared on OTCQX “Best 50” for three consecutive years and S&P’s Top-100 community bank list (2016-2022).
• The bank continues to expand its Gaming FinTech initiatives, including launch of a Visa credit card tailored to the gaming sector (2022).

Shareholders can access full proxy materials, the 2024 Annual Report and voting instructions at www.gbankfinancialholdings.com/annual-meeting.

Positive

• Majority-independent board with fully independent key committees enhances oversight credibility.
• Separate Chair and CEO structure supports balanced governance and mitigates key-person risk.
• Virtual-only AGM format may improve shareholder participation while reducing costs.

Negative

• Family relationship on the board (Executive Chair Edward Nigro and Vice-Chair/Director Todd Nigro) may limit true independence.
• Director attendance shortfall – Kathryn S. Lever attended fewer than 75 % of 2024 meetings.
• Disproportionate compensation – EVP DeCou’s $4 m commission-based pay could raise incentive-risk concerns.

Insights

Corporate Governance Expert

TL;DR – Routine ballot, majority-independent board, but family ties and meeting attendance gap temper governance strength.

The proxy outlines a fairly standard two-item agenda: staggered board elections and auditor ratification. Six of ten directors meet Nasdaq independence standards, committees are properly constituted, and audit-committee financial-expert requirements are satisfied. Separation of Chair and CEO roles is positive, yet concentration of influence within the Nigro family (Executive Chair Edward and Vice-Chair/Secretary Todd) and the re-nomination of Todd as a Class III director weaken perceived independence. Kathryn Lever’s sub-75 % attendance and her simultaneous roles on multiple audit-critical committees may draw ISS attention. Overall governance posture is adequate for a community-bank peer set, but investors focused on best-practice independence may withhold on Proposal 1 for leverage.

Portfolio Manager

TL;DR – No market-moving items; proxy confirms continuity and stable oversight.

From an investment perspective, the filing contains no new financial outlook, capital actions, or strategic transactions. Auditor ratification is typically non-controversial, and director elections maintain a steady board composition. Compensation appears in line with peers except for the outsized SBA-commission component for EVP DeCou, which is tied to robust SBA originations—important given community-bank revenue drivers. Nasdaq uplisting and FinTech initiatives are reiterated in biographies but were previously disclosed. Shareholder dilution is not at issue; no new equity plans are proposed. I classify the proxy as non-impactful to near-term valuation.

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 2025 

Commission File Number: 001-41448 

Gorilla Technology Group Inc.

(Translation of registrant’s name into English)

Meridien House

42 Upper Berkeley Street

Marble Arch

London, United Kingdom W1H 5QJ

(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 June 30, 2025, Gorilla Technology Group Inc., a Cayman Islands exempted company (the “Company”), entered into a securities purchase agreement (the “Purchase Agreement”) with certain investors relating to the issuance and sale of an aggregate of (a) 2,529,946 ordinary shares of the Company and (b) pre-funded warrants to purchase 3,470,054 ordinary shares of the Company, to investors who paid $17.50 per ordinary share and $17.4499 per pre-funded warrant (the “Offering”). The pre-funded warrants have a nominal exercise price of $0.0001 per ordinary share, are immediately exercisable upon issuance and have no expiration date. The Purchase Agreement contains customary representations and warranties, conditions to closing, termination provisions and indemnification obligations, including for liabilities under the Securities Act of 1933, as amended.  

The closing of the Offering occurred on July 2, 2025 and the Company received net proceeds of $98.8 million, after deducting placement agent fees but before paying estimated offering expenses. The Offering was made pursuant to the shelf registration statement on Form F-3 (File No. 333-274053) previously filed by the Company with the Securities and Exchange Commission on August 17, 2023 and declared effective by the SEC on August 29, 2023.

Titan Partners Group LLC, a division of American Capital Partners, LLC, acted as the sole placement agent for the Offering (the “Placement Agent”).

On June 30, 2025, the Company also entered into a placement agency agreement (the “Placement Agency Agreement”) with the Placement Agent, pursuant to which the Placement Agent acted as the sole placement agent for the Company in connection with the Offering. The Company agreed to pay the Placement Agent a cash fee of up to 6.0% of the gross proceeds from the Offering and to issue to the Placement Agent (or its designees) warrants to purchase up to 120,000 ordinary shares (the “Placement Agent Warrants”) representing 2.0% of the securities sold in the Offering. The Placement Agent Warrants are immediately exercisable, have an initial exercise price of $21.00 per ordinary share and will expire on the five-year anniversary of the initial issuance date. In addition, the Company agreed to reimburse the Placement Agent for up to $125,000 of its fees and expenses in connection with the Offering. The Placement Agency Agreement contains customary representations, warranties, and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, other obligations of the parties, and termination provisions.

In connection with the Offering, the Company and directors and executive officers of the Company entered into lock-up agreements (the “Lock-Up Agreements”), which each provide for a 45-day lockup period, subject to customary exceptions.

The foregoing descriptions of the Purchase Agreement, the Placement Agency Agreement, the prefunded warrants, the Placement Agent Warrants and the Lock-Up Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the form of Purchase Agreement, the Placement Agency Agreement, the form of prefunded warrant, the form of Placement Agent Warrant and the form of Lock-Up Agreement, which are filed as Exhibits 99.1, 99.2, 99.3, 99.4 and 99.5 respectively, to this Report of Foreign Private Issuer on Form 6-K and are incorporated by reference herein.

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INCORPORATION BY REFERENCE

The information included in this Report of Foreign Private Issuer on Form 6-K is hereby incorporated by reference into the Company’s Registration Statements on Form F-3 (File Nos. 333-274053, 333-267838 and 333-276708) and on Form S-8 (File No. 333-275749) (including any prospectuses forming a part of such registration statements) and to be a part thereof from the date on which this Report of Foreign Private Issuer on Form 6-K is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

On July 2, 2025, the Company issued a press release announcing the closing of the Offering by the Company. The press release is furnished as Exhibit 99.8 to this Report of Foreign Private Issuer on Form 6-K and is not incorporated by reference into the Company’s Registration Statements on Form F-3 and Form S-8.

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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: July 2, 2025	By:	/s/ Jayesh Chandan
	Name:	Jayesh Chandan
	Title:	Chief Executive Officer (Principal Executive Officer)

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Exhibit Index

Exhibit		Description
99.1		Form of Securities Purchase Agreement
99.2		Placement Agency Agreement, dated June 30, 2025, between the Company and Titan Partners Group LLC, a division of American Capital Partners, LLC
99.3		Form of Pre-Funded Warrant
99.4		Form of Placement Agent Warrant (included in Exhibit 99.2)
99.5		Form of Lock-Up Agreement (included in Exhibit 99.1)
99.6		Opinion of Pillsbury Winthrop Shaw Pittman, regarding the legality of the pre-funded warrants and placement agent warrants (including consent)
99.7		Opinion of Travers Thorp Alberga, regarding the legality of the ordinary shares and ordinary shares underlying the pre-funded warrants (including consent)
99.8		Press release dated July 2, 2025

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FAQ

When and how can GBFH shareholders attend the 2025 virtual annual meeting?

The meeting is at 2:00 p.m. PT on 1 Aug 2025 via Zoom (ID 856 1782 9948, password 066066); log in 15 minutes early.

What items are up for vote at GBank Financial Holdings' 2025 AGM?

Shareholders will vote to elect three Class III directors and to ratify RSM US LLP as 2025 independent auditor.

How many shares are entitled to vote at the GBFH 2025 AGM?

14,042,011 shares of common stock outstanding as of the 13 June 2025 record date are eligible.

Is the GBFH board considered independent under Nasdaq rules?

Yes, 6 of 10 directors are independent; Audit, Compensation, and Nominating committees are fully independent.

What was CEO T. Ryan Sullivan's total compensation for 2024?

Mr. Sullivan received $1.0 million, including $400k salary, $194k bonus, $366k stock awards, and $43k other compensation.

Who are the nominees for Class III director seats in 2025?

The board has nominated Kathryn S. Lever, Todd A. Nigro, and Alan C. Sklar.