Gorilla Technology Group Inc. (GRRR) completes $125M exempt debt offering

Rhea-AI Filing Summary

Gorilla Technology Group Inc., a Cayman Islands corporation, reported a private placement of debt securities in an exempt offering under Rule 506(b) of Regulation D. The notice is a new filing, with the first sale occurring on 2026-07-15.

The company states that a total amount of $125,000,000 USD of debt securities has been sold, with $0 USD remaining to be sold. The Benchmark Company, LLC and Stonex Financial Inc. are identified as sales compensation intermediaries, and reported finders' fees are $0 USD. The issuer declined to disclose its revenue range or aggregate net asset value. The notice does not specify any portion of proceeds allocated to executive officers, directors, or promoters.

Filing Explained

Because the securities are identified as debt rather than equity, the completed offering reports $125,000,000 sold—not an issuance of additional shares—and therefore does not establish the share-count dilution described in the supplied definition.

Key Figures

Total Amount Sold: 125,000,000 USD Total Remaining to be Sold: 0 USD Finder's Fees: 0 USD +1 more

4 metrics

Total Amount Sold 125,000,000 USD Total amount of debt securities sold in the exempt offering

Total Remaining to be Sold 0 USD Reported remaining unsold amount in the offering

Finder's Fees 0 USD Reported finders' fees for the offering

Date of First Sale 2026-07-15 Initial sale date for the Rule 506(b) offering

Key Terms

Rule 506(b), Regulation D, covered securities, accredited investors, +1 more

5 terms

Rule 506(b) regulatory

"X | Rule 506(b) | Rule 506(c) | Securities Act Section 4(a)(5)"

Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.

Regulation D regulatory

"if the issuer is claiming a Regulation D exemption for the offering"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

covered securities regulatory

"if the securities that are the subject of this Form D are "covered securities""

accredited investors regulatory

"sold to persons who do not qualify as accredited investors"

Accredited investors are individuals or entities considered to have enough financial knowledge and resources to understand and handle more complex and risky investments. They are often allowed to participate in private investment opportunities that are not available to the general public, similar to how experienced players might access exclusive clubs or events. This status helps ensure that investors can manage potential risks and rewards appropriately.

exempt offering regulatory

"FORM D Notice of Exempt Offering of Securities"

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

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 07/29/2026 - 07:26 AM Accepted by SEC EDGAR 07/29/2026 - 07:26 AM Learn about SEC filing dates

FAQ

What type of securities is Gorilla Technology Group Inc. (GRRR) offering in this Form D?

Gorilla Technology Group Inc. is offering debt securities in a private placement. The offering is conducted under Rule 506(b) of Regulation D, which provides an exemption from SEC registration for certain private offerings.

How much has Gorilla Technology Group Inc. (GRRR) sold in its exempt offering?

The company reports that it has sold a total amount of $125,000,000 USD in the offering. The filing also states that there is $0 USD remaining to be sold, indicating the targeted amount has been fully placed.

When did the first sale occur in Gorilla Technology Group Inc.’s (GRRR) exempt offering?

The first sale in the exempt offering occurred on 2026-07-15. This date marks the initial closing of the private placement under Rule 506(b), as disclosed in the issuer’s Form D notice.

Under which SEC exemption is Gorilla Technology Group Inc. (GRRR) conducting this offering?

The offering is conducted under Rule 506(b) of Regulation D. This rule allows certain private offerings without SEC registration, subject to conditions on investor qualifications and offering practices described in Regulation D.

What sales compensation and finder’s fees are disclosed for the Gorilla Technology Group Inc. (GRRR) offering?

The filing names The Benchmark Company, LLC and Stonex Financial Inc. as sales compensation firms. It reports finder’s fees of $0 USD, with no separate finder’s fee payments disclosed for the exempt offering.

Did Gorilla Technology Group Inc. (GRRR) disclose its revenue or asset size in the Form D?

The issuer selected “Decline to Disclose” for both its revenue range and aggregate net asset value. This means no specific revenue or asset-size category is provided in connection with the $125,000,000 USD offering.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Intentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001.

FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

X None

Entity Type

0001903145

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Gorilla Technology Group Inc.

Jurisdiction of Incorporation/Organization

CAYMAN ISLANDS

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Gorilla Technology Group Inc.
Street Address 1		Street Address 2
64 NORTH ROW
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
LONDON	UNITED KINGDOM	W1K 7DA	+442039880574

3. Related Persons

Last Name	First Name	Middle Name
Chandan	Jayesh
Street Address 1	Street Address 2
64 North Row
City	State/Province/Country	ZIP/PostalCode
London	UNITED KINGDOM	W1K 7DA

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Chief Executive Officer

Last Name	First Name	Middle Name
Natarajan	Rajesh
Street Address 1	Street Address 2
64 North Row
City	State/Province/Country	ZIP/PostalCode
London	UNITED KINGDOM	W1K 7DA

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Technology Officer

Last Name	First Name	Middle Name
Bower	Bruce
Street Address 1	Street Address 2
64 North Row
City	State/Province/Country	ZIP/PostalCode
London	UNITED KINGDOM	W1K 7DA

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Financial Officer

Last Name	First Name	Middle Name
Sennhauser	Thomas
Street Address 1	Street Address 2
64 North Row
City	State/Province/Country	ZIP/PostalCode
London	UNITED KINGDOM	W1K 7DA

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Chief Technology Officer - Infrastructure

Last Name	First Name	Middle Name
Wang	Jackie
Street Address 1	Street Address 2
64 North Row
City	State/Province/Country	ZIP/PostalCode
London	UNITED KINGDOM	W1K 7DA

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

General Manager, Asia

Last Name	First Name	Middle Name
Levy	Keith
Street Address 1	Street Address 2
64 North Row
City	State/Province/Country	ZIP/PostalCode
London	UNITED KINGDOM	W1K 7DA

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Medeiros	Evan
Street Address 1	Street Address 2
64 North Row
City	State/Province/Country	ZIP/PostalCode
London	UNITED KINGDOM	W1K 7DA

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Walker	Gregg
Street Address 1	Street Address 2
64 North Row
City	State/Province/Country	ZIP/PostalCode
London	UNITED KINGDOM	W1K 7DA

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Kelly	Ruth
Street Address 1	Street Address 2
64 North Row
City	State/Province/Country	ZIP/PostalCode
London	UNITED KINGDOM	W1K 7DA

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

X Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2026-07-15				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

	Equity		Pooled Investment Fund Interests
X	Debt		Tenant-in-Common Securities
	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
The Benchmark Company, LLC	000022982
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
150 East 58th Street	17th Floor
City	State/Province/Country	ZIP/Postal Code
New York	NEW YORK	10155
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	X Foreign/non-US
CALIFORNIA CONNECTICUT FLORIDA ILLINOIS MINNESOTA NEW YORK NORTH CAROLINA PENNSYLVANIA TEXAS

Recipient	Recipient CRD Number None
Stonex Financial Inc.	000045993
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
230 Park Avenue	10th Floor
City	State/Province/Country	ZIP/Postal Code
New York	NEW YORK	10169
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	X Foreign/non-US
CALIFORNIA CONNECTICUT FLORIDA ILLINOIS MINNESOTA NEW YORK NORTH CAROLINA PENNSYLVANIA TEXAS

13. Offering and Sales Amounts

Total Offering Amount	$125,000,000	USD	or Indefinite
Total Amount Sold	$125,000,000	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

49

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$4,875,000	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Gorilla Technology Group Inc.	/s/ Jayesh Chandan	Jayesh Chandan	Chief Executive Officer	2026-07-29

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.