Gorilla Technology Group Inc. filed a Form 6-K on October 30, 2026, disclosing that it entered into a securities purchase agreement with an institutional investor on October 29, 2026, covering a debt financing transaction including senior convertible notes, warrants, and pre-delivery shares.

Key Highlights

  • Initial funding: The company received net proceeds of approximately $24.2 million at the Initial Closing on October 30, 2026, after deducting a 3.0% commitment fee and the investor's legal fees.
  • Total facility size: The Purchase Agreement allows the company to issue Notes in an aggregate principal amount of up to $111,100,000 for an aggregate funding amount of up to $100,000,000.
  • Initial Note terms: The first Note carries a principal amount of $27,775,000 for a funding amount of $25,000,000, bears no interest, and matures on October 29, 2027.
  • Conversion price: Notes are convertible at a fixed price of $17.5308 per Ordinary Share, or at an alternative price equal to 90% of the average of the three lowest daily volume-weighted average prices over the prior 20 trading days, subject to a floor of $3.858 per share.
  • Warrants issued: A Warrant to purchase 850,612 Ordinary Shares was issued at an exercise price of $12.8995 per share, exercisable immediately and expiring October 29, 2031.
  • Pre-Delivery Shares: 1,000,000 Pre-Delivery Shares were issued at $0.001 per share for an aggregate purchase price of $1,000.
  • Shareholder meeting: The company agreed to call a special meeting of shareholders within 75 days after the Initial Closing to approve increasing authorized Ordinary Shares from 73,500,000 to 200,000,000.

Gorilla Technology's October 2026 Debt Financing: Notes, Warrants, and Data Center Plans

According to the filing, Gorilla Technology Group Inc. (NASDAQ:GRRR) entered into the securities purchase agreement on October 29, 2026, with an institutional investor in connection with "its continued execution of its previously announced data center projects." The company disclosed that net proceeds from the Initial Closing are intended to fund advance payments to secure committed data center capacity and commence the equity portion of purchases of data center equipment, with any remaining proceeds designated for general corporate purposes. No placement agent was engaged, and the Placement was made under the exemption from registration in Section 4(a)(2) of the Securities Act of 1933.

The filing details that the Notes rank senior to the company's other indebtedness, other than convertible notes issued under indentures dated June 5, 2026, and July 17, 2026, with which they rank pari passu. Upon an event of default, the company would owe a mandatory default amount equal to 120% of the outstanding principal amount, and the holder could convert at 80% of the average of the three lowest daily volume-weighted average prices over the prior 20 trading days. Conversions and warrant exercises are each subject to a 9.99% beneficial ownership limitation. The company may prepay the Notes in full, but not in part, once the Conversion Shares and Warrant Shares become freely resalable, subject to the holder's right to convert up to one-fourth of the amount outstanding.

The company further disclosed registration obligations, including filing a resale registration statement within 30 days of each closing and using commercially reasonable efforts to have it declared effective within 60 days (or 90 days if reviewed by the SEC). Failure to meet these requirements would require the company to pay the investor liquidated damages of 2.0% of the outstanding principal amount on the date of failure and every 30 days until cured. Subsequent closings for additional Notes of up to $83,325,000 in principal remain subject to mutual agreement and satisfaction of certain conditions.

What Was Disclosed

Gorilla Technology Group Inc. disclosed a debt financing transaction consisting of senior convertible notes, Series D warrants, and pre-delivery ordinary shares with an institutional investor, with an initial funding of $25,000,000 and the potential for up to $100,000,000 in total aggregate funding.