Gorilla Technology Group - offers $107 mln 7.5% senior unsecured convertible notes due 2031 - SEC filing

Gorilla Technology Group Inc. (NASDAQ: GRRR) has priced a $107 million aggregate principal amount of 7.50% Senior Unsecured Convertible Notes due 2031, with the offering expected to close on or about June 5, 2026, subject to customary closing conditions. The financing is being led by Highbridge Capital Management LLC, an existing institutional stakeholder in the company.

The Bonds will be issued at 100% of their principal amount and will accrue interest semi-annually at a rate of 7.50% per annum. Interest payments may be made in cash or, at the company’s discretion and under certain conditions, in ordinary shares of Gorilla Technology Group Inc. The Bonds will mature on June 5, 2031, unless earlier converted, redeemed, or repurchased.

The initial conversion rate is set at 39.2425 ordinary shares per $1,000 principal amount of Bonds, equivalent to a conversion price of approximately $25.4826 per share. This represents a 17% premium over the closing share price of $21.78 on June 2, 2026. The conversion price is subject to adjustment under two reset mechanisms: a downward reset with a floor of $6.00 per share and an upward reset with a cap of $31.85325 per share.

The company plans to use the net proceeds to fund the equity portion of data center equipment purchases for its second project with Yotta Data Services Private Limited, announced on April 29, 2026, with remaining funds for general corporate purposes.

Benchmark and StoneX Financial are acting as joint placement agents for the offering. The Bonds are being offered under a “shelf” registration statement on Form F-3, with the final prospectus supplement available on the SEC’s website or through Benchmark.

This offering is part of Gorilla Technology Group Inc.’s broader strategy to expand its data center infrastructure and support its AI and IoT initiatives across multiple industries, including government, manufacturing, telecom, and healthcare.