Gorilla Technology Group Inc. reported that it completed a $125 million private placement of 7.50% Senior Unsecured Convertible Notes, Series B due 2031. The company entered into the securities purchase agreement with certain institutional accredited investors on July 15, 2026, and closed the financing on July 17, 2026. The notes carry a 7.50% annual interest rate, payable semiannually in arrears on June 15 and December 15, beginning December 15, 2026. They mature on June 15, 2031, unless earlier converted, redeemed or repurchased. Interest may be paid in cash or, at Gorilla’s election, in ordinary shares, subject to the terms of the indenture. The securities are convertible into Gorilla ordinary shares at an initial conversion rate of 39.2425 shares per $1,000 principal amount of notes, which equates to an initial conversion price of approximately $25.4826 per ordinary share. At that initial conversion rate, the full $125 million principal amount would be convertible into approximately 4.91 million ordinary shares, subject to adjustment under the indenture. The ordinary shares have a par value of $0.001 per share. The notes were issued under an indenture dated July 17, 2026, between Gorilla and U.S. Bank Trust Company, National Association, which is serving as trustee, paying agent, registrar and conversion agent. The indenture governs the notes’ conversion rights, redemption and repurchase provisions, covenants, events of default and related terms. Gorilla said it received approximately $120.1 million in net proceeds after deducting placement agent fees, but before estimated offering expenses. The Benchmark Company LLC acted as placement agent and appointed StoneX Financial Inc. as co-placement agent. Under the placement agency agreement, the company agreed to pay fees equal to 5.0% of the first $50 million of gross proceeds, 3.5% of proceeds above $50 million up to $100 million, and 2.5% of proceeds above $100 million. Based on the $125 million placement size, those placement agent fees total approximately $4.875 million. Gorilla also agreed to reimburse up to $125,000 of the placement agents’ fees and expenses. In connection with the financing, Gorilla entered into a registration rights agreement with the purchasers on July 17, 2026. The company agreed to file a registration statement covering the resale of the notes and the ordinary shares issuable upon conversion no later than 30 calendar days after the agreement, and to use reasonable best efforts to have it declared effective within 60 calendar days, or within 90 calendar days if the SEC conducts a full review. The registration statement is expected to be filed on Form F-3 if Gorilla is eligible. The registration rights agreement includes liquidated damages provisions if Gorilla misses certain filing, effectiveness or ongoing effectiveness deadlines. In general, each triggering event can require cash payments equal to 1.0% of the applicable subscription amount tied to the holder’s registrable securities, subject to a maximum aggregate cap of 5.0% of the holder’s subscription amount. Late payment of those damages would accrue interest at 18% per year, or the maximum rate permitted by law if lower. Gorilla also said the company’s directors and executive officers entered into lock-up agreements. The lock-up period ends on the earlier of 90 days after the registration statement becomes effective or the date on which all notes have been fully repaid and/or converted into ordinary shares, subject to customary exceptions. The placement was conducted as a private offering exempt from Securities Act registration under Section 4(a)(2) and related rules, and was limited to institutional accredited investors. The filing does not report an insider stock sale or purchase; rather, it reports a significant convertible debt financing that could provide Gorilla with roughly $120 million in new capital while creating potential future dilution if the notes are converted into ordinary shares.