大猩猩科技 2025年年度报告和过渡报告

FORM 20-F ☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF1934 OR ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 Commission File No. 001-41448 Securities registered or to be registered pursuant to Section 12(b) of the Act. Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the periodcovered by the Annual Report: 18,058,135 ordinary shares, par value $0.001 (not including 1,385,107 ordinary shares held by thecompany as treasury shares), 9,582,724warrants, 4,507,875 Class A Contingent Value Rights, 10,000,000 Series A Warrants,2,062,500 Series B Warrants and 1,542,858 Series C Warrants (as of December 31, 2024). Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934. Yes☐No☒ Note — Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934 from their obligations under those Sections. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer or an emerginggrowth company. See definition of “large accelerated filer,” “accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Emerging growthcompany☒ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if theregistrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards†provided pursuant to Section 13(a) of the Exchange Act.☐ † The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board toits Accounting Standards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: International Financial Reporting Standards as issued by theInternational Accounting Standards Board☒ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registranthas elected to follow: Item 17☐Item 18☐ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the ExchangeAct). Yes☐No☒ GORILLA TECHNOLOGY GROUP INC.Form 20-FFor the Fiscal Year Ended December31, 2024 TABLE OF CONTENTS FREQUENTLY USED TERMSiiiPRESENTATION OF FINANCIAL AND OTHER INFORMATIONvTRADEMARKSvMARKET INFORMATIONvSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARYviPART I1Item 1: IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS1Item 2: OFFER STATISTICS AND EXPECTED TIMETABLE1Item 3: KEY INFORMATION13.A. [RESERVED]13.B. CAPITALIZATION AND INDEBTEDNESS13.C. REASONS FOR THE