大猩猩科技美股招股说明书(2026-08-21版)

Gorilla Technology Group Inc.$125,000,0007.50% Senior Unsecured Convertible Notes, Series B due 2031 This prospectus supplement relates to the resale, from time to time, by the selling securityholders named herein (the “SellingSecurityholders”), or their pledgees, donees, transferees, or other successors in interest of $125,000,000 aggregate principal amount of7.50% Senior Unsecured Convertible Notes, Series B due 2031 (the “Notes”), along with up to 22,135,417 ordinary shares underlyingsuch Notes. Such amount is our estimate of the maximum number of shares underlying the Notes assuming the lowest possibleconversion price, payment of interest in shares at all opportunities, and the longest possible duration for the Notes to be outstanding.See “Description of Notes” on page S-16. We are registering these securities for resale by the Selling Securityholders named in thisprospectus supplement, or their transferees, pledgees, donees or assignees or other successors-in-interest that receive any of the sharesas a gift, distribution, or other non-sale related transfer. The Notes are convertible into our ordinary shares at an initial conversion rate of 39.2425 ordinary shares per $1,000 of thesum of the principal amount of Notes plus accrued and unpaid interest on such Notes, which is equivalent to an initial conversion priceof approximately $25.4826 per ordinary share. The Notes are our senior unsecured obligations. See “Description of Notes” on page S-16. Interest is computed on the basis of a 360-day year composed of twelve 30-day months. The Notes can only be issued inregistered form in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. We may redeem all or any portion of the Notes at our option after June 15, 2029, subject to certain conditions described under“Description of Notes — Redemption at Election of Company.” The redemption price will be equal to 100% of the principal amountof the Notes to be redeemed, plus accrued and unpaid interest through the redemption date. If a fundamental change (as definedherein) occurs, we may be required to repurchase some or all of the Notes from their holders at a purchase price equal to 100% of theaggregate principal amount thereof, plus accrued and unpaid interest to, but excluding, the repurchase date. See “Description of Notes”on page S-16. The Notes are our senior unsecured obligations and rank equal in right of payment to all of our existing and future unsecured,unsubordinated indebtedness; senior in right of payment to our existing and future indebtedness that is expressly subordinated in rightof payment to the Notes; and structurally junior to all existing and future indebtedness and other liabilities incurred by our subsidiaries. The Selling Securityholders may offer and sell any of the securities from time to time at fixed prices, at market prices or atnegotiated prices, and may engage a broker, dealer or underwriter to sell the securities. In connection with any sales of securitiesoffered hereunder, the Selling Securityholders, any underwriters, agents, brokers or dealers participating in such sales may be deemedto be “underwriters” within the meaning of the Securities Act. For additional information on the possible methods of sale that may beused by the Selling Securityholders, you should refer to the section entitled “Plan of Distribution” elsewhere in this prospectussupplement. We do not know when or in what amounts the Selling Securityholders may offer the securities for sale. The SellingSecurityholders may sell any, all or none of the securities offered by this prospectus supplement. All of the securities offered by the Selling Securityholders pursuant to this prospectus supplement will be sold by the SellingSecurityholders for their respective accounts. We will not receive any proceeds from the sale of any securities by the SellingSecurityholders. We will pay certain expenses associated with the registration of the securities covered by this prospectus supplement,as described in the section entitled “Plan of Distribution.” Our ordinary shares and warrants are listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the trading symbols “GRRR”and “GRRRW,” respectively. On August 17, 2026 the closing prices for our ordinary shares and warrants on Nasdaq were $14.95 perordinary share and $0.18 per warrant. Investing in our securities involves risks. See the section entitled “Risk Factors” beginning on page S-8 of this prospectussupplement, in the accompanying prospectus and in and in the documents we incorporate by reference herein and thereinincluding, but not limited to, the “Risk Factors” section of our Annual Report on Form 20-F for the year ended December 31,2025, to read about factors you should consider before buying our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the adequacy or accuracy of this pros