Gorilla Technology Group Inc. current report, Q1 FY2024

Business Context and Reporting Period

Gorilla Technology Group Inc. filed this Form 6-K as a foreign private issuer for February 2024. The filing, dated February 1, 2024, reports a change in the Company’s independent registered public accounting firm and includes related auditor correspondence.

Key Financial Metrics

The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, or other operating and financial performance metrics.

Material Changes

  • Effective January 31, 2024, the Company appointed Marcum Asia CPAs LLP as its independent registered public accounting firm and dismissed PricewaterhouseCoopers, Taiwan.
  • PwC Taiwan had served as auditor from 2007 through January 31, 2024.
  • PwC Taiwan’s audit reports on the consolidated financial statements for the years ended December 31, 2022 and 2021 contained no adverse opinion, disclaimer, qualification, or modification.
  • The Company reported no disagreements with PwC Taiwan regarding accounting principles, financial statement disclosure, or audit scope and procedures during those fiscal years or the subsequent period through January 31, 2024.
  • The Company stated that Marcum Asia was not consulted during the relevant period regarding accounting principles, audit opinions, disagreements, or reportable events.

Management Commentary, Risks, and Unusual Items

  • The Company disclosed material weaknesses in internal control over financial reporting related to insufficient accounting and regulatory expertise and inadequate policies and procedures for significant complex transactions and certain general ledger accounts.
  • PwC Taiwan did not audit the Company’s internal control over financial reporting.
  • PwC Taiwan provided a February 1, 2024 letter to the SEC addressing the Company’s disclosures; the letter is filed as Exhibit 99.1.
  • The filing does not provide financial guidance, an operating outlook, or quantified contingencies.
  • The Form 6-K is incorporated by reference into specified Form F-3 and Form S-8 registration statements, to the extent not superseded by later filings.

Investor Verification Items

  • Review Exhibit 99.1 for PwC Taiwan’s response to the auditor-change disclosures.
  • Monitor remediation of the disclosed material weaknesses in internal control over financial reporting.
  • Verify the scope and findings of Marcum Asia’s first audit engagement and any subsequent annual-report disclosures.
  • Review future filings for financial results, liquidity, financing needs, and any effects associated with the auditor transition.