UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of ~~July~~August 2025

Commission File Number: 001-41448

Gorilla Technology Group Inc.

(Translation of registrant’s name into English)

Meridien House

42 Upper Berkeley Street

Marble Arch

London, United Kingdom W1H 5QJ

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒ Form 40-F ☐

Explanatory Note

On August ~~June 30~~14, 2025, Gorilla Technology Group Inc., a Cayman Islands exempted company (the “Company”), ~~entered~~issued ~~into~~ a ~~securities~~press ~~purchase agreement (the “Purchase Agreement”)~~release ~~with~~announcing ~~certain~~earnings ~~investors~~for ~~relating to~~ the ~~issuance~~first ~~and~~six ~~sale~~months of anfiscal ~~aggregate~~year of2025. ~~(a)~~The ~~2,529,946~~press ~~ordinary~~release ~~shares~~is offurnished ~~the~~as ~~Company~~Exhibit ~~and~~99.1 ~~(b) pre-funded warrants~~ to ~~purchase~~this ~~3,470,054~~Report ~~ordinary shares~~ of ~~the~~Foreign Private ~~Company,~~Issuer toon ~~investors~~Form ~~who paid $17~~6-K.50 ~~per~~Unaudited ~~ordinary~~condensed ~~share~~interim ~~and~~consolidated ~~$17.4499~~financial ~~per~~statements ~~pre-funded warrant~~of (the ~~“Offering”).~~Company ~~The~~for ~~pre~~the six-~~funded~~month ~~warrants~~periods ~~have~~ended June a30, ~~nominal~~2025 ~~exercise~~and ~~price~~2024 ~~of $0.0001 per ordinary share,~~ are ~~immediately exercisable~~filed ~~upon~~as ~~issuance~~Exhibit ~~and have no expiration date~~99.2 ~~The~~to ~~Purchase~~this ~~Agreement~~Report ~~contains~~of ~~customary~~Foreign ~~representations~~Private ~~and~~Issuer ~~warranties,~~on ~~conditions to~~Form ~~closing,~~6-K ~~termination provisions~~ and ~~indemnification~~are ~~obligations,~~incorporated ~~including~~by ~~for liabilities under the Securities Act of 1933, as amended~~reference herein.

The closing of the Offering occurred on July 2, 2025 and the Company received net proceeds of $98.8 million, after deducting placement agent fees but before paying estimated offering expenses. The Offering was made pursuant to the shelf registration statement on Form F-3 (File No. 333-274053) previously filed by the Company with the Securities and Exchange Commission on August 17, 2023 and declared effective by the SEC on August 29, 2023.

Titan Partners Group LLC, a division of American Capital Partners, LLC, acted as the sole placement agent for the Offering (the “Placement Agent”).

On June 30, 2025, the Company also entered into a placement agency agreement (the “Placement Agency Agreement”) with the Placement Agent, pursuant to which the Placement Agent acted as the sole placement agent for the Company in connection with the Offering. The Company agreed to pay the Placement Agent a cash fee of up to 6.0% of the gross proceeds from the Offering and to issue to the Placement Agent (or its designees) warrants to purchase up to 120,000 ordinary shares (the “Placement Agent Warrants”) representing 2.0% of the securities sold in the Offering. The Placement Agent Warrants are immediately exercisable, have an initial exercise price of $21.00 per ordinary share and will expire on the five-year anniversary of the initial issuance date. In addition, the Company agreed to reimburse the Placement Agent for up to $125,000 of its fees and expenses in connection with the Offering. The Placement Agency Agreement contains customary representations, warranties, and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, other obligations of the parties, and termination provisions.

In connection with the Offering, the Company and directors and executive officers of the Company entered into lock-up agreements (the “Lock-Up Agreements”), which each provide for a 45-day lockup period, subject to customary exceptions.

The foregoing descriptions of the Purchase Agreement, the Placement Agency Agreement, the prefunded warrants, the Placement Agent Warrants and the Lock-Up Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the form of Purchase Agreement, the Placement Agency Agreement, the form of prefunded warrant, the form of Placement Agent Warrant and the form of Lock-Up Agreement, which are filed as Exhibits 99.1, 99.2, 99.3, 99.4 and 99.5 respectively, to this Report of Foreign Private Issuer on Form 6-K and are incorporated by reference herein.

INCORPORATION BY REFERENCE

~~The~~Only the information included in Exhibit 99.2 of this Report of Foreign Private Issuer on Form 6-K is hereby incorporated by reference into the Company’s Registration Statements on Form F-3 (File Nos. 333-274053, 333-267838 and 333-276708) and on Form S-8 (File No. 333-275749) (including any prospectuses forming a part of such registration statements) and toshall be a part thereof from the date on which this Report of Foreign Private Issuer on Form 6-K is filed, to the extent not superseded by documents or reports subsequently filed or furnished. The information included in Exhibit 99.1 of this Report of Foreign Private Issuer on Form 6-K is not incorporated by reference into the foregoing registration statements (nor into any prospectuses forming a part thereof).

On July 2, 2025, the Company issued a press release announcing the closing of the Offering by the Company. The press release is furnished as Exhibit 99.8 to this Report of Foreign Private Issuer on Form 6-K and is not incorporated by reference into the Company’s Registration Statements on Form F-3 and Form S-8.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Gorilla Technology Group Inc.
Date: July 2, 2025	By:	/s/ Jayesh Chandan
Date: August 14, 2025	By:	/s/ Jayesh Chandan
	Name:	Jayesh Chandan
	Title:	Chief Executive Officer ~~(Principal Executive Officer)~~
		(Principal Executive Officer)

Exhibit Index

Exhibit		Description
99.1		~~Form~~Press ofrelease ~~Securities~~dated ~~Purchase~~August ~~Agreement~~14, 2025.
99.2		~~Placement~~Unaudited ~~Agency~~condensed ~~Agreement,~~interim ~~dated~~consolidated ~~June~~financial ~~30,~~statements ~~2025,~~of ~~between~~ the Company ~~and~~for ~~Titan~~the ~~Partners~~six-month ~~Group~~periods ~~LLC,~~ended aJune ~~division~~30, of2025 ~~American~~and ~~Capital Partners, LLC~~2024.
99.3		Form of Pre-Funded Warrant
101.INS		Inline XBRL Instance Document.
99.4		Form of Placement Agent Warrant (included in Exhibit 99.2)
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
99.5		Form of Lock-Up Agreement (included in Exhibit 99.1)
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
99.6		Opinion of Pillsbury Winthrop Shaw Pittman, regarding the legality of the pre-funded warrants and placement agent warrants (including consent)
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
99.7		Opinion of Travers Thorp Alberga, regarding the legality of the ordinary shares and ordinary shares underlying the pre-funded warrants (including consent)
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
99.8		Press release dated July 2, 2025
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Filing Compare · Gorilla Technology Group Inc.