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United States securities and exchange commission logo





                             March 31, 2022

       Sih-Ping Koh
       Chief Executive Officer
       Gorilla Technology Group Inc.
       7F, No.302, Ruey Kuang Road
       Neihu, Taipei 114720, Taiwan, R.O.C.

                                                        Re: Gorilla Technology
Group Inc.
                                                            Amendment No. 2 to
Registration Statement on Form F-4
                                                            Filed March 15,
2022
                                                            File No. 333-262069

       Dear Dr. Koh:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our March
8, 2022 letter.

       Amendment No. 2 to Registration Statement on Form F-4

       Certain Projected Financial Information, page 88

   1.                                                   To provide context for
the assumptions underlying the projected financial information,
                                                        please revise to
explain and quantify how "100% productivity" is measured for Gorilla's
                                                        sales colleagues.
Additionally, with a view toward supplemental disclosure, please tell us
                                                        whether the assumption
of 75% year-over-year retention of new lines of business is
                                                        consistent with
Gorilla's historic operating trends and/or consistent with industry norms.
 Sih-Ping Koh
FirstName  LastNameSih-Ping
Gorilla Technology Group Inc.Koh
Comapany
March      NameGorilla Technology Group Inc.
       31, 2022
March2 31, 2022 Page 2
Page
FirstName LastName
Cost of Revenue and Gross Margin, page 145

2.       We note in response to prior comment 5, you have listed factors for
the changes period
         over period, but have not quantified these factors. Further, provide
context to explain why
         each of your segments experienced different rates of an increase in
gross margin.
         Specifically, it is currently unclear why your security convergence
gross margin increased
         by 35% but your Video IoT segment only experienced an increase of 5%
for the six
         months ended June 30, 2021. Refer to Item 303(b) of Regulation S-K.
Notes to the Consolidated Financial Statements
Note 4. Summary of significant accounting policies
(b) Sales of goods-software, page F-46

3.       You disclose that "The Group generates revenue from offering hardware
and software
         products as well as professional services to its customers". Please
clarify if a customer
         will purchase two or three of your offerings. If true, revise your
disclosure to describe
         your accounting for when a customer purchases more than one offering.
Tell us how you
         considered paragraph 17 of IFRS 15 when there is more than one
contract. If the contracts
         are combined into a single contract, your disclosure should address
how you are
         estimating and allocating the transaction price to each performance
obligation. We refer
         you to paragraphs 47 and 73 of IFRS 15.
4.       We note your expanded disclosure in response to prior comment 7 and
remains unclear
         how you concluded that your software products can be accounted for as
a single or
         multiple performance obligation. In this regard, your disclosure in
paragraph (b)(i) states,
         "The Company may offer several products within the same contract and
each product is
         distinct and independent from one another." You further state in
paragraph (b)(iii) that you
         sell each of your offerings separately so that the relative
stand-alone selling price can be
         determined accordingly. However, in paragraph (c)(ii), you state that,
"the goods and
         services promised in the contract are significantly affected by one or
more of the other
         goods or services in the contract to function as intended, they are
highly dependent on and
         highly interrelated with each other and is not separately identifiable
from other promises
         in the contract." Please advise. Refer to IFRS 15.22 through 30.
 Sih-Ping Koh
FirstName  LastNameSih-Ping
Gorilla Technology Group Inc.Koh
Comapany
March      NameGorilla Technology Group Inc.
       31, 2022
March3 31, 2022 Page 3
Page
FirstName LastName
       You may contact Ryan Rohn, Senior Staff Accountant, at 202-551-3739 or
Stephen
Krikorian, Accounting Branch Chief, at 202-551-3488 if you have questions
regarding
comments on the financial statements and related matters. Please contact Kyle
Wiley, Staff
Attorney, at 202-344-5491 or Josh Shainess, Legal Branch Chief, at 202-551-7951
with any
other questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of Technology
cc:      David Bartz
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