F-4/A
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As filed with the Securities and Exchange Commission on February 7, 2022

Registration No. 333-261181

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Amendment No. 2

to

FORM F-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

GOGORO INC.

(Exact name of registrant as specified in its charter)

 

 

 

Cayman Islands   3711   Not Applicable
(State or other jurisdiction of
incorporation or organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification No.)

 

 

11F, Building C,

No. 225, Section 2, Chang’an E. Rd.

SongShan District, Taipei City 105

Taiwan

+886 3 273 0900

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

 

 

COGENCY GLOBAL INC.

122 East 42nd Street, 18th Floor,

New York, NY 10168

(212) 947-7200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

With copies to:

 

Mark B. Baudler

Steven V. Bernard

Robert T. Ishii

Rachel Nagashima

Wilson Sonsini Goodrich & Rosati

Professional Corporation

One Market Plaza

Spear Tower, Suite 3300

San Francisco, CA 94105

(415) 947-2000

 

Gary Li

Jesse Sheley

Joseph Raymond Casey

Ram Narayan

Kirkland & Ellis International LLP

c/o 26th Floor, Gloucester Tower,
The Landmark

15 Queen’s Road Central

Hong Kong

+852 3761 3300

 

Steve Lin

Kirkland & Ellis International LLP

29th Floor, China World Office 2

No. 1 Jian Guo Men Wai Avenue

Chaoyang District, Beijing 100004

People’s Republic of China

(+86 10) 5737 9300

 

 

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this registration statement and on completion of the business combination described in the enclosed proxy statement/prospectus.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐


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If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company  ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of each class of
securities to be registered
  Amount
to be
registered(1)(6)
  Proposed
maximum
offering price
per share/
warrant(2)
  Proposed
maximum
aggregate
offering price(2)
  Amount of
registration fee

Ordinary Shares(3)

  55,125,000   $10.01   $551,801,250   $51,152

Ordinary Shares issuable on exercise of Warrants(4)

  26,650,000   $11.50   $306,475,000   $28,411

Warrants(5)

  26,650,000     (5)   —  (5)   —  

Total

          $858,276,250   $79,563(7)

 

 

(1)

All securities being registered will be issued by Gogoro Inc., a Cayman Islands exempted company (“Gogoro” or the “Company”), in connection with the Merger Agreement described in this registration statement and the proxy statement/prospectus included herein, which provides for, among other things, the merger of Starship Merger Sub I Limited, a Cayman Islands exempted company and wholly-owned subsidiary of Gogoro (“Merger Sub”) with and into Poema Global Holdings Corp., a Cayman Islands exempted company (“Poema Global”), (the “First Merger”), with Poema Global surviving the First Merger as a wholly owned subsidiary of Gogoro (Poema Global as the surviving entity of the First Merger, the “Surviving Entity”). Immediately following the consummation of the First Merger and as part of the same overall transaction, the Surviving Entity will merge with and into Starship Merger Sub II Limited (“Merger Sub II”), a Cayman Islands exempted company and wholly-owned subsidiary of Gogoro, (the “Second Merger” and together with the First Merger, collectively, the “Mergers”), with Merger Sub II surviving the Second Merger as a wholly owned subsidiary of the Company (Merger Sub II, as the surviving entity of the Second Merger, is sometimes referred to herein as the “Surviving Company”) (collectively, the “Business Combination”). As a result of the Business Combination, (i) each outstanding Class B Ordinary Share of Poema Global, par value $0.0001 per share, of Poema Global (“Poema Global Class B Shares”) will be converted into one Class A Ordinary Share of Poema Global, par value $0.0001 per share (“Poema Global Class A Shares”), (ii) thereafter, each Poema Global Class A Share will be converted into the right of the holder thereof to receive one ordinary share of Gogoro (“Gogoro Ordinary Share”), and (iii) each issued and outstanding warrant to purchase Poema Global Class A Shares (“Poema Global Warrants”) will be converted into a corresponding warrant to purchase Gogoro Ordinary Shares (“Gogoro Warrants”).

(2)

In accordance with Rule 457(f)(1) and Rule 457(c), as applicable, based on (i) in respect of Gogoro Ordinary Shares issued to Poema Global securityholders, the average of the high ($10.09) and low ($9.93) prices of Poema Global Class A Shares on the Nasdaq Capital Market on November 16, 2021 and (ii) in respect of Gogoro Ordinary Shares issuable upon exercise of the Gogoro Warrants, the exercise price of Poema Global Warrants ($11.50).

(3)

Represents (i) 43,125,000 Gogoro Ordinary Shares issuable in exchange for outstanding Poema Global Class A Shares pursuant to the First Merger and (ii) 12,000,000 Gogoro Ordinary Shares (the “Earnout Shares”) to persons who are Gogoro’s shareholders immediately prior to the First Merger.

(4)

Represents Gogoro Ordinary Shares underlying Gogoro Warrants.

(5)

Represents Gogoro Warrants, each whole warrant entitling the holder to purchase one Gogoro Ordinary Share, to be issued in exchange for Poema Global Warrants. Pursuant to Rule 457(g) of the Securities Act, no separate fee is recorded for the warrants and the entire fee is allocated to the underlying ordinary shares.

(6)

Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share subdivisions, share dividends or similar transactions.

(7)

Previously paid.

 

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 


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The information in this proxy statement/prospectus is not complete and may be changed. The registrant may not issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. The proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.

 

PRELIMINARY, SUBJECT TO COMPLETION, DATED FEBRUARY 7, 2022

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF

SHAREHOLDERS OF

POEMA GLOBAL HOLDINGS CORP.

 

 

PROSPECTUS FOR UP TO 81,775,000 ORDINARY SHARES AND 26,650,000 WARRANTS

OF

GOGORO INC.

The board of directors of Poema Global Holdings Corp., a Cayman Islands exempted company (“Poema Global”), has approved the Agreement and Plan of Merger (“Merger Agreement”), dated as of September 16, 2021, by and among Poema Global, Gogoro Inc., a Cayman Islands exempted holding company (the “Company” or “Gogoro”), Starship Merger Sub I Limited, a wholly-owned subsidiary of Gogoro (the “Merger Sub”), and Starship Merger Sub II Limited, a wholly-owned subsidiary of Gogoro (the “Merger Sub II”). Pursuant to the Merger Agreement, (a) Merger Sub will merge with and into Poema Global (the “First Merger”), with Poema Global surviving the First Merger as a wholly-owned subsidiary of Gogoro (such company, as the surviving entity of the First Merger, the “Surviving Entity”), and (b) immediately following the First Merger and as part of the same overall transaction as the First Merger, the Surviving Entity will merge with and into Merger Sub II (the “Second Merger,” and together with the First Merger, the “Mergers”), with Merger Sub II surviving the Second Merger as a wholly-owned subsidiary of Gogoro (such company, as the surviving entity of the Second Merger, the “Surviving Company”) (collectively, the “Business Combination”). As a result of the Business Combination, and upon consummation of the Business Combination and the other transactions contemplated by the Merger Agreement (the “Transactions”), Merger Sub II will become a wholly owned subsidiary of Gogoro, with the shareholders of Poema Global becoming shareholders of Gogoro. The respective time at which the First Merger and the Second Merger become effective is sometimes as the “First Effective Time” and “Second Effective Time,” respectively. The closing of the Business Combination is herein referred to as the “Closing.”

Concurrently with the execution of the Merger Agreement, certain investors (the “Initial PIPE Investors”) have entered into certain share subscription agreements (each, an “Initial Subscription Agreement”), pursuant to which the Initial PIPE Investors have committed to purchase Gogoro Ordinary Shares at a price of $10.00 per share for an aggregate purchase price of $257,320,000 (the “Initial PIPE Investment”). In addition, on January 18, 2022, certain investors (the “Additional PIPE Investors”) entered into additional share subscription agreements (each, an “Additional Subscription Agreement”, together with the “Initial Subscription Agreement”, the “Subscription Agreements”) pursuant to which the Additional PIPE Investors have committed to purchase Gogoro Ordinary Shares at a price of $10.00 per share for an aggregate purchase price of $27,500,000 (the “Additional PIPE Investment”). Under the Subscription Agreements, the obligations of the parties to consummate the PIPE Investment are subject to the satisfaction or waiver of certain customary closing conditions of the respective parties, including, among others, (i) the absence of a legal prohibition on consummating the PIPE Investment, (ii) all conditions precedent under the Merger Agreement having been satisfied or waived, (iii) the accuracy of representations and warranties in all material respects and (iv) material compliance with covenants.

Prior to the Closing Date, the interim amended and restated memorandum and articles of association of Gogoro (“Gogoro Interim A&R AoA”) will be adopted and become effective. On the Closing Date, immediately prior to the First Effective Time and prior to the consummation of any of the transactions contemplated by the Subscription Agreements, (i) Gogoro will repurchase each series C preferred share of Gogoro (“Gogoro Series C Preferred Shares”), that is issued and outstanding immediately prior to the First Effective Time, for cash consideration in an amount equal to the initial subscription price for such Gogoro Series C Preferred Shares. Immediately upon receipt of such cash consideration, each holder of a Gogoro Series C Preferred Share will apply such amount to the subscription for one Gogoro Ordinary Share; (ii) the amended and restated memorandum and articles of association of Gogoro (the “Gogoro Listing A&R AoA”) will be adopted and become effective; and (iii) ) each Gogoro Ordinary Share that is issued and outstanding immediately prior to the First Effective Time shall be subdivided into such number of Gogoro Ordinary Share equal to the Subdivision


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Factor (as defined below), such that each Gogoro Ordinary Share will have a value of $10.00 per share after giving effect to such share subdivision (the “Share Subdivision”). Actions set forth in paragraphs (i) through (iii) above are collectively referred to as the “Recapitalization.”

Pursuant to the Merger Agreement, immediately prior to the First Effective Time, each Class B Ordinary Share of Poema Global, par value $0.0001 per share (“Poema Global Class B Shares”), outstanding immediately prior to the First Effective Time will be automatically converted into one Class A Ordinary Share of Poema Global, par value $0.0001 per share (“Poema Global Class A Shares,” together with the Poema Global Class B Shares, the “Poema Global Ordinary Shares”) in accordance with the terms of the Poema Global A&R Memorandum and Articles of Association (“Poema Global Articles”) (such automatic conversion, the “Poema Global Class B Conversion”) and each Poema Global Class B Share shall no longer be outstanding and shall automatically be canceled, and each former holder of Poema Global Class B Shares shall thereafter cease to have any rights with respect to such shares and, after giving effect to the Poema Global Class B Conversion, at the First Effective Time and as a result of the First Merger, each issued and outstanding Poema Global Class A Share (including in connection with the Unit Separation as defined below) will no longer be outstanding and will automatically be converted into the right of the holder thereof to receive one Gogoro Ordinary Share (after giving effect to the Recapitalization).

Pursuant to the Merger Agreement, each issued and outstanding warrant of Poema Global sold to the public (“Public Warrant”) and to Poema Global Partners LLC (“Sponsor”), a Cayman Islands limited liability company, in a private placement in connection with Poema Global’s initial public offering (“Private Warrant”) will automatically and irrevocably be assumed by Gogoro and converted into a corresponding warrant exercisable for Gogoro Ordinary Shares. Immediately prior to the First Effective Time, the Poema Global Class A Shares and the Public Warrants comprising each issued and outstanding unit (“Unit”), consisting of one Poema Global Class A Share and one-half of one Public Warrant, will be automatically separated and the holder thereof will be deemed to hold one Poema Global Class A Share and one-half of one Public Warrant (the “Unit Separation”). No fractional Public Warrants will be issued in connection with such separation such that if a holder of such Units would be entitled to receive a fractional Public Warrant upon such separation, the number of Public Warrants to be issued to such holder upon such separation will be rounded down to the nearest whole number of Public Warrants and no cash will be paid in lieu of such fractional Public Warrants.

Pursuant to the Merger Agreement, (i) each ordinary share, par value $0.0001 per share, of Merger Sub that is issued and outstanding immediately prior to the First Effective Time shall automatically convert into one ordinary share, par value $0.0001 per share, of the Surviving Entity, (ii) each ordinary share of the Surviving Company that is issued and outstanding immediately prior to the Second Effective Time will be automatically cancelled and extinguished without any conversion thereof or payment therefor and (iii) each ordinary share of Merger Sub II issued and outstanding immediately prior to the Second Effective Time shall remain outstanding and shall not be affected by the Second Merger.

Proposals to approve the Merger Agreement and the other matters discussed in this proxy statement/prospectus will be presented at the extraordinary general meeting of the Poema Global shareholders scheduled to be held on                 , 2022, at                a.m., Eastern Time on, at                  and over the Internet by means of a live audio webcast.

Although Gogoro is not currently a public reporting company, following the effectiveness of the registration statement of which this proxy statement/prospectus is a part and the closing of the Business Combination (the “Closing”), Gogoro will become subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Gogoro intends to apply for listing of the Gogoro Ordinary Shares on the Nasdaq Global Select Market under the proposed symbol “GGR” to be effective at the consummation of the Business Combination. It is a condition of the consummation of the Business Combination that the Gogoro Ordinary Shares are approved for listing on the Nasdaq Global Select Market (subject only to official notice of issuance thereof). While trading on the Nasdaq Global Select Market is expected to begin on the first business day following the date of completion of the Business Combination, there can be no assurance that Gogoro’s securities will be listed on the Nasdaq Global Select Market or that a viable and active trading market will develop. See “Risk Factors” beginning on page 25 for more information.


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Throughout this proxy statement/prospectus, unless the context indicates otherwise, references to “Gogoro” refer to Gogoro, Inc., a Cayman Islands exempted holding company, together as a group with its subsidiaries, including its Operating Subsidiaries (as defined herein). Investors receiving Gogoro Ordinary Shares from this Business Combination are receiving equity securities of its Cayman Islands exempt holding company and are not receiving equity securities of its Operating Subsidiaries. Gogoro’s structure may involve unique risks to investors. No public market currently exists for Gogoro Ordinary Shares.

Gogoro is a Cayman Islands exempted holding company with operations conducted through subsidiaries. Gogoro is not an operating company of Taiwan, mainland China (“PRC”) or any other country or region. Its operations in Taiwan are conducted through its Taiwanese subsidiaries. Gogoro’s operations in mainland China are limited to the following:

 

  (i)

Gogoro has a Taiwanese subsidiary which sells products in mainland China;

 

  (ii)

in November 2020, Gogoro Network Pte. Ltd., which is incorporated in Singapore, entered into a Capital Increase Agreement (the “Capital Increase Agreement”) with Yadea Technology Group Co. Ltd., a company organized under the laws of the PRC (“Yadea”) and Jiangmen Dachangjiang Group Co., Ltd., a company organized under the laws of the PRC (“DCJ”), which is governed by PRC law. Among other things, the Capital Increase Agreement provides that Gogoro will sell battery packs and battery swapping stations to a joint venture (which Gogoro has not invested any funds in) and Gogoro will receive a licensing fee for use of Gogoro’s SaaS platform. Gogoro does not hold any equity interest in Yadea or DCJ or any other entity incorporated in the PRC;

 

  (iii)

Gogoro’s Taiwan subsidiaries have entered into a service agreement with the joint venture mentioned in (ii) above under which Gogoro’s Taiwan subsidiaries provide consulting services to the joint venture in exchange for a consulting fee; and

 

  (iv)

Gogoro Network Pte. Ltd. receives a licensing fee associated with its SAAS platform from the joint venture mentioned in (ii) above.

In addition, Gogoro has two subsidiaries in the PRC that are inactive.

Gogoro faces risks and uncertainties associated with the complex and evolving PRC laws and regulations, and whether and how such laws and regulations will be applicable to Gogoro in the future. Should certain PRC laws and regulations become applicable to Gogoro, it would likely have a material adverse impact on Gogoro’s business, financial condition and results of operations, any of which may cause the value of Gogoro’s securities to significantly decline or become worthless. For example, if the recent PRC regulatory actions on data security or other data-related laws and regulations were to apply to Gogoro, it could become subject to certain cybersecurity and data privacy obligations, including the potential requirement to conduct a cybersecurity review for its listing at a foreign stock exchange, and the failure to meet such obligations could result in penalties and other regulatory actions against it and may materially and adversely affect its business and results of operations. In addition, statements and regulatory actions by the PRC government, such as those related to data security or anti-monopoly concerns, may impact Gogoro’s ability to conduct its business. Furthermore, on December 2, 2021, the Securities and Exchange Commission (“SEC”) adopted final amendments implementing the disclosure and submission requirements under the Holding Foreign Companies Accountable Act (the “HFCA Act”), pursuant to which the SEC will identify a “Commission-Identified Issuer” if an issuer has filed an annual report containing an audit report issued by a registered public accounting firm that the U.S. Public Company Accounting Oversight Board (“PCAOB”) has determined it is unable to inspect or investigate completely because of a position taken by an authority in the foreign jurisdiction, and will then impose a trading prohibition on an issuer after it is identified as a Commission-Identified Issuer for three consecutive years. On December 16, 2021, the PCAOB issued a report on its determinations that it is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong, because of positions taken by PRC authorities in such jurisdictions. Even though Gogoro’s auditor is based in Taiwan and under full inspection of the PCAOB, and is not currently subject to the determinations announced by the PCAOB on December 16, 2021, if any PRC law relating to the access of the PCAOB to auditor files were to apply to a company such as Gogoro or its auditor, the PCAOB may be unable to fully inspect Gogoro’s auditor, which may result in Gogoro’s securities being delisted or prohibited from being traded “over-the-counter” pursuant to the HFCA Act and materially and adversely affect the value and/or liquidity of your investment. The Accelerating


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Holding Foreign Companies Accountable Act, passed by the U.S. Senate and if enacted, would require foreign companies to comply with the PCAOB audits within two consecutive years instead of three consecutive years. There are risks and uncertainties which Gogoro cannot foresee for the time being, and rules and regulations in the PRC can change quickly with little or no advance notice. The PRC government may intervene or influence our future operations in the PRC at any time, or may exert more control over offerings conducted overseas and/or foreign investment in companies like Gogoro. See “Risk Factors—Risks Related to Conducting Operations in the PRC” for a detailed description of risks related to the PRC.

Within the organization, investor cash inflows have all been received by Gogoro Inc., the parent Cayman entity. Cash to fund Gogoro’s operations is transferred from: (i) the Cayman parent to its operating companies through capital contributions; and (ii) operating companies to other operating companies through capital contributions. Gogoro’s subsidiaries transfer cash to each other through daily operations, including working capital and loans between companies. There are no restrictions on the transfer of cash within the Gogoro group. For additional information, see “Summary – Dividends and Other Distributions.”

As a holding company, Gogoro Inc. may rely on dividends and other distributions on equity paid by its subsidiaries for its cash and financing requirements. If any of Gogoro Inc.’s subsidiaries incur debt on its own behalf in the future, the instruments governing such debt may restrict their ability to pay dividends to Gogoro Inc. As of the date of this proxy statement/prospectus, other than dividends paid to shareholders of redeemable preferred shares by Gogoro Inc., neither Gogoro Inc. nor any of its subsidiaries have ever paid dividends or made distributions.

Gogoro is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, and is therefore eligible to take advantage of certain reduced reporting requirements otherwise applicable to other public companies.

Gogoro is also a “foreign private issuer” as defined in the Exchange Act, and will be exempt from certain rules under the Exchange Act that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, Gogoro’s officers, directors and principal shareholders will be exempt from the reporting and “short-swing” profit recovery provisions under Section 16 of the Exchange Act. Moreover, Gogoro will not be required to file periodic reports and financial statements with the U.S. Securities and Exchange Commission as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.

The accompanying proxy statement/prospectus provides Poema Global shareholders with detailed information about the Business Combination and other matters to be considered at the extraordinary general meeting of Poema Global. We encourage you to read the entire accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 25 of the accompanying proxy statement/prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in connection with the Business Combination, or determined if this proxy statement/prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated                , 2022, and is first being mailed to Poema Global shareholders on or about                 , 2022.


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Notice of Extraordinary General Meeting of Shareholders

of Poema Global Holdings Corp.

To Be Held on                , 2022

TO THE SHAREHOLDERS OF POEMA GLOBAL HOLDINGS CORP.:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of shareholders of Poema Global Holdings Corp. (“Poema Global”), a Cayman Islands exempted company, will be held at                  a.m. Eastern Time, at        on                 , 2022 (the “extraordinary general meeting”). Due to health concerns stemming from the COVID-19 pandemic, and to support the health and well-being of our shareholders, we encourage shareholders to attend the extraordinary general meeting virtually. You are cordially invited to attend and participate in the extraordinary general meeting online by visiting https://www.cstproxy.com/poemaglobal/2022 or in person at                 . The extraordinary general meeting will be held for the following purposes:

 

1.

Proposal No. 1—The Business Combination Proposal—to consider and vote upon, as an ordinary resolution, a proposal to approve and authorize the Merger Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A, and the transactions contemplated therein, including the Business Combination whereby Merger Sub will merge with and into Poema Global (the “First Merger”), with Poema Global surviving the merger as a wholly owned subsidiary of Gogoro, and immediately thereafter and as part of the same overall transaction, Poema Global (as the surviving entity of the First Merger) will merge with and into Merger Sub II, with Merger Sub II surviving the merger as a wholly-owned subsidiary of Gogoro (the “Business Combination Proposal”);

 

2.

Proposal No. 2—The Merger Proposal—to consider and vote upon, as a special resolution, a proposal to approve and authorize the First Plan of Merger (the “Merger Proposal”); and

 

3.

Proposal No. 3—The Adjournment Proposal—to consider and vote upon, as an ordinary resolution, a proposal to adjourn the extraordinary general meeting to a later date or dates, to, among other things, permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting (the “Adjournment Proposal”).

We also will transact any other business as may properly come before the extraordinary general meeting or any adjournment or postponement thereof.

Following the First Effective Time, a plan of merger (“The Second Plan of Merger”) will be approved by Gogoro as the sole shareholder of both the Surviving Entity and Merger Sub II, pursuant to which the Second Merger will be consummated.

The items of business listed above are more fully described elsewhere in the proxy statement/prospectus. Whether or not you intend to attend the extraordinary general meeting, we urge you to read the attached proxy statement/prospectus in its entirety, including the annexes and accompanying financial statements, before voting. IN PARTICULAR, WE URGE YOU TO CAREFULLY READ THE SECTION IN THE PROXY STATEMENT/PROSPECTUS TITLED “RISK FACTORS.”

Only holders of record of Poema Global Ordinary Shares at the close of business on                 , 2022 (the “record date”) are entitled to notice of the extraordinary general meeting and to vote and have their votes counted at the extraordinary general meeting and any adjournments or postponements of the extraordinary general meeting.

After careful consideration, Poema Global’s board of directors has determined that each of the proposals listed is fair to and in the best interests of Poema Global and its shareholders and recommends that you vote or give instruction to vote “FOR” each of the proposals set forth above. When you consider the recommendations of Poema Global’s board of directors, you should keep in mind that Poema Global’s directors and officers may have interests in the Business Combination that conflict with, or are different from, your interests as a shareholder of Poema Global. See the section titled “Proposal One—The Business Combination Proposal—Interests of Certain Persons in the Business Combination.”


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The closing of the Business Combination is conditioned on approval of the Business Combination Proposal and the Merger Proposal. If either of these proposals is not approved and the applicable closing condition in the Merger Agreement is not waived, the remaining proposals will not be presented to shareholders for a vote. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

All Poema Global shareholders at the close of business on the record date are cordially invited to attend the extraordinary general meeting, which will be held at                  a.m. Eastern Time, at                on                 , 2022 and virtually over the Internet at https://www.cstproxy.com/poemaglobal/2022. To ensure your representation at the extraordinary general meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If you are a holder of record of Poema Global Ordinary Shares on the record date, you may also cast your vote at the extraordinary general meeting. If your Poema Global Ordinary Shares are held in an account at a brokerage firm or bank, you must instruct your broker, bank or nominee on how to vote your shares or, if you wish to attend the extraordinary general meeting, obtain a proxy from your broker or bank.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the extraordinary general meeting or not, please complete, sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly voted and counted.

If you have any questions or need assistance voting your Poema Global Ordinary Shares, please contact Morrow Sodali LLC. Questions can also be sent by email to PPGH.info@investor.morrowsodali.com. This notice of extraordinary general meeting is and the proxy statement/prospectus relating to the Business Combination will be available at https://                .

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors

Emmanuel DeSousa

Co-Chairman of the Board of Directors

Joaquin Rodriguez Torres

Co-Chairman of the Board of Directors

                , 2022

IF YOU RETURN YOUR SIGNED PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.

ALL HOLDERS OF CLASS A SHARES ISSUED IN POEMA GLOBAL’S INITIAL PUBLIC OFFERING, EXCLUDING THE SPONSOR AND POEMA GLOBAL’S OFFICERS AND DIRECTORS TO THE EXTENT THAT THEY HOLD SUCH SHARES, (THE “POEMA GLOBAL PUBLIC SHAREHOLDERS”) HAVE THE RIGHT TO HAVE THEIR PUBLIC SHARES REDEEMED FOR CASH IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION. POEMA GLOBAL PUBLIC SHAREHOLDERS ARE NOT REQUIRED TO AFFIRMATIVELY VOTE FOR OR AGAINST THE BUSINESS COMBINATION PROPOSAL, TO VOTE ON THE BUSINESS COMBINATION PROPOSAL AT ALL, OR TO BE HOLDERS OF RECORD ON THE RECORD DATE IN ORDER TO HAVE THEIR SHARES REDEEMED FOR CASH.

THIS MEANS THAT ANY POEMA GLOBAL PUBLIC SHAREHOLDER HOLDING PUBLIC SHARES MAY EXERCISE REDEMPTION RIGHTS REGARDLESS OF WHETHER THEY ARE EVEN ENTITLED TO VOTE ON THE BUSINESS COMBINATION PROPOSAL.


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TO EXERCISE REDEMPTION RIGHTS, HOLDERS MUST TENDER THEIR SHARES TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY, POEMA GLOBAL’S TRANSFER AGENT, NO LATER THAN TWO (2) BUSINESS DAYS PRIOR TO THE EXTRAORDINARY GENERAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DEPOSIT WITHDRAWAL AT CUSTODIAN SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “EXTRAORDINARY GENERAL MEETING OF THE POEMA GLOBAL SHAREHOLDERS—REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.


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TABLE OF CONTENTS

 

ABOUT THIS PROXY STATEMENT/PROSPECTUS

     ii  

MARKET, INDUSTRY AND OTHER DATA

     iii  

TRADEMARKS, TRADE NAMES AND SERVICE MARKS

     iv  

SELECTED DEFINITIONS

     v  

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND THE EXTRAORDINARY GENERAL MEETING

     ix  

SUMMARY

     1  

SUMMARY CONSOLIDATED FINANCIAL INFORMATION OF GOGORO

     18  

SUMMARY FINANCIAL INFORMATION OF POEMA GLOBAL

     20  

SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION AND COMPARATIVE PER SHARE DATA

     21  

RISK FACTORS

     25  

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

     94  

EXTRAORDINARY GENERAL MEETING OF POEMA GLOBAL SHAREHOLDERS

     96  

PROPOSAL ONE—THE BUSINESS COMBINATION PROPOSAL

     104  

PROPOSAL TWO—THE MERGER PROPOSAL

     131  

PROPOSAL THREE—THE ADJOURNMENT PROPOSAL

     132  

THE MERGER AGREEMENT

     133  

AGREEMENTS ENTERED INTO IN CONNECTION WITH THE BUSINESS COMBINATION

     145  

GOGORO’S BUSINESS

     149  

POEMA GLOBAL’S BUSINESS

     171  

GOGORO’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     180  

POEMA GLOBAL’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     198  

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

     203  

DIRECTOR AND EXECUTIVE COMPENSATION

     218  

MANAGEMENT FOLLOWING THE BUSINESS COMBINATION

     226  

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

     232  

TAXATION

     234  

DESCRIPTION OF GOGORO’S SHARE CAPITAL AND ARTICLES OF ASSOCIATION

     244  

COMPARISON OF RIGHTS OF GOGORO SHAREHOLDERS AND POEMA GLOBAL SHAREHOLDERS

     265  

BENEFICIAL OWNERSHIP OF SECURITIES

     270  

FUTURE SHAREHOLDER PROPOSALS

     276  

APPRAISAL RIGHTS

     277  

SHAREHOLDER COMMUNICATIONS

     278  

LEGAL MATTERS

     279  

EXPERTS

     280  

DELIVERY OF DOCUMENTS TO SHAREHOLDERS

     281  

ENFORCEABILITY OF CIVIL LIABILITY

     282  

WHERE YOU CAN FIND MORE INFORMATION

     283  

INDEX TO FINANCIAL STATEMENTS

     F-1  

ANNEX A MERGER AGREEMENT

     A-1  

ANNEX B AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

     B-1  

ANNEX C FIRST PLAN OF MERGER

     C-1  

 

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus, which forms a part of a registration statement on Form F-4 filed with the SEC by Gogoro, constitutes a prospectus of Gogoro under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the Gogoro Ordinary Shares and Gogoro Warrants to be issued to Poema Global shareholders in connection with the Business Combination. This document also constitutes a proxy statement of Poema Global under Section 14(a) of the Exchange Act, and the rules thereunder, and a notice of meeting with respect to the extraordinary general meeting of the Poema Global shareholders to consider and vote upon the proposals to adopt the Merger Agreement, to adopt the First Plan of Merger and to adjourn the meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to adopt the Merger Agreement.

Unless otherwise indicated or the context otherwise requires, all references in this proxy statement/prospectus to the terms “Gogoro,” the “Company,” “we,” “us” and “our” refer to Gogoro Inc., a Cayman Islands exempted holding company, together as a group with its subsidiaries, including its Operating Subsidiaries. All references in this proxy statement/prospectus to “Poema Global” refer to Poema Global Holdings Corp.

 

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MARKET, INDUSTRY AND OTHER DATA

Unless otherwise indicated, information contained in this proxy statement/prospectus concerning Gogoro’s industry and the regions in which it operates, including Gogoro’s general expectations and market position, market opportunity, market share and other management estimates, is based on information obtained from various independent publicly available sources and reports provided to us, and other industry publications, surveys and forecasts. Gogoro has not independently verified the accuracy or completeness of any third-party information. Similarly, internal surveys, industry forecasts and market research, which Gogoro believes to be reliable based upon its management’s knowledge of the industry, have not been independently verified. While Gogoro believes that the market data, industry forecasts and similar information included in this proxy statement/prospectus are generally reliable, such information is inherently imprecise. In addition, assumptions and estimates of Gogoro’s future performance and growth objectives and the future performance of its industry and the markets in which it operates are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those discussed under the headings “Risk Factors,” “Cautionary Statement Regarding Forward-Looking Statements” and “Gogoro’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this proxy statement/prospectus.

The sources of the statistical data, estimates and market and industry data contained in this prospectus are provided below:

 

   

Auto.economictimes.Indiatimes.com, Hero MotoCorp Resumes Retail Operations; Claims 10,000 Sales in a Week, May 2020;

 

   

Fame2.heavyindustry.gov.in, Ministry of Heavy Industries and Public Enterprises (Department of Heavy Industry) Notification, March 2019;

 

   

Greencarcongress.com, Ola Announces Hypercharger Network for electric two-wheelers; > 100k charging points in India, April 2021;

 

   

Newmotor.com.cn, Country’s Motorcycle and Production and Sales in 2020, January 2021;

 

   

Stat.thb.gov.tw, Highway Statistical Data Query;

 

   

Stat.thb.gov.tw, Statistics Inquiry Network of the General;

 

   

United Nations, Department of Economic and Social Affairs, Population Division (2019). Database on Household Size and Composition 2019; and

 

   

Worldatlas.com, Countries with the Highest Motorbike Usage, August 2019.

 

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TRADEMARKS, TRADE NAMES AND SERVICE MARKS

This document contains references to trademarks, trade names and service marks belonging to other entities. Solely for convenience, trademarks, trade names and service marks referred to in this proxy statement/prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

 

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SELECTED DEFINITIONS

 

“Additional PIPE Investors”

means accredited investors that entered into the Additional PIPE Subscription Agreements.

 

“Additional PIPE Investment”

means the commitment by the Additional PIPE Investors to purchase the Additional PIPE Shares.

 

“Additional PIPE Shares”

means an aggregate of 2,750,000 Gogoro Ordinary Shares to be purchased by the Additional PIPE Investors pursuant to the Additional PIPE Subscription Agreements at a price per share of $10.00.

 

“Additional PIPE Subscription Agreements”

means the subscription agreements entered into by the Additional PIPE Investors on January 18, 2022.

 

“Aggregate Fully Diluted Company Shares”

means, without duplication, (i) the aggregate number of Gogoro Ordinary Shares that are issued and outstanding immediately prior to the Share Subdivision (including Company Restricted Shares) and (ii) the aggregate number of Gogoro Ordinary Shares that are reserved for issuance under Gogoro’s equity incentive plans.

 

“Ancillary Documents”

means each agreement, document, instrument and/or certificate entered into in connection with the Merger Agreement or therewith and any and all exhibits and schedules thereto.

 

“Board”

means the board of directors of Gogoro after the closing of the Business Combination.

 

“Cayman Companies Act”

means the Companies Act (As Revised) of the Cayman Islands.

 

“Dissent Rights”

means the right of each holder of record of Poema Global Ordinary Shares to dissent in respect of the Mergers pursuant to Section 238 of the Cayman Companies Act.

 

“Dissenting Poema Global Shareholders”

means holders of Poema Global Ordinary Shares that are (i) issued and outstanding immediately prior to the First Effective Time and (ii) held by Poema Global Public Shareholders who have validly exercised their Dissent Rights (and not waived, withdrawn, lost or failed to perfect such rights).

 

“Equity Value”

means $2,011,251,500.

 

“Exchange Act”

means the Securities Exchange Act of 1934, as amended.

 

“First Effective Time”

means the effective time of the First Merger.

 

“First Merger”

means the merger of Merger Sub with and into Poema Global, following which the separate corporate existence of Merger Sub shall cease and Poema Global shall continue as the Surviving Entity and as a wholly-owned subsidiary of Gogoro.

 

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“First Plan of Merger”

means the plan of merger for the First Merger.

 

“GAAP”

means accounting principles generally accepted in the United States of America.

 

“Gogoro”

means Gogoro Inc., a Cayman Islands exempted holding company, together as a group with its subsidiaries, including its Operating Subsidiaries.

 

“Gogoro Ordinary Share”

means the ordinary share of Gogoro, par value 0.0001 per share.

 

“Gogoro Warrants”

means the warrants into which the Poema Global Warrants convert at the First Effective Time, each entitling its holder to purchase one Gogoro Ordinary Share at a price of $11.50 per share.

 

“GoStation”

means Gogoro Battery Swapping Stations.

 

“IASB”

means International Accounting Standards Board.

 

“ICE”

means internal combustion engine.

 

“IFRS”

means the International Financial Reporting Standards.

 

“Initial PIPE Investment”

means the commitment by the Initial PIPE Investors to purchase the Initial PIPE Shares.

 

“Initial PIPE Investors”

means certain accredited investors that entered into the Initial Subscription Agreements.

 

“Initial PIPE Shares”

means an aggregate of 25,732,000 Gogoro Ordinary Shares to be purchased by the Initial PIPE Investors pursuant to the Initial Subscription Agreements at a price per share of $10.00.

 

“Initial Subscription Agreements”

means the subscription agreements entered into by the Initial PIPE Investors concurrently with the execution of the Merger Agreement.

 

“Merger Sub”

means Starship Merger Sub I Limited, an exempted company incorporated with limited liability under the laws of Cayman Islands and a wholly-owned subsidiary of Gogoro.

 

“Merger Sub II”

means Starship Merger Sub II Limited, an exempted company incorporated with limited liability under the laws of Cayman Islands and a wholly-owned subsidiary of Gogoro.

 

“OEM”

means original equipment manufacturer.

 

“Operating Subsidiaries”

means, collectively, the operating subsidiaries of Gogoro Inc., a Cayman Islands exempted holding company, which include Gogoro Taiwan Limited, Gogoro Taiwan Sales and Services Limited, Gogoro Network, Taiwan Branch, Gogoro Network Pte. Ltd., and GoShare Taiwan Limited.

 

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“PBGN”

means Powered by Gogoro Network.

 

“PCAOB”

means the Public Company Accounting Oversight Board.

 

“PIPE Investment”

means the Initial PIPE Investment and the Additional PIPE Investment.

 

“PIPE Investors”

means the Initial PIPE Investors and the Additional PIPE Investors.

 

“PIPE Shares”

means the Initial PIPE Shares and the Additional PIPE Shares.

 

“Poema Global Articles”

means Poema Global’s amended and restated memorandum and articles of association.

 

“Poema Global Class A Share”

means a Class A ordinary share of Poema Global, par value $0.0001 per share.

 

“Poema Global Class B Share”

means a Class B ordinary share of Poema Global, par value $0.0001 per share.

 

“Poema Global IPO”

means the initial public offering of Poema Global, which was consummated on January 8, 2021.

 

“Poema Global Public Shareholders”

means all holders of the Public Shares.

 

“Poema Global Warrants”

means the Public Warrants and the Private Warrants.

 

“Private Warrants”

means the warrants sold to Sponsor in the private placement consummated concurrently with the Poema Global IPO, each entitling its holder to purchase one Poema Global Class A Share at an exercise price of $11.50 per share, subject to adjustment.

 

“PTW/ePTW”

means powered two-wheeler/electric-powered two-wheeler.

 

“Public Shares”

means all Poema Global Class A Shares issued in the Poema Global IPO.

 

“Public Warrants”

means the redeemable warrants issued in the Poema Global IPO, each entitling its holder to purchase one Poema Global Class A Share at an exercise price of $11.50 per share, subject to adjustment.

 

“Second Effective Time”

means the effective time of the Second Merger.

 

“Second Merger”

means the merger of Poema Global with and into Merger Sub II with Merger Sub II surviving as a wholly-owned subsidiary of Gogoro.

 

“Second Plan of Merger”

means the plan of merger for the Second Merger.

 

“Securities Act”

means the Securities Act of 1933, as amended.

 

“Sponsor”

means Poema Global Partners LLC.

 

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“Sponsor Earn-in Shares”

means 6,393,750 of the Gogoro Ordinary Shares held by the Sponsor immediately after the First Effective Time that shall become unvested and subject to forfeiture immediately after the First Effective Time.

 

“Share Subdivision”

means a share subdivision of each Gogoro Ordinary Share into such number of Gogoro Ordinary Shares calculated in accordance with the terms of the Merger Agreement, such that each Gogoro Ordinary Share will have a value of $10.00 per share after giving effect to such share subdivision. Unless otherwise indicated, this proxy statement/prospectus does not reflect the Share Subdivision.

 

“Subdivision Factor”

means a number resulting from dividing (i) $2,011,251,500 (being the value of Gogoro as adjusted by its cash and indebtedness as of June 30, 2021) by (ii) the product of (x) the Aggregate Fully Diluted Company Shares, and (y) 10.

 

“Subscription Agreements”

means the Initial Subscription Agreements and the Additional PIPE Subscription Agreements.

 

“Transactions”

means the transactions contemplated by the Merger Agreement and the Ancillary Documents.

 

“Units”

means the units issued in the Poema Global IPO, each consists of one Poema Global Class A Share and one-half of one Public Warrant.

 

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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND

THE EXTRAORDINARY GENERAL MEETING

The questions and answers below highlight only selected information set forth elsewhere in this proxy statement/prospectus and only briefly address some commonly asked questions about the extraordinary general meeting and the proposals to be presented at the extraordinary general meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that may be important to Poema Global shareholders. Poema Global shareholders are urged to carefully read this entire proxy statement/prospectus, including the annexes and the other documents referred to herein, to fully understand the proposed Business Combination and the voting procedures for the extraordinary general meeting.

Q: Why am I receiving this proxy statement/prospectus?

A: Poema Global and Gogoro have agreed to a business combination under the terms of the Merger Agreement that is described in this proxy statement/prospectus. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A and Poema Global encourages its shareholders to read it in its entirety. Poema Global’s shareholders are being asked to consider and vote upon a proposal to approve the Merger Agreement, which, among other things, provides for Merger Sub to be merged with and into Poema Global, with Poema Global as the Surviving Entity, and immediately thereafter and as part of the same overall transaction, the Surviving Entity merging with and into Merger Sub II, with Merger Sub II as the Surviving Company, which will become the parent/public company following the Business Combination, and the other Transactions contemplated by the Merger Agreement. See “Proposal One—The Business Combination Proposal.”

Q: Are there any other matters being presented to shareholders at the extraordinary general meeting?

A: In addition to voting on the Business Combination Proposal, the shareholders of Poema Global will vote on the following proposals:

 

   

To authorize the First Plan of Merger. See the section of this proxy statement/prospectus titled “Proposal Two—the Merger Proposal.”

 

   

To consider and vote upon a proposal to adjourn the extraordinary general meeting to a later date or dates, if necessary, to, among other things, permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting. See the section of this proxy statement/prospectus titled “Proposal Three—The Adjournment Proposal.”

Poema Global will hold the extraordinary general meeting of its shareholders to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the extraordinary general meeting. Shareholders should read it carefully.

The vote of shareholders is important. Regardless of how many shares you own, you are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.

Q: Why is Poema Global providing shareholders with the opportunity to vote on the Business Combination?

A: Pursuant to the Poema Global Articles, Poema Global is required to provide shareholders with an opportunity to have their Poema Global Ordinary Shares redeemed for cash, either through a shareholder meeting or tender offer. Due to the structure of the Transactions, Poema Global is providing this opportunity through a shareholder vote.

 

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Q: What will happen to Poema Global’s securities upon consummation of the Business Combination?

A: The Poema Global Class A Shares are currently listed on the Nasdaq Capital Market under the symbol “PPGH.” Poema Global’s securities will cease trading upon consummation of the Business Combination. Gogoro intends to apply for listing of the Gogoro Ordinary Shares on the Nasdaq Global Select Market under the proposed symbol “GGR,” to be effective upon the consummation of the Business Combination. While trading on the Nasdaq Global Select Market is expected to begin on the first business day following the consummation of the Business Combination, there can be no assurance that Gogoro’s securities will be listed on the Nasdaq Global Select Market or that a viable and active trading market will develop. See “Risk Factors— Risks Related to Ownership of the Gogoro Ordinary Shares” for more information.

Q: What equity stake will holders of Poema Global Class A Shares, Poema Global Class B Shares and Gogoro Ordinary Shares and the PIPE Investors have upon completion of the Business Combination?

A: The following table summarizes the unaudited pro forma Gogoro Ordinary Shares outstanding and the potential impact of redemptions on the pro forma book value per share of the Gogoro Ordinary Shares that will be outstanding immediately after the Closing, as of June 30, 2021, under three redemption scenarios:

 

     Assuming No
Redemption(5)
    Assuming 50%
Redemption(6)
    Assuming Maximum
Redemption(7)
 
     Class A
Ordinary
Shares
     Equity%     Class A
Ordinary
Shares
     Equity%     Class A
Ordinary
Shares
     Equity%  

Poema Global Public Shareholders

     34,500,000        12.6     17,250,000        6.8           

The Sponsor and Certain Poema Global Directors(1)

     8,625,000        3.2     8,625,000        3.4     8,625,000        3.6

Gogoro Shareholders(2)

     201,125,150        73.7     201,125,150        78.7     201,125,150        84.4

PIPE Investors(3)

     28,482,000        10.4     28,482,000        11.1     28,482,000        12.0

Total Gogoro shares Outstanding at Closing

     272,732,150        100     255,482,150        100     238,232,150        100

Total Pro Forma Equity Value Post-Redemptions(4)

   $ 619,275        $ 446,775        $ 274,275     

Pro Forma Book Value Post-Redemptions Per Gogoro Ordinary Share Outstanding

   $ 2.40        $ 1.85        $ 1.22     

 

(1)

Includes 6,393,750 Gogoro Ordinary Shares that shall become unvested and subject to forfeiture immediately after the First Effective Time (the “Sponsor Earn-in Shares”). For more details on the material terms of the Sponsor Earn-in Shares, see the section of this proxy statement/prospectus titled “Agreements Entered Into in Connection with the Business Combination—Sponsor Support Agreement.

(2)

Excludes 12,000,000 Gogoro Ordinary Shares that Gogoro may issue to persons who are Gogoro shareholders immediately prior to the First Effective Time but after the Recapitalization (the “Earnout Shares”). For more details on the material terms of the Earnout Shares, see the section of this proxy statement/prospectus titled “The Merger Agreement—Effects of Mergers on Securities of Gogoro, Poema Global, Merger Sub and Merger Sub II in the Business Combination—Earnout Shares.

(3)

Includes 750,000 Gogoro Ordinary Shares that certain affiliates of the Sponsor have agreed to subscribe at a price of $10.00 per share in connection with the PIPE Investment.

(4)

Represent the equity value of Gogoro as of June 30, 2021 under different scenarios.

(5)

Assumes no Poema Global Public Shareholder exercises redemption rights with respect to its Public Shares for a pro rata share of the funds in the Trust Account (the “No Redemption Scenario”).

 

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(6)

Assumes Poema Global Public Shareholders holding 17,250,000 Poema Global Class A Shares will exercise their redemption rights for approximately $173 million of funds in the Trust Account (the “50% Redemption Scenario”).

(7)

Assumes Poema Global Public Shareholders holding 34,500,000 Poema Global Class A Shares will exercise their redemption rights for approximately $345.1 million of funds in the Trust Account (the “Maximum Redemption Scenario”). Unless Gogoro elects to waive the $400,000,000 Minimum Available Cash Condition (as defined below), the Maximum Redemption Scenario cannot occur.

The above share amounts and ownership percentages have been calculated based on Gogoro Ordinary Shares that will be outstanding immediately after the Closing, assuming (i) each Gogoro Series C Preferred Share outstanding immediately prior to the First Effective Time will be repurchased by Gogoro for cash consideration in an amount equal to the initial subscription price for such Gogoro Series C Preferred Shares and each holder of a Gogoro Series C Preferred Share will, immediately upon receipt of such cash consideration, apply such amount to the subscription for one Gogoro Ordinary Share; and (ii) Gogoro shall effect the Share Subdivision to cause the value of the outstanding Gogoro Ordinary Share to equal $10.00 per share, after giving effect to the Share Subdivision. These share amounts and ownership percentages do not take into account all sources of dilution that Poema Global Public Shareholders who elect not to redeem their shares may experience, including:

 

   

The exercise of 26,650,000 Gogoro Warrants to be converted from 17,250,000 Public Warrants and 9,400,000 Private Warrants, which may be exercised at a price of $11.50 per Gogoro Ordinary Share (subject to adjustment), in accordance with their terms described elsewhere in this proxy statement/prospectus. For example, the issuance of additional Gogoro Ordinary Shares underlying all the Gogoro Warrants would reduce the ownership interest of non-redeeming Poema Global Shareholders in the combined company to 11.5% under the No Redemption Scenario and 6.1% under the 50% Redemption Scenario, and the issuance of additional Gogoro Ordinary Shares underlying the 9,400,000 Gogoro Warrants to be converted from the Private Warrants would reduce the ownership interest of non-redeeming Poema Global Shareholders in the combined company to 12.2% under the No Redemption Scenario and 6.5% under the 50% Redemption Scenario.

 

   

The issuance of 12,000,000 Earnout Shares, which would reduce the ownership interest of non-redeeming Poema Global Shareholders in the combined company to 12.1% under the No Redemption Scenario and 6.4% under the 50% Redemption Scenario.

 

   

The issuance of additional equity or equity-linked securities that Gogoro may issue from time to time in connection with financings, acquisitions, investments and Gogoro’s equity incentive plans. For a more detailed description, see “Risk FactorsRisks Related to Ownership of the Gogoro Ordinary SharesGogoro’s issuance of additional share capital in connection with financings, acquisitions, investments, Gogoro’s equity incentive plans or otherwise will dilute all other shareholders.”

 

   

In addition, underwriters of the Poema Global IPO are entitled to receive an aggregate of $12,750,000 deferred underwriting compensation when and if the Business Combination is completed, which would cause additional dilution to non-redeeming Poema Global Public Shareholders and render the effective underwriting fee for their shares to be 3.5% under the No Redemption Scenario and 7.0% under the 50% Redemption Scenario, on a percentage basis. Assuming the Minimum Available Cash Condition is waived, the amount of cash left in the Trust Account will not be sufficient to cover the deferred underwriting compensation under the Maximum Redemption Scenario.

Q: Why is Poema Global proposing the Business Combination?

A: Poema Global was incorporated to effect a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses or entities.

On January 8, 2021, Poema Global consummated the Poema Global IPO of 34,500,000 Units (inclusive of the exercise by the underwriters of the over-allotment in full) at an offering price of $10.00 per Unit, generating

 

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total gross proceeds of $345,000,000. Following the closing of the Poema Global IPO, an amount equal to $345,000,000 from the net proceeds of the sale of the Units in the Poema Global IPO and Private Warrants in a concurrent private placement was placed into a trust account (the “Trust Account”). Since the Poema Global IPO, Poema Global’s activity has been limited to the evaluation of business combination candidates.

Poema Global believes Gogoro is a company with an appealing market opportunity and growth profile, a strong position in its industry and a compelling valuation. As a result, Poema Global believes that the Business Combination will provide Poema Global shareholders with an opportunity to participate in the ownership of a company with significant growth potential. See the section titled “Proposal One—The Business Combination Proposal—Poema Global’s Board of Directors’ Reasons for the Business Combination and Recommendations.”

Q: Did Poema Global’s board of directors obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A: No. Poema Global’s board of directors did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. Accordingly, investors will be relying solely on the judgment of Poema Global’s board of directors, its management team and its advisors in valuing Gogoro and will be assuming the risk that Poema Global’s board of directors may not have properly valued the business. However, Poema Global’s officers and directors have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and have substantial experience with mergers and acquisitions. Furthermore, in analyzing the Business Combination, Poema Global’s board of directors conducted significant due diligence on Gogoro. Based on the foregoing, Poema Global’s board of directors concluded that its members’ collective experience and backgrounds, together with the experience and sector expertise of Poema Global’s advisors, enabled it to make the necessary analyses and determinations regarding the Business Combination, including that the Business Combination was fair from a financial perspective to its shareholders and that Gogoro’s fair market value was at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time the Merger Agreement was entered into with respect to the Business Combination. There can be no assurance, however, that Poema Global’s board of directors was correct in its assessment of the Business Combination. For a complete discussion of the factors utilized by Poema Global’s board of directors in approving the Business Combination, see the section titled “Proposal One—The Business Combination Proposal.”

Q: Do I have redemption rights?

A: Poema Global Public Shareholders, excluding the Sponsor and Poema Global’s officers and directors, have the right to demand that Poema Global redeem their Public Shares for a pro rata portion of the cash held in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination. We sometimes refer to these rights to demand redemption of the Public Shares as “redemption rights.”

Notwithstanding the foregoing, a Poema Global Public Shareholder, together with any affiliate of his or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to more than 15% of the Public Shares without Poema Global’s prior consent. Accordingly, a Poema Global Public Shareholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares.

Under the Poema Global Articles, the Business Combination may not be consummated if Poema Global has net tangible assets of less than $5,000,001 either immediately prior to or upon consummation of the Business Combination after taking into account the redemption for cash of all Public Shares properly demanded to be redeemed by holders of Public Shares.

 

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Q: How do I exercise my redemption rights?

A: A Poema Global Public Shareholder, except for the Sponsor and Poema Global’s officers and directors, may exercise redemption rights regardless of whether it votes for or against the Business Combination Proposal or does not vote on such proposal at all, or if it is a Poema Global Public Shareholder on the record date. If you are a Poema Global Public Shareholder and wish to exercise your redemption rights, you must demand that Poema Global convert your Public Shares into cash and deliver your share certificates (if any) and other redemption forms to Poema Global’s transfer agent electronically using The Depository Trust Company’s Deposit/Withdrawal at Custodian (“DWAC”) System no later than two (2) business days prior to the extraordinary general meeting. Any Poema Global Public Shareholder seeking redemption will be entitled to a full pro rata portion of the amount then in the Trust Account (which, for illustrative purposes, was $                , or $                 per share, as of the record date), less any owed but unpaid taxes on the funds in the Trust Account. Such amount will be paid promptly upon consummation of the Business Combination. There are currently no owed but unpaid income taxes on the funds in the Trust Account.

Any request for redemption, once made by a Poema Global Public Shareholder, may be withdrawn at any time prior to the time the vote is taken with respect to the Business Combination Proposal at the extraordinary general meeting. If you deliver your share certificates (if any) and other redemption forms to Poema Global’s transfer agent and later decide prior to the extraordinary general meeting not to elect redemption, you may request that Poema Global’s transfer agent return the shares (physically or electronically). You may make such request by contacting Poema Global’s transfer agent at the address listed at the end of this section.

Any written demand of redemption rights must be received by Poema Global’s transfer agent at least two (2) business days prior to the vote taken on the Business Combination Proposal at the extraordinary general meeting. No demand for redemption will be honored unless the holder’s share certificates (if any) and other redemption forms have been delivered (either physically or electronically) to the transfer agent.

Q: What are the U.S. federal income tax consequences to me if I exercise my redemption rights?

A: Poema Global Public Shareholder who is a U.S. Holder (as defined below) and who exercises its redemption rights will receive cash in exchange for the tendered shares, and either will be considered for U.S. federal income tax purposes to have made a sale or exchange of the tendered shares, or will be considered for U.S. federal income tax purposes to have received a distribution with respect to such shares that may be treated as: (i) dividend income, (ii) a nontaxable recovery of basis in its investment in the tendered shares, or (iii) gain (but not loss) as if the shares with respect to which the distribution was made had been sold. See the section titled “Taxation—Certain Material U.S. Federal Income Tax Considerations—U.S. Holders—U.S. Holders Exercising Redemption Rights with Respect to Poema Global Ordinary Shares.”

Q: What are the U.S. federal income tax consequences of the Business Combination to me?

A: The tax treatment of the Business Combination will depend on whether it qualifies as a “reorganization” within the meaning of Section 368(a) of the United States Internal Revenue Code of 1986, as amended (the “Code”). There are significant factual and legal uncertainties as to whether the Business Combination will qualify as a reorganization within the meaning of Section 368(a) of the Code. If any requirement for Section 368(a) of the Code is not met, then a U.S. Holder of Poema Global Ordinary Shares and/or Poema Global Warrants generally would recognize gain or loss in an amount equal to the difference, if any, between the fair market value of Gogoro Ordinary Shares and/or Gogoro Warrants received in the Business Combination, over such U.S. Holder’s aggregate tax basis in the corresponding Poema Global Ordinary Shares and/or Poema Global Warrants surrendered by such U.S. Holder in the Business Combination. For further detail, see “Taxation—Certain Material U.S. Federal Income Tax Considerations—U.S. Holders—The Business Combination—Tax Consequences of the Business Combination Under Section 368(a) of the Code.”

Even if the Business Combination otherwise qualifies as a “reorganization” within the meaning of Section 368(a) of the Code, U.S. Holders may be required to recognize gain (but not loss) on account of the

 

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application of the Passive Foreign Investment Company (“PFIC”) rules, as described in more detail below under “Taxation—Certain Material U.S. Federal Income Tax Considerations—U.S. Holders—The Business Combination—Application of the PFIC Rules to the Business Combination.”

U.S. Holders of Poema Global Ordinary Shares and/or Poema Global Warrants should consult their tax advisors to determine the tax consequences if the Business Combination does not qualify as a “reorganization” within the meaning of Section 368(a) of the Code and the application of the PFIC rules to their specific situation in connection with the Business Combination.

Q: Do I have appraisal rights if I object to the proposed Business Combination?

A: The Cayman Companies Act prescribes when shareholder appraisal rights will be available and sets the limitations on such rights. Where such rights are available, shareholders are entitled to receive fair value for their shares. However, regardless of whether such rights are or are not available, shareholders are still entitled to exercise the rights of redemption as set out herein, and the Poema Global board of directors has determined that the redemption proceeds payable to shareholders who exercise such redemption rights represents the fair value of those shares. Extracts of relevant sections of the Cayman Companies Act follow:

Holders of Poema Global Ordinary Shares have appraisal rights in connection with the Business Combination under the Cayman Companies Act. Poema Global Public Shareholders are entitled to give notice to Poema Global prior to the meeting that they wish to dissent to the Business Combination and to receive payment of fair market value for his, her or its Poema Global Ordinary Shares if they follow the procedures set out in the Cayman Companies Act.

In essence, that procedure is as follows: (i) the shareholder must give his written objection to the merger or consolidation to the constituent company before the vote on the merger or consolidation, including a statement that the shareholder proposes to demand payment for his shares if the merger or consolidation is authorized by the vote; (ii) within 20 days following the date on which the merger or consolidation is approved by the shareholders, the constituent company must give written notice to each shareholder who made a written objection; (iii) a shareholder must within 20 days following receipt of such notice from the constituent company, give the constituent company a written notice of his intention to dissent, including, among other details, a demand for payment of the fair value of his shares; (iv) within seven days following the date of the expiration of the period set out in (ii) above or seven days following the date on which the plan of merger or consolidation is filed, whichever is later, the constituent company, the surviving company or the consolidated company must make a written offer to each dissenting shareholder to purchase his, her or its shares at a price that the company determines is the fair value and if the company and the shareholder agree the price within 30 days following the date on which the offer was made, the company must pay the shareholder such amount; and (v) if the company and the shareholder fail to agree on a price within such 30 day period, within 20 days following the date on which such 30 day period expires, the company (and any dissenting shareholder) must file a petition with the Cayman Islands courts to determine the fair value and such petition must be accompanied by a list of the names and addresses of the dissenting shareholders with whom agreements as to the fair value of their shares have not been reached by the company. At the hearing of that petition, the court has the power to determine the fair value of the shares together with a fair rate of interest, if any, to be paid by the company upon the amount determined to be the fair value. Any dissenting shareholder whose name appears on the list filed by the company may participate fully in all proceedings until the determination of fair value is reached.

Poema Global Public Shareholders who elect to exercise appraisal rights will lose their right to exercise their redemption rights as described herein.

Q: What happens to the funds deposited in the Trust Account after consummation of the Business Combination?

A: The net proceeds of the Poema Global IPO, together with a portion of the proceeds from the sale of the warrants in a private placement to the Sponsor, equal in the aggregate to $345,000,000, was placed in the Trust

 

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Account immediately following the Poema Global IPO. After consummation of the Business Combination, the funds in the Trust Account will be used to pay, on a pro rata basis, Poema Global Public Shareholders who exercise redemption rights and to pay fees and expenses incurred in connection with the Business Combination (including aggregate fees of approximately $12 million to the underwriter of the Poema Global IPO as deferred underwriting commissions). Any remaining cash will be used for Gogoro’s working capital and general corporate purposes.

Q: What happens if a substantial number of public shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

A: Poema Global Public Shareholders may vote in favor of the Business Combination and still exercise their redemption rights, although they are not required to vote in any way to exercise such redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Poema Global Public Shareholders are substantially reduced as a result of redemptions by Poema Global Public Shareholders. To the extent that there are fewer public shares and public shareholders, the trading market for the Gogoro Ordinary Shares may be less liquid than the market was for the Poema Global Class A Shares prior to the Transactions, and Gogoro may not be able to meet the listing standards of a national securities exchange. In addition, to the extent of any redemptions, fewer funds from the Trust Account would be available to Gogoro to be used in its business following the consummation of the Business Combination.

Q: What happens if the Business Combination is not consummated?

A: If Poema Global does not complete the Business Combination with Gogoro for whatever reason, Poema Global would search for another target business with which to complete a business combination. If Poema Global does not complete the Business Combination with Gogoro or another business combination by January 8, 2023 (or such later date as may be approved by Poema Global’s shareholders in an amendment to the Poema Global Articles), Poema Global must redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to an amount then held in the Trust Account (net of taxes payable and less up to $100,000 of interest to pay dissolution expenses) divided by the number of outstanding Public Shares. The Sponsor and Poema Global’s officers and directors have waived their redemption rights with respect to their Poema Global Class B Shares in the event a business combination is not effected in the required time period, and, accordingly, their Poema Global Class B Shares will be worthless. The Sponsor and Poema Global’s officers and directors did not receive any consideration for their waiver of redemption rights.

Q: How do the Sponsor and the officers and directors of Poema Global intend to vote on the proposals?

A: The Sponsor, as well as Poema Global’s officers and directors, beneficially own and are entitled to vote an aggregate of approximately 20.0% of the outstanding Poema Global Ordinary Shares. These holders have agreed to vote their shares in favor of the Business Combination Proposal. These holders have also indicated that they intend to vote their shares in favor of all other proposals being presented at the extraordinary general meeting. Assuming all issued and outstanding Poema Global Ordinary Shares are voted, in addition to the Poema Global Ordinary Shares held by the Sponsor and Poema Global’s officers and directors, Poema Global would need 12,937,501 Public Shares, or approximately 37.5%, of the 34,500,000 Public Shares to be voted in favor of the Business Combination Proposal in order to have the Business Combination Proposal approved and 20,125,001, or approximately 58.3%, of the 34,500,000 Public Shares to be voted in favor of the First Plan of Merger in order to have the First Plan of Merger approved. The Sponsor and officers and directors of Poema Global have also agreed, prior to the Poema Global IPO, to waive their redemption rights. The Sponsor and these officers and directors did not receive any consideration for their waiver of redemption rights.

 

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Q: What interests do the Sponsor and the current officers and directors of Poema Global have in the Business Combination?

A: In considering the recommendation of Poema Global’s board of directors to vote in favor of the Business Combination, shareholders should be aware that, aside from their interests as shareholders, the Sponsor and certain of Poema Global’s directors and officers have interests in the Business Combination that are different from, or in addition to, those of other shareholders generally. Poema Global’s directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, in recommending to shareholders that they approve the Business Combination and in agreeing to vote their shares in favor of the Business Combination. However, these interests may have influenced the decision of Poema Global’s board of directors to approve the Business Combination and could incentivize Poema Global’s officers and directors to complete a business combination with a less favorable target company or on terms less favorable to Poema Global Public Shareholders rather than liquidate. Shareholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things, the fact that:

 

   

Immediately following the consummation of the Business Combination, the Sponsor and its affiliates are expected to hold an aggregate of 18,675,000 Gogoro Ordinary Shares on an as-converted basis, consisting of (i) 8,525,000 Gogoro Ordinary Shares to be converted from Poema Global Class B Shares held by the Sponsor, including 6,393,750 Sponsor Earn-in Shares, (ii) 750,000 Gogoro Ordinary Shares that certain affiliates of the Sponsor have agreed to subscribe at a price of $10.00 per share in connection with the PIPE Investment, and (iii) 9,400,000 Gogoro Ordinary Shares underlying the Gogoro Warrants to be converted from the Private Warrants at the First Effective Time, each entitling the Sponsor to purchase one Gogoro Ordinary Share at a price of $11.50 per share 30 days after the Closing, which in the aggregate would represent 6.6%, 7.1% and 7.6% ownership interest in the combined company under the No Redemption Scenario, the 50% Redemption Scenario and the Maximum Redemption Scenario, respectively, on an as converted basis, assuming no additional equity securities are issued and no additional equity-linked securities are converted.

Subject to the terms and conditions contemplated by the Sponsor Support Agreement and up until the sixth anniversary of the Closing Date, (i) one-third of the Sponsor Earn-In Shares shall vest if the volume-weighted average price of the Gogoro Ordinary Shares over any 20 trading days within any 30 trading day period is greater than or equal to $15.00 (the “Minimum Target”); (ii) an additional one-third of the Sponsor Earn-In Shares shall vest if the volume-weighted average price of the Gogoro Ordinary Shares over any 20 trading days within any 30 trading day period is greater than or equal to $17.50 (the “Middle Target”); (iii) the remainder of the Sponsor Earn-In Shares shall vest if the volume-weighted average price of the Gogoro Ordinary Shares over any 20 trading days within any 30 trading day period is greater than or equal to $20.00 (the “Maximum Target”); and (iv) upon the occurrence of an Acceleration Event (as defined below), all the Sponsor Earn-In Shares that have not previously vested shall vest, provided, however, that in the case of an Acceleration Event that is a Change of Control (as defined below), (x) none of Sponsor Earn-In Shares shall vest if the Minimum Target has not been achieved, (y) only one-third of the Sponsor Earn-In Shares (including those vested before the Change of Control) shall vest if the Middle Target has not been achieved, and (z) only two-thirds of the Sponsor Earn-In Shares (including those vested before the Change of Control) shall vest if the Maximum Target has not been achieved. In each case, the determinations of such consideration and value shall be determined in good faith by the disinterested members of the Board. After the sixth anniversary of the Closing Date, any unvested Sponsor Earn-in Shares shall be forfeited by Sponsor to Gogoro for no consideration.

 

   

If the Business Combination or another business combination is not consummated by January 8, 2023 (or such later date as may be approved by Poema Global’s shareholders in an amendment to the Poema Global Articles), Poema Global will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Public Shares for cash and, subject to the approval of its remaining shareholders and Poema Global’s board of directors, liquidating and dissolving. In such event, the 8,625,000 Poema Global Class B Shares held by the Sponsor and certain of Poema Global’s directors,

 

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which were acquired prior to the Poema Global IPO for an aggregate purchase price of $25,000, and the 9,400,000 Private Warrants held by the Sponsor, which were acquired concurrently with the Poema Global IPO for an aggregate purchase price of $9.4 million, would be worthless because the holders of Poema Global Class B Shares are not entitled to participate in any redemption or liquidating distribution with respect to these shares and the Private Warrants will not be exercisable. On the other hand, if the Business Combination is consummated, each outstanding Poema Global Ordinary Share will be converted into one Gogoro Ordinary Share, subject to adjustment described herein, and each Poema Global Warrant will be converted into a Gogoro Warrant. Based on the average of the high ($            ) and low ($            ) prices for Poema Global Class A Shares on Nasdaq on                      , 2022, the value of the Poema Global Class B Shares, the Sponsor Earn-In Shares and the Gogoro Ordinary Shares that certain affiliates of the Sponsor have agreed to subscribe in connection with the PIPE Investment would be $            , $             and $            , respectively. Based on the average of the high ($            ) and low ($            ) prices for the Public Warrants on Nasdaq on                      , 2022, the value of the Private Warrants would be $            .

Given (i) the differential in the purchase price that the Sponsor and certain of Poema Global’s directors paid for the Poema Global Class B Shares as compared to the price of the Poema Global Class A Shares, (ii) the differential in the purchase price that the Sponsor paid for the Private Warrants as compared to the price of the Public Warrants, and (iii) the substantial number of Gogoro Ordinary Shares that the Sponsor and these directors will receive upon conversion of the Poema Global Class B Shares and/or Private Warrants, the Sponsor and these directors can earn a positive return on their investment, even if Poema Global Public Shareholders have a negative return on their investment.

 

   

If Poema Global is unable to complete a business combination within the required time period, the Sponsor will be liable under certain circumstances described herein to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Poema Global for services rendered or contracted for or for products sold to Poema Global. If Poema Global consummates a business combination, on the other hand, Poema Global or the combined company will be liable for all such claims.

 

   

The Sponsor and Poema Global’s officers and directors and their affiliates are entitled to reimbursement of out-of-pocket fees and expenses incurred by them in connection with certain activities on Poema Global’s behalf, such as identifying and investigating possible business targets and business combinations. However, if Poema Global fails to consummate a business combination within the required period, they will not have any claim against the Trust Account for reimbursement. Accordingly, Poema Global may not be able to reimburse these fees and expenses if the Business Combination or another business combination is not completed by January 8, 2023 (or such later date as may be approved by Poema Global’s shareholders in an amendment to the Poema Global Articles). As of the date of this proxy statement/prospectus, the Sponsor and Poema Global’s officers and directors and their affiliates had incurred approximately $                  of unpaid reimbursable fees and expenses.

 

   

The Merger Agreement provides for the continued indemnification of Poema Global’s current directors and officers and the continuation of directors and officers liability insurance covering Poema Global’s current directors and officers.

 

   

Poema Global’s Sponsor, affiliates of the Sponsor, officers and directors may make loans from time to time to Poema Global to fund certain capital requirements. On September 30, 2020, the Sponsor agreed to loan Poema Global an aggregate of up to $300,000 to cover expenses related to the Poema Global IPO pursuant to a promissory note that was repaid in full on February 8, 2021. No additional loan has been made as of the date of this proxy statement/prospectus. If the Business Combination is not consummated, any additional loan of this nature will not be repaid and will be forgiven except to the extent there are funds available to Poema Global outside of the Trust Account.

 

   

Homer Sun, the Chief Executive Officer and Director of Poema Global and a managing member of the Sponsor, will be a member of the board of directors of Gogoro following the closing of the Business

 

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Combination and, therefore, in the future Mr. Sun could receive cash fees, share options or share-based awards that Gogoro’s board of directors determines to pay to its non-executive directors.

Q: When do you expect the Business Combination to be completed?

A: It is currently anticipated that the Business Combination will be consummated promptly following the Poema Global extraordinary general meeting, which is set for                 , 2022; however, such meeting could be adjourned or postponed to a later date, as described above. The Closing is also subject to other customary closing conditions. For a description of the conditions for the completion of the Business Combination, see the section titled “The Merger Agreement.”

Q: What do I need to do now?

A: Poema Global urges you to carefully read and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a shareholder of Poema Global. Shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

Q: When and where will the extraordinary general meeting take place?

A: The extraordinary general meeting will be held on                 , 2022, at                  a.m., Eastern Time, at                  and over the Internet by means of a live audio webcast. You may attend the extraordinary general meeting webcast by accessing the web portal located at https://www.cstproxy.com/poemaglobal/2022 and following the instructions set forth below. Shareholders participating in the extraordinary general meeting virtually will be able to listen only and will not be able to speak during the webcast. However, in order to maintain the interactive nature of the extraordinary general meeting, virtual attendees will be able to:

 

   

vote via the web portal during the extraordinary general meeting webcast; and

 

   

submit questions or comments to Poema Global’s directors and officers during the extraordinary general meeting.

Shareholders may submit questions or comments during the meeting through the extraordinary general meeting webcast by typing in the “Submit a question” box. Please note that questions will only be answered after the extraordinary general meeting and will be sent to you via the email you provided when registering for the extraordinary general meeting.

Q: How do I attend the extraordinary general meeting?

A: Due to health concerns stemming from the COVID-19 pandemic and to support the health and well-being of Poema Global’s shareholders, you are encouraged to attend the extraordinary general meeting virtually. To register for and attend the extraordinary general meeting virtually, please follow these instructions as applicable to the nature of your ownership of Poema Global Ordinary Shares:

 

   

Shares Held of Record. If you are a record holder, and you wish to attend the extraordinary general meeting virtually, you may attend in person at                  or go to https://www.cstproxy.com/poemaglobal/2022, enter the control number you received on your proxy card or notice of the meeting and click on the “Click here to register for the online meeting” link at the top of the page. Immediately prior to the start of the extraordinary general meeting, you will need to log back into the meeting site using your control number.

 

   

Shares Held in Street Name. If you hold your shares in “street” name, which means your shares are held of record by a broker, bank or nominee, and you who wish to attend the extraordinary general meeting, you must obtain a legal proxy from the shareholder of record and e-mail a copy (a legible

 

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photograph is sufficient) of your proxy to proxy@continentalstock.com no later than 72 hours prior to the extraordinary general meeting. Holders should contact their bank, broker or other nominee for instructions regarding obtaining a proxy. Holders who e-mail a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the extraordinary general meeting. You will receive an e-mail prior to the meeting with a link and instructions for entering the extraordinary general meeting. “Street” name holders should contact Continental Stock Transfer & Trust Company (“Continental”) on or before                 , 2022.

Shareholders will also have the option to listen to the extraordinary general meeting by telephone by calling:

 

   

Within the U.S. and Canada: (                )                (toll-free)

 

   

Outside of the U.S. and Canada: (                )                (standard rates apply)

The passcode for telephone access:                 #. You will not be able to vote or submit questions unless you register for and log in to the extraordinary general meeting webcast as described above.

Q: How do I vote?

A: If you are a holder of record of Poema Global Ordinary Shares on the record date, you may vote by attending the extraordinary general meeting in person, or by virtually attending the extraordinary general meeting and submitting a ballot via the extraordinary general meeting webcast or by submitting a proxy for the extraordinary general meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly voted and counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the extraordinary general meeting in person or attend the extraordinary general meeting virtually and vote through the web portal, obtain a legal proxy from your broker, bank or nominee.

Q: If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A: Your broker, bank or nominee can vote your shares without receiving your instructions on “routine” proposals only. Your broker, bank or nominee cannot vote your shares with respect to “non-routine” proposals unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee.

The Business Combination Proposal, the approval of the First Plan of Merger, and the Adjournment Proposal are non-routine proposals. Accordingly, your broker, bank or nominee may not vote your shares with respect to these proposals unless you provide voting instructions.

Q: May I change my vote after I have mailed my signed proxy card?

A: Yes. Shareholders of record may send a later-dated, signed proxy card to Poema Global’s transfer agent at the address set forth below so that it is received prior to the vote at the extraordinary general meeting, attending the extraordinary general meeting in person, or virtually attend the extraordinary general meeting and submit a ballot through the web portal during the extraordinary general meeting webcast. Shareholders of record also may revoke their proxy by sending a notice of revocation to Poema Global’s transfer agent, which must be received prior to the vote at the extraordinary general meeting. If you hold your shares in “street name,” you should contact your broker, bank or nominee to change your instructions on how to vote. If you hold your shares in “street name” and wish to attend the extraordinary general meeting in person or attend the extraordinary general meeting virtually and vote through the web portal, you must obtain a legal proxy from your broker, bank or nominee.

 

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Q: What constitutes a quorum for the extraordinary general meeting?

A: A quorum is the minimum number of Poema Global Ordinary Shares that must be present to hold a valid meeting. A quorum will be present at the Poema Global extraordinary general meeting if a majority of the voting power of the issued and outstanding Poema Global Ordinary Shares entitled to vote at the extraordinary general meeting are represented at the extraordinary general meeting or by proxy. Abstentions and broker non-votes will count as present for the purposes of establishing a quorum. The Poema Global Class A Shares and the Poema Global Class B Shares are entitled to vote together as a single class on all matters to be considered at the extraordinary general meeting.

Q: What shareholder vote thresholds are required for the approval of each proposal brought before the extraordinary general meeting?

 

   

Business Combination Proposal—The approval of the Business Combination Proposal will require an ordinary resolution under Cayman Companies Act, being the affirmative vote of the holders of a majority of Poema Global Ordinary Shares who, being present and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. The Transactions will not be consummated if Poema Global has less than $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) either immediately prior to or upon consummation of the Transactions.

 

   

Merger Proposal—The approval of the First Plan of Merger will require a special resolution under Cayman Companies Act, being the affirmative vote of the holders of at least two thirds of the Poema Global Ordinary Shares who, being present and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

 

   

Adjournment Proposal—The approval of the Adjournment Proposal will require an ordinary resolution under Cayman Companies Act, being the affirmative vote of the holders of a majority of the Poema Global Ordinary Shares who, being present and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

Brokers are not entitled to vote on the Business Combination Proposal or the First Plan of Merger absent voting instructions from the beneficial holder. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal.

Q: What happens if I fail to take any action with respect to the extraordinary general meeting?

A: If you fail to take any action with respect to the meeting and the Business Combination is approved by the Poema Global shareholders and consummated, you will become a shareholder of Gogoro.

If you fail to take any action with respect to the extraordinary general meeting and the Business Combination is not approved, you will continue to be a shareholder of Poema Global, as applicable, and Poema Global will continue to search for another target business with which to complete an initial business combination. If Poema Global does not complete an initial business combination by January 8, 2023 (or such later date as may be approved by Poema Global’s shareholders in an amendment to the Poema Global Articles), Poema Global must cease all operations except for the purpose of winding up, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to an amount then held in the Trust Account (net of taxes payable and less up to $100,000 of interest to pay dissolution expenses), and as promptly as reasonably possible following such redemption, subject to the approval of Poema Global’s remaining shareholders and its board of directors, liquidate and dissolve.

Q: What should I do with my share certificates?

A: Shareholders who do not elect to have their Poema Global Ordinary Shares redeemed for a pro rata share of the Trust Account should wait for instructions from Poema Global’s transfer agent regarding what to do with

 

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their certificates. Poema Global shareholders who exercise their redemption rights must deliver their share certificates (if any) and other redemption forms to Poema Global’s transfer agent (either physically or electronically) no later than two (2) business days prior to the extraordinary general meeting as described above.

Q: What should I do if I receive more than one set of voting materials?

A: Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your Poema Global Ordinary Shares.

Q: Who can help answer my questions?

A: If you have questions about the Business Combination or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card, you should contact the proxy solicitor at                 .

Morrow Sodali LLC

333 Ludlow Street, 5th Floor, South Tower

Stamford, CT 069 02

Telephone: (800) 662 -5200

(Banks and brokers can call: (203) 658-9400)

Email: PPGH.info@investor.morrowsodali.com

You may also obtain additional information about Poema Global from documents filed with the SEC by following the instructions in the section titled “Where You Can Find More Information.” If you are a Poema Global Public Shareholder and you intend to seek redemption of your shares, you will need to deliver your share certificates (if any) and other redemption documents (either physically or electronically) to Poema Global’s transfer agent at the address below at least two (2) business days prior to the vote at the extraordinary general meeting. If you have questions regarding the certification of your position or delivery of your share certificates and redemption forms, please contact:

Continental Stock Transfer & Trust Company

Continental Stock Transfer & Trust Company

1 State Street—30th Floor

New York New York 10004

Attn: Mark Zimkind

Email: mzimkind@continentalstock.com

 

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SUMMARY

This summary highlights selected information from this proxy statement/prospectus. It may not contain all of the information that is important to you. You should carefully read the entire proxy statement/prospectus and the other documents referred to in this proxy statement/prospectus, including the annexes, to fully understand the Merger Agreement, the Business Combination and the other matters being considered at the extraordinary general meeting of the Poema Global shareholders. For additional information, see “Where You Can Find More Information” beginning on page 279. Each item in this summary refers to the page of this proxy statement/prospectus on which that subject is discussed in more detail.

The Parties to the Business Combination

Gogoro Inc.

Gogoro Inc., a Cayman Islands exempted holding company, together as a group with its subsidiaries and Operating Subsidiaries is an innovation company with a mission to accelerate the shift to sustainable urban life by eliminating the barriers to electric fuel adoption to bring smart and swappable electric power within reach of every urban rider in the world. Gogoro was incorporated as a Cayman Islands exempted company on April 27, 2011. Nowadays, Gogoro is enabling end customers on its network to refuel their electric-powered two-wheelers in seconds at our over 2,100 battery swapping locations in Taiwan. This network has delivered over 200,000,000 battery swaps and manages over 300,000 swaps a day as of November 30, 2021. The systems have been refined and proven with over 4,000,000,000 kilometers ridden by over 400,000 subscribers as of November 30, 2021.

Gogoro’s battery swapping technology compromises an interoperable platform that seamlessly integrates a comprehensive ecosystem of hardware, software, and services, which consists of Gogoro Smart Batteries, Gogoro Battery Swapping Stations (“GoStation”), Gogoro Network Software & Battery Management Systems, Smartscooter and related components and kits.

When Gogoro began the development of its first-of-their-kind Smart Batteries and Smartscooters in Taiwan there were no suitable manufacturing technologies or supplier solutions available. So, Gogoro built its first Smart Factory, invented its own vertically integrated systems, and helped accelerate the technology shift within its supply chain. Gogoro has invested in its proprietary production methods and developed best practices combining advancements from premium automotive, consumer electronics, material science, and software. The innovation Gogoro has developed in the process has provided Gogoro with a strong competitive advantage by allowing it to deliver the most technically advanced ePTWs at near cost-parity to comparable traditional internal combustion engine (“ICE”) powered two-wheelers (“PTWs”).

In 2021, Gogoro announced the signing of a memorandum of understanding (“MOU”) to form a strategic technology and manufacturing partnership with Foxconn, one of the world’s premier leaders in precision electronics, technical component manufacturing and modular EV system development. This alliance provides Gogoro an unprecedented advantage in driving the further acceleration and expansion of the ePTW industry combining Gogoro’s best-in-class ePTW technology and IP with their Tier 1, modularized production platform and capabilities. Today, Gogoro also has engaged partners with several of the largest PTW producers in the world including Hero, Yamaha, Yadea, and DCJ, among others. Each has dominant ePTW manufacturing capacity, deep supply chain and regulatory compliance management in their regions and globally. Gogoro’s engagements are designed to accelerate their transition to ePTW manufacturing and specifically to battery swapping technology.

Gogoro generates two inter-linked revenue streams: (i) an initial enabling hardware sale followed by (ii) a recurring revenue from Swap & Go subscriptions to the battery swapping network. Enabling hardware entails the

 

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sale of an ePTW directly from Gogoro or Powered by Gogoro Network (“PBGN”) OEM partners to an end-customer “batteries-not-included.” The end-customer then subscribes to the Gogoro Network battery swapping service for ongoing access to battery swapping at a set monthly or per-swap fee based on the energy consumed. Gogoro’s business model has demonstrated ~100% attach rates for Gogoro Network subscription revenue for every annual cohort of ePTWs sold since inception in our home market of Taiwan. Gogoro believes the stickiness of Swap & Go subscription revenue accumulated over the life of every battery in the system represents a compelling differentiation of its business model.

During the past decade in Taiwan, Gogoro has built its owned battery swapping network to establish the Gogoro battery swapping ecosystem and catalyze the marketplace. In just over six years, ePTWs have grown to 10% of all PTWs. Since Gogoro launched its first ePTW in 2015, virtually 100% of all PTWs in Taiwan were ICE PTWs at that time. As of June 30, 2021, approximately 97% of electric two-wheeler sales have been delivered from Gogoro and its PBGN OEM partners. As Gogoro continues to expand and add additional OEM partners beyond Taiwan, Gogoro will rely significantly on its strong and strategic OEM partnerships with their global footprint, manufacturing agility, supply chain, and logistics capabilities. This will allow Gogoro to support its regional partners with greater speed and cost efficiency while further extending its brand’s reach. Gogoro believes that its proven battery swapping platform, enabling technologies and strong OEM partnerships will drive rapid and sustained growth opportunities into global markets in the future.

Since Gogoro’s inception in 2011, it has been engaged in developing and marketing its ePTW, battery swapping network, subscriptions, and other offerings, raising capital, and recruiting personnel. Gogoro has incurred net operating losses and net cash outflows from operations in every year since its inception. As of June 30, 2021, Gogoro had an accumulated deficit of $89.06 million. Gogoro has funded its operations primarily with proceeds from revenues generated from the sales of electric scooters and battery-swapping services, borrowings under its loan facilities, and private placements of its preferred and common shares.

Gogoro is a Cayman Islands exempted holding company with operations conducted through subsidiaries. Gogoro’s operations in mainland China are limited to the following:

 

  (i)

Gogoro’s Taiwanese subsidiary sells products in mainland China;

 

  (ii)

in November 2020, Gogoro Network Pte. Ltd. which is incorporated in Singapore, entered into a Capital Increase Agreement with Yadea and DCJ, which is governed by PRC law. Among other things, the Capital Increase Agreement provides that Gogoro will sell battery packs and battery swapping stations to a joint venture (which Gogoro has not invested any funds in) and Gogoro will receive a licensing fee for use of Gogoro’s SaaS platform. Gogoro does not hold any equity interest in Yadea or DCJ or any other entity incorporated in the PRC;

 

  (iii)

Gogoro’s Taiwan subsidiaries have entered into a service agreement with the joint venture mentioned in (ii) above under which Gogoro’s Taiwan subsidiaries provide consulting services to the joint venture in exchange for a consulting fee; and

 

  (iv)

Gogoro Network Pte. Ltd. receives a licensing fee associated with its SAAS platform from the joint venture mentioned in (ii) above.

In addition, Gogoro currently has two subsidiaries in the PRC that are inactive. Although Gogoro sells its products in mainland China, Gogoro believes that it is currently not required to obtain any permission or approval from the China Securities Regulatory Commission (“CSRC”), the Cyberspace Administration of China (“CAC”) or any other PRC governmental authority to operate its business or to list its securities on a U.S. securities exchange or issue securities to foreign investors other than standard company registration with the competent State Administration for Market Regulation and other business items that require governmental approval, such as construction permit and Internet Content Provider (“ICP”) approval and Gogoro has not been denied approval for any of its subsidiaries operations from any government entities.

Additionally, Gogoro is not currently aware of any requirement to obtain approvals to offer securities to foreign investors by authorities of other countries. However, there is no guarantee that this will continue to be the case in the

 

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future in relation to the listing or continued listing of Gogoro’s securities on a U.S. securities exchange, or even in the event such permission or approval is required and obtained, it will not be subsequently revoked or rescinded.

The mailing address of Gogoro’s principal executive office is 11F, Building C, No. 225, Section 2, Chang’an E. Rd., SongShan District, Taipei City 105, Taiwan, and its telephone number is +886 3 273 0900.

Poema Global Holdings Corp.

Poema Global was incorporated for the purpose of effectuating a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses. Poema Global was incorporated as a Cayman Islands exempted company on September 25, 2020.

Poema Global’s search for business combination targets is focused on rapidly growing, highly scalable companies with attractive unit economics in the technology sector that can benefit from the expertise and capabilities of our management team in order to create long-term shareholder value.

Poema Global is affiliated with Princeville Capital, a highly active global growth-stage investment firm that has a global investment team with presence across Europe, Asia and the U.S. and access to a network of technology entrepreneurs and executives built up by the team over the past 20 years. Poema Global believes that it can realize a strong benefit from being able to access Princeville Capital’s global sourcing network, proprietary pipeline of opportunities, and investment and back office teams.

Poema Global’s management team is particularly well-positioned to take advantage of the investment opportunities in private companies emerging in global technology sectors. Its management team has a long track record in investing and operating growth-stage companies as well as sourcing, structuring and executing highly complex mergers and buyouts. In addition, through affiliation with Princeville Capital, Poema Global’s management team will be supported by Princeville Capital’s investment team and the broader Princeville Capital organization, benefitting from an accumulated deep global expertise and relationships built upon decades of investing, operating, capital markets advisory and consulting roles in the technology sector globally, with both public and private companies. Poema Global’s management’s expertise is further augmented by the extensive experience and network of relationships of its independent directors.

The mailing address of Poema Global’s principal executive office is 101 Natoma St., 2F, San Francisco, CA 94105, and its telephone number is 415 432 8880.

Merger Sub

Starship Merger Sub I Limited (“Merger Sub”) is a newly formed Cayman Islands exempted company and a wholly owned subsidiary of Gogoro. Merger Sub was formed solely for the purpose of effecting the Transactions and has not carried on any activities other than those in connection with the Transactions. The address and telephone number for Merger Sub’s principal executive offices are the same as those for Gogoro.

Merger Sub II

Starship Merger Sub II Limited (“Merger Sub II”) is a newly formed Cayman Islands exempted company and a wholly owned subsidiary of Gogoro. Merger Sub II was formed solely for the purpose of effecting the Transactions and has not carried on any activities other than those in connection with the Transactions. The address and telephone number for Merger Sub II’s principal executive offices are the same as those for Gogoro.

 

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Organizational Structure

The following diagram depicts Gogoro’s corporate structure following the Business Combination (as defined below). As of the date of this proxy statement/prospectus, the shares of each of Gogoro’s subsidiaries are 100% owned by the respective entity displayed immediately above that subsidiary. Currently, Gogoro’s corporate structure contains no variable interest entities.

 

LOGO

Below is a description of our operating entities:

 

   

Gogoro Taiwan Limited (Taiwan)—Manufacturing company which generates revenues from the sales of scooter parts, core components, development kits, GoStation equipment and battery packs to its partners globally and also provides consulting services

 

   

Gogoro Network, Taiwan Branch (Taiwan)—Provides battery swap services in Taiwan, with revenue generated from swap subscription fees paid by end customers.

 

   

Gogoro Network Pte. Ltd. (Singapore)—Licensor of SaaS and provider of battery swap services outside of Taiwan, with revenues generated from licensing of SaaS and battery swap services

 

   

Gogoro Taiwan Sales and Services Limited (Taiwan)—Sales company in Taiwan, with revenues generated from sales of scooters to local end customers

 

   

GoShare Taiwan Limited (Taiwan)—Provides scooter sharing services to local end customers in Taiwan

Dividends and Other Distributions

Within the organization, investor cash inflows have all been received by Gogoro Inc., the parent Cayman entity. Cash to fund Gogoro’s operations is transferred from: (i) the Cayman parent to its operating companies through capital contributions; and (ii) operating companies to other operating companies through capital contributions.

 

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As a holding company, Gogoro Inc. may rely on dividends and other distributions on equity paid by its subsidiaries for its cash and financing requirements. If any of Gogoro’s subsidiaries incur debt on its own behalf in the future, the instruments governing such debt may restrict their ability to pay dividends to Gogoro Inc. As of the date of this proxy statement/prospectus, other than dividends paid to the shareholder of redeemable preferred shares by Gogoro Inc., neither Gogoro Inc. nor any of its subsidiaries have ever paid dividends or made distributions. Gogoro Inc. paid out an aggregate amount of $6,979,000 and $1,215,000 as dividends to shareholders of redeemable preferred shares for the year ended December 31, 2021 and December 31, 2020, respectively.

Gogoro expects a net loss in fiscal year 2021 and does not expect to distribute earnings in the near future. Going forward, Gogoro intends to continue to invest profit generated from its business operations to invest in new markets or business lines.

As of June 30, 2021, the following cash transfers have been made from the holding company Gogoro Inc. to its subsidiaries:

 

   

In 2019, Gogoro Inc. made a $115 million capital contribution to Gogoro Network and Gogoro Network subsequently made a $115 million capital contribution to Gogoro Network, Taiwan Branch to support business operations in Taiwan.

 

   

In 2019, Gogoro Inc. made a $7 million capital contribution to GoShare Pte. Ltd. (“GoShare”) to set up GoShare’s local operating entity, GoShare Taiwan Limited to support business operations in Taiwan.

 

   

In 2020, Gogoro Inc. made a $20 million capital contribution to Gogoro Taiwan Limited to support business operations in Taiwan.

Gogoro’s subsidiaries transfer cash to each other through daily operations, including working capital and loans between companies. There are no restrictions on the transfer of cash within the Gogoro group.

Gogoro’s subsidiaries have not made any dividend distributions to the holding company Gogoro Inc. Other than dividends paid to shareholders of redeemable preferred shares by Gogoro Inc., Gogoro Inc. has not made any dividend distribution to its U.S. or non-U.S. shareholders.

RMB is not freely convertible into other currencies. As result, any restriction on currency exchange may limit the ability of Gogoro’s PRC subsidiaries to use their potential future RMB revenues to pay dividends to Gogoro Inc. The PRC government imposes controls on the convertibility of RMB into foreign currencies and, in certain cases, the remittance of currency out of mainland China. Shortages in availability of foreign currency may then restrict the ability of our PRC subsidiaries to remit sufficient foreign currency to our offshore entities for our offshore entities to pay dividends or make other payments or otherwise to satisfy our foreign-currency-denominated obligations. Currently, our PRC subsidiaries are inactive and do not purchase any foreign currency for settlement. However, if such needs arise in the future, the State Administration of Foreign Exchange of China (“SAFE”) and other relevant PRC governmental authorities may limit or eliminate our ability to purchase foreign currencies in the future to settle transactions. The PRC government may continue to strengthen its capital controls, and additional restrictions and substantial vetting processes may be instituted by SAFE for cross-border transactions. Any existing and future restrictions on currency exchange may limit our ability to utilize revenue generated in RMB to fund our business activities outside of PRC, pay dividends in foreign currencies to holders of our securities or to obtain foreign currency through debt or equity financing for our subsidiaries. See “Risks Related to Conducting Operations in the PRCPRC regulation on loans to, and direct investment in, PRC entities by offshore holding companies and governmental control in currency conversion may delay or prevent Gogoro from using the proceeds of PIPE Investment to make loans to or make additional capital contributions to its PRC subsidiaries” for a detailed discussion of the Chinese legal restrictions on the payment of dividends and our ability to transfer cash within our organization.

 

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Based on the current corporate structure, Gogoro does not believe that there are restrictions and limitations on its ability to: (i) distribute earnings from its businesses, including subsidiaries outside mainland China, to the parent company and U.S. investors; and (ii) settle amounts owed.

The Merger Agreement (page 133)

The terms and conditions of the merger of Merger Sub with and into Poema Global (the “First Merger”), with Poema Global as the Surviving Entity, and the merger of the Surviving Entity with and into Merger Sub II, with Merger Sub II as the Surviving Company (collectively, the “Business Combination”) are contained in the Merger Agreement, which is attached as Annex A to this proxy statement/prospectus. We encourage you to read the Merger Agreement carefully, as it is the legal document that governs the Business Combination.

Pro Forma Capitalization

The pro forma equity valuation of the Company upon consummation of the Transactions is estimated to be approximately $2.70 billion. We estimate that, upon consummation of the Transactions, assuming none of the Poema Global Public Shareholders demand redemption pursuant to the Poema Global Articles and there are no Dissenting Poema Global Shareholders, the shareholders of Gogoro will own approximately 74.5% of the outstanding Gogoro Ordinary Shares and the shareholders of Poema Global (including the Sponsor) will own approximately 16.0% of the outstanding Gogoro Ordinary Shares.

Merger Consideration

On the Closing Date, immediately prior to the First Effective Time and prior to the consummation of any of the transactions contemplated by the Subscription Agreements, (i) Gogoro will repurchase each Gogoro Series C Preferred Share, that is issued and outstanding immediately prior to the First Effective Time, for cash consideration in an amount equal to the initial subscription price for such Gogoro Series C Preferred Shares. Immediately upon receipt of such cash consideration, each holder of a Gogoro Series C Preferred Share will apply such amount to the subscription for one Gogoro Ordinary Share; (ii) the Gogoro Listing A&R AoA will be adopted and become effective; and (iii) each Gogoro Ordinary Share that is issued and outstanding immediately prior to the First Effective Time shall be subdivided into such number of Gogoro Ordinary Shares equal to the Subdivision Factor (as defined below), such that each Gogoro Ordinary Share will have a value of $10.00 per share after giving effect to such share subdivision (the “Share Subdivision”).

Pursuant to the Merger Agreement, immediately prior to the effective time of the First Merger, each Poema Global Class B Share outstanding immediately prior to the First Effective Time will be automatically converted into one Poema Global Class A Shares in accordance with the terms of the Poema Global Articles and each Poema Global Class B Share shall no longer be outstanding and shall automatically be canceled, and each former holder of Poema Global Class B Shares shall thereafter cease to have any rights with respect to such shares and, after giving effect to the Poema Global Class B Conversion, at the First Effective Time and as a result of the First Merger, each issued and outstanding Poema Global Class A Share (including in connection with the Unit Separation) will no longer be outstanding and will automatically be converted into the right of the holder thereof to receive one Gogoro Ordinary Share (after giving effect to the Recapitalization).

Pursuant to the Merger Agreement, each issued and outstanding Poema Global Warrant will automatically and irrevocably be assumed by Gogoro and converted into a corresponding Gogoro Warrant exercisable for Gogoro Ordinary Shares. Immediately prior to the First Effective Time, the Poema Global Class A Shares and the Public Warrants comprising each issued and outstanding Unit, consisting of one Poema Global Class A Share and one-half of one Public Warrant, will be automatically separated and the holder thereof will be deemed to hold one Poema Global Class A Share and one-half of one Public Warrant (the “Unit Separation”). No fractional

 

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Public Warrants will be issued in connection with such separation such that if a holder of such Units would be entitled to receive a fractional Public Warrant upon such separation, the number of Public Warrants to be issued to such holder upon such separation will be rounded down to the nearest whole number of Public Warrants and no cash will be paid in lieu of such fractional Public Warrants.

Pursuant to the Merger Agreement, (i) each ordinary share, par value $0.0001 per share, of Merger Sub that is issued and outstanding immediately prior to the First Effective Time shall automatically convert into one ordinary share, par value $0.0001 per share, of the Surviving Entity, (ii) each ordinary share of the Surviving Company that is issued and outstanding immediately prior to the Second Effective Time will be automatically cancelled and extinguished without any conversion thereof or payment therefor and (iii) each ordinary share of Merger Sub II issued and outstanding immediately prior to the Second Effective Time shall remain outstanding and shall not be affected by the Second Merger.

Agreements Entered Into in Connection with the Business Combination (page 145)

Sponsor Support Agreement

Concurrently with the execution and delivery of the Merger Agreement, Gogoro, Poema Global and the Sponsor have entered into a support agreement (the “Sponsor Support Agreement”). Pursuant to the Sponsor Support Agreement, the Sponsor agreed to, among other things, (i) vote in favor of the Merger Agreement and the transactions contemplated thereby, and (ii) not transfer any Gogoro Ordinary Shares held by it immediately after the First Effective Time (other than the Sponsor Earn-in Shares) during a period of six months from and after the Closing Date, subject to customary exceptions. Under the Sponsor Support Agreement, 6,393,750 of the Gogoro Ordinary Shares held by Sponsor immediately after the First Effective Time, or the Sponsor Earn-in Shares, shall become unvested shares and subject to surrender and forfeiture immediately after the First Effective Time. See the section of this proxy statement/prospectus titled “Agreements Entered Into in Connection with the Business Combination—Sponsor Support Agreement.

Gogoro Shareholder Lock-Up Agreements

Concurrently with the execution of the Merger Agreement, Gogoro, Poema Global and certain Gogoro shareholders have entered into certain lock-up agreements. Pursuant to such lock-up agreements, each such Gogoro shareholder agreed not to transfer Gogoro securities held by it immediately after the First Effective Time during the applicable lock-up period, subject to customary exceptions. See the section of this proxy statement/prospectus titled “Agreements Entered Into in Connection with the Business Combination—Gogoro Shareholder Lock-Up Agreements.

Gogoro Shareholder Voting Agreements

Concurrently with the execution of the Merger Agreement, Gogoro, Poema Global and certain Gogoro shareholders have entered into certain voting Agreements. Pursuant to such voting agreements, each such Gogoro shareholder agreed to vote in favor of the Merger Agreement and the transactions contemplated thereby. See the section of this proxy statement/prospectus titled “Agreements Entered Into in Connection with the Business Combination—Gogoro Shareholder Voting Agreements.

Registration Rights Agreement

The Merger Agreement contemplates that, at the Closing, Gogoro, the Sponsor and certain shareholders of Gogoro will enter into a Registration Rights Agreement (the “Registration Rights Agreement”) providing for the customary registration rights of the Sponsor and other parties thereto, including certain shareholders of Gogoro. See the section of this proxy statement/prospectus titled “Agreements Entered Into in Connection with the Business Combination—Registration Rights Agreement.

 

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Assignment and Assumption Agreement

The Merger Agreement contemplates that, immediately prior to the Closing, Gogoro, Poema Global and Continental will enter into an assignment and assumption agreement, pursuant to which Poema Global Warrants will be assumed by Gogoro. See the section of this proxy statement/prospectus titled “Agreements Entered Into in Connection with the Business Combination—Assignment and Assumption Agreement.

PIPE Subscription Agreements

Concurrently with the execution of the Merger Agreement, the Initial PIPE Investors have entered into the Initial Subscription Agreements pursuant to which the Initial PIPE Investors have committed to subscribe for and purchase Gogoro Ordinary Shares at $10.00 per share for an aggregate purchase price of $257,320,000. The Initial PIPE Investors include existing shareholders or affiliates of Gogoro or Sponsor and various strategic partners. In addition, on January 18, 2022, the Additional PIPE Investors entered into additional share subscription agreements pursuant to which the Additional PIPE Investors have committed to purchase Gogoro Ordinary Shares at a price of $10.00 per share for an aggregate purchase price of $27,500,000. Under the Subscription Agreements, the obligations of the parties to consummate the PIPE Investment are subject to the satisfaction or waiver of certain customary closing conditions of the respective parties, including, among others, (i) the absence of a legal prohibition on consummating the PIPE Investment, (ii) all conditions precedent under the Merger Agreement having been satisfied or waived, (iii) the accuracy of representations and warranties in all material respects and (iv) material compliance with covenants. See the section of this proxy statement/prospectus titled “Agreements Entered Into in Connection with the Business Combination—PIPE Subscription Agreements.

The Merger Proposal (page 131)

The Poema Global shareholders will vote on a separate proposal to authorize the First Plan of Merger. See the section of this proxy statement/prospectus titled “Proposal Two—The Merger Proposal.” (The Second Plan of Merger will be approved by Gogoro as the sole shareholder of both the Surviving Entity and Merger Sub II following the First Effective Time.)

The Adjournment Proposal (page 132)

In the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting, the chairman presiding over the extraordinary general meeting may submit a proposal to adjourn the extraordinary general meeting to a later date or dates, if necessary. See the section of this proxy statement/prospectus titled “Proposal Three—The Adjournment Proposal.”

Date, Time and Place of Extraordinary General Meeting of Poema Global’s Shareholders

The extraordinary general meeting will be held at                , Eastern time, on                 , 2022, at                 and via live webcast at https://www.cstproxy.com/poemaglobal/2022, or such other date, time and place to which such meeting may be adjourned, to consider and vote upon the proposals.

Voting Power; Record Date

Poema Global shareholders will be entitled to vote or direct votes to be cast at the extraordinary general meeting if they owned Poema Global Class A Shares at the close of business on                 , 2022, which is the record date for the extraordinary general meeting. Poema Global shareholders will have one vote for each Poema Global Class A Share owned at the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. On the record date, there were                 Poema Global Class A Shares outstanding, of which                  were Public Shares with the rest being held by the Sponsor and certain of Poema Global’s directors.

 

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Redemption Rights

Pursuant to the Poema Global Articles, Poema Global Public Shareholders, excluding the Sponsor and Poema Global’s officers and directors, may demand that Poema Global convert their Public Shares into cash if the Business Combination is consummated; provided that Poema Global may not consummate the Business Combination if it has less than $5,000,001 of net tangible assets either immediately prior to or upon consummation of the Business Combination. Poema Global Public Shareholders will be entitled to receive cash for these shares only if they deliver their share certificates (if any) and other redemption forms to Poema Global’s transfer agent no later than two (2) business days prior to the extraordinary general meeting. Poema Global Public Shareholders do not need to affirmatively vote on the Business Combination Proposal or be a holder of such Public Shares as of the record date to exercise redemption rights. If the Business Combination is not consummated, these shares will not be converted into cash. If a Poema Global Public Shareholder properly demands conversion, delivers his, her or its share certificates (if any) and other redemption forms to Poema Global’s transfer agent as described above, and the Business Combination is consummated, Poema Global will convert each Public Share into a full pro rata portion of the Trust Account, calculated as of two (2) business days prior to the date of the extraordinary general meeting. It is anticipated that this would amount to approximately $                 per share. If a Poema Global Public Shareholder exercises his, her or its redemption rights, then it will be exchanging its Poema Global Class A Shares for cash and will not become a shareholder of Gogoro. See the section of this proxy statement/prospectus titled “Extraordinary General Meeting of Poema Global Shareholders—Redemption Rights” for a detailed description of the procedures to be followed if you wish to convert your shares into cash.

Appraisal Rights

The Cayman Companies Act prescribes when shareholder appraisal rights will be available and sets the limitations on such rights. Where such rights are available, shareholders are entitled to receive fair value for their shares. However, regardless of whether such rights are or are not available, shareholders are still entitled to exercise the rights of redemption as set out herein, and the Poema Global board of directors has determined that the redemption proceeds payable to shareholders who exercise such redemption rights represents the fair value of those shares.

Holders of Poema Global Ordinary Shares have appraisal rights in connection with the Business Combination under the Cayman Companies Act. Poema Global Public Shareholders are entitled to give notice to Poema Global prior to the meeting that they wish to dissent to the Business Combination and to receive payment of fair market value for his, her or its Poema Global Ordinary Shares if they follow the procedures set out in the Cayman Companies Act.

In essence, that procedure is as follows: (i) the shareholder must give his written objection to the merger or consolidation to the constituent company before the vote on the merger or consolidation, including a statement that the shareholder proposes to demand payment for his shares if the merger or consolidation is authorized by the vote; (ii) within 20 days following the date on which the merger or consolidation is approved by the shareholders, the constituent company must give written notice to each shareholder who made a written objection; (iii) a shareholder must within 20 days following receipt of such notice from the constituent company, give the constituent company a written notice of his intention to dissent, including, among other details, a demand for payment of the fair value of his shares; (iv) within seven days following the date of the expiration of the period set out in (ii) above or seven days following the date on which the plan of merger or consolidation is filed, whichever is later, the constituent company, the surviving company or the consolidated company must make a written offer to each dissenting shareholder to purchase his, her or its shares at a price that the company determines is the fair value and if the company and the shareholder agree the price within 30 days following the date on which the offer was made, the company must pay the shareholder such amount; and (v) if the company and the shareholder fail to agree on a price within such 30 day period, within 20 days following the date on which such 30 day period expires, the company (and any dissenting shareholder) must file a petition with the

 

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Cayman Islands courts to determine the fair value and such petition must be accompanied by a list of the names and addresses of the dissenting shareholders with whom agreements as to the fair value of their shares have not been reached by the company. At the hearing of that petition, the court has the power to determine the fair value of the shares together with a fair rate of interest, if any, to be paid by the company upon the amount determined to be the fair value. Any dissenting shareholder whose name appears on the list filed by the company may participate fully in all proceedings until the determination of fair value is reached.

Poema Global Public Shareholders who elect to exercise appraisal rights will lose their right to exercise their redemption rights as described herein.

Poema Global’s Board of Directors’ Reasons for the Business Combination and Recommendations (page 114)

Poema Global’s board of directors, in evaluating the Business Combination, consulted with Poema Global’s management and financial and legal advisors. In reaching its resolution (i) that the Merger Agreement and the transactions contemplated thereby are advisable and in the best interests of Poema Global and its shareholders and (ii) to recommend that the shareholders adopt the Merger Agreement and approve the Business Combination and the transactions contemplated thereby, Poema Global’s board of directors considered a range of factors, including, but not limited to, the factors discussed in the section referenced below. In light of the number and wide variety of factors considered in connection with its evaluation of the Business Combination, Poema Global’s board of directors did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision. Poema Global’s board of directors viewed its decision as being based on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of Poema Global’s reasons for the Business Combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Statement Regarding Forward-Looking Statements” and “Market, Industry and Other Data.”

In approving the Business Combination, Poema Global’s board of directors determined not to obtain a fairness opinion. The officers and directors of Poema Global have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and background and sector expertise enabled them to make the necessary analyses and determinations regarding the Business Combination. In addition, Poema Global’s officers and directors have substantial experience with mergers and acquisitions.

Poema Global’s board of directors considered a number of factors pertaining to the Business Combination as generally supporting its decision to enter into the Merger Agreement and the transactions contemplated thereby. Poema Global’s board of directors also considered a variety of uncertainties and risks and other potentially negative factors concerning the Business Combination.

Poema Global’s board of directors concluded that the potential benefits that it expected Poema Global and its shareholders to achieve as a result of the Business Combination outweighed the potentially negative factors associated with the Business Combination. Accordingly, Poema Global’s board of directors determined that the Merger Agreement and the Business Combination contemplated therein were advisable, fair to and in the best interests of Poema Global and its shareholders. See the section of this proxy statement/prospectus titled “Proposal One—The Business Combination Proposal—Poema Global’s Board of Directors’ Reasons for the Business Combination and Recommendations.”

 

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Interests of Poema Global’s Directors and Officers in the Business Combination (page 102)

In considering the recommendation of Poema Global’s board of directors to vote in favor of approval of the Business Combination Proposal and the Merger Proposal, shareholders should keep in mind that the Sponsor and Poema Global’s directors and executive officers have interests in such proposals that are different from, or in addition to, those of Poema Global’s shareholders generally. These interests may have influenced the decision of Poema Global’s board of directors to approve the Business Combination and could incentivize Poema Global’s officers and directors to pursue a business combination with a less favorable target company or on terms less favorable to Poema Global Public Shareholders rather than liquidate. In particular:

 

   

Immediately following the consummation of the Business Combination, the Sponsor and its affiliates are expected to hold an aggregate of 18,675,000 Gogoro Ordinary Shares on an as-converted basis, consisting of (i) 8,525,000 Gogoro Ordinary Shares to be converted from Poema Global Class B Shares held by the Sponsor, including 6,393,750 Sponsor Earn-in Shares, (ii) 750,000 Gogoro Ordinary Shares that certain affiliates of the Sponsor have agreed to subscribe at a price of $10.00 per share in connection with the PIPE Investment, and (iii) 9,400,000 Gogoro Ordinary Shares underlying the Gogoro Warrants to be converted from the Private Warrants at the First Effective Time, each entitling the Sponsor to purchase one Gogoro Ordinary Share at a price of $11.50 per share 30 days after the Closing, which in the aggregate would represent 6.6%, 7.1% and 7.6% ownership interest in the combined company under the No Redemption Scenario, the 50% Redemption Scenario and the Maximum Redemption Scenario, respectively, on an as converted basis, assuming no additional equity securities are issued and no additional equity-linked securities are converted.

Subject to the terms and conditions contemplated by the Sponsor Support Agreement and up until the sixth anniversary of the Closing Date, (i) one-third of the Sponsor Earn-In Shares shall vest if the Minimum Target is not met; (ii) an additional one-third of the Sponsor Earn-In Shares shall vest if the Middle Target is not met; (iii) the remainder of the Sponsor Earn-In Shares shall vest if the Maximum Target is not met; and (iv) upon the occurrence of an Acceleration Event (as defined below), all the Sponsor Earn-In Shares that have not previously vested shall vest, provided, however, that in the case of an Acceleration Event that is a Change of Control (as defined below), (x) none of Sponsor Earn-In Shares shall vest if the Minimum Target has not been achieved, (y) only one-third of the Sponsor Earn-In Shares (including those vested before the Change of Control) shall vest if the Middle Target has not been achieved, and (z) only two-thirds of the Sponsor Earn-In Shares (including those vested before the Change of Control) shall vest if the Maximum Target has not been achieved. In each case, the determinations of such consideration and value shall be determined in good faith by the disinterested members of the Board. After the sixth anniversary of the Closing Date, any unvested Sponsor Earn-in Shares shall be forfeited by Sponsor to Gogoro for no consideration.

 

   

If the Business Combination or another business combination is not consummated by January 8, 2023 (or such later date as may be approved by Poema Global’s shareholders in an amendment to the Poema Global Articles), Poema Global will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Public Shares for cash and, subject to the approval of its remaining shareholders and Poema Global’s board of directors, liquidating and dissolving. In such event, the 8,625,000 Poema Global Class B Shares held by the Sponsor and certain of Poema Global’s directors, which were acquired prior to the Poema Global IPO for an aggregate purchase price of $25,000, and the 9,400,000 Private Warrants held by the Sponsor, which were acquired concurrently with the Poema Global IPO for an aggregate purchase price of $9.4 million, would be worthless because the holders of Poema Global Class B Shares are not entitled to participate in any redemption or liquidating distribution with respect to these shares and the Private Warrants will not be exercisable. On the other hand, if the Business Combination is consummated, each outstanding Poema Global Ordinary Share will be converted into one Gogoro Ordinary Share, subject to adjustment described herein, and each

 

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Poema Global Warrant will be converted into a Gogoro Warrant. Based on the average of the high ($            ) and low ($            ) prices for Poema Global Class A Shares on Nasdaq on                      , 2022, the value of the Poema Global Class B Shares, the Sponsor Earn-In Shares and the Gogoro Ordinary Shares that certain affiliates of the Sponsor have agreed to subscribe in connection with the PIPE Investment would be $            , $             and $            , respectively. Based on the average of the high ($            ) and low ($            ) prices for the Public Warrants on Nasdaq on                      , 2022, the value of the Private Warrants would be $            .

Given (i) the differential in the purchase price that the Sponsor and certain of Poema Global’s directors paid for the Poema Global Class B Shares as compared to the price of the Poema Global Class A Shares, (ii) the differential in the purchase price that the Sponsor paid for the Private Warrants as compared to the price of the Public Warrants, and (iii) the substantial number of Gogoro Ordinary Shares that the Sponsor and these directors will receive upon conversion of the Poema Global Class B Shares and/or Private Warrants, the Sponsor and these directors can earn a positive return on their investment, even if Poema Global Public Shareholders have a negative return on their investment.

 

   

If Poema Global is unable to complete a business combination within the required time period, the Sponsor will be liable under certain circumstances described herein to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Poema Global for services rendered or contracted for or for products sold to Poema Global. If Poema Global consummates a business combination, on the other hand, Poema Global or the combined company will be liable for all such claims.

 

   

The Sponsor and Poema Global’s officers and directors and their affiliates are entitled to reimbursement of out-of-pocket fees and expenses incurred by them in connection with certain activities on Poema Global’s behalf, such as identifying and investigating possible business targets and business combinations. However, if Poema Global fails to consummate a business combination within the required period, they will not have any claim against the Trust Account for reimbursement. Accordingly, Poema Global may not be able to reimburse these fees and expenses if the Business Combination or another business combination is not completed by January 8, 2023 (or such later date as may be approved by Poema Global’s shareholders in an amendment to the Poema Global Articles). As of the date of this proxy statement/prospectus the Sponsor and Poema Global’s officers and directors and their affiliates had incurred approximately $             of unpaid reimbursable fees and expenses.

 

   

The Merger Agreement provides for the continued indemnification of Poema Global’s current directors and officers and the continuation of directors and officers liability insurance covering Poema Global’s current directors and officers.

 

   

Poema Global’s Sponsor, affiliates of the Sponsor, officers and directors may make loans from time to time to Poema Global to fund certain capital requirements. On September 30, 2020, the Sponsor agreed to loan Poema Global an aggregate of up to $300,000 to cover expenses related to the Poema Global IPO pursuant to a promissory note that was repaid in full on February 8, 2021. No additional loan has been made as of the date of this proxy statement/prospectus. If the Business Combination is not consummated, any additional loan of this nature will not be repaid and will be forgiven except to the extent there are funds available to Poema Global outside of the Trust Account.

 

   

Homer Sun, the Chief Executive Officer and Director of Poema Global and a managing member of the Sponsor, will be a member of the board of directors of Gogoro following the closing of the Business Combination and, therefore, in the future Mr. Sun could receive cash fees, share options or share-based awards that Gogoro’s board of directors determines to pay to its non-executive directors.

 

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Recommendation to Poema Global Shareholders

Poema Global’s board of directors has determined that each of the proposals outlined above is fair to and in the best interests of Poema Global and its shareholders and recommended that Poema Global shareholders vote “FOR” the Business Combination proposal, “FOR” the Merger Proposal and “FOR” the Adjournment Proposal, if presented.

Certain Material U.S. Federal Income Tax Considerations (page 233)

For a description of certain material U.S. federal income tax consequences of the Business Combination, the exercise of redemption rights in respect of Poema Global Ordinary Shares and the ownership and disposition of Gogoro Ordinary Shares, please see “Taxation—Certain Material U.S. Federal Income Tax Considerations” beginning on page 233.

Anticipated Accounting Treatment

The Business Combination will be accounted for as a capital reorganization. Under this method of accounting, Poema Global will be treated as the “acquired” company and Gogoro will be treated as the “accounting acquirer” for financial reporting purposes. Accordingly, the Business Combination will be treated as the equivalent of Gogoro issuing shares at the closing of the Business Combination for the net assets of Poema Global as of the Closing Date, accompanied by a recapitalization.

Gogoro has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

 

   

Gogoro’s shareholders will hold a majority of the voting power of the combined company,

 

   

Gogoro’s operations will substantially comprise the ongoing operations of the combined company,

 

   

Gogoro’s designees are expected to comprise a majority of the governing body of the combined company, and

 

   

Gogoro’s senior management will comprise the senior management of the combined company.

The Transaction is comprised of a series of transactions pursuant to the Merger Agreement, as described elsewhere in this proxy statement/prospectus. For accounting purposes, the Transactions will be effectuated through following main steps:

 

  I.

The Merger will be accounted for as an acquisition of assets (in exchange for shares) as the underlying transactions do not result in a business combination in accordance with IFRS 3, Business Combinations (“IFRS 3”) as Poema Global does not constitute a business as defined under IFRS 3. Consequently, the Merger will be accounted for under IFRS 2, Share-Based Payment. In the accompanying pro forma information, the net assets of Poema Global were recognized at its fair value, which was approximated by its carrying value, and no goodwill or other intangible assets were recorded. All direct costs of the Merger will be expensed. Any difference between the fair value of Gogoro common shares and Gogoro warrants issued and the fair value of Poema Global’s identifiable net assets are recorded as a listing fee.

 

  II.

The subscription agreements related to the PIPE Investment, will result in the issuance of Gogoro common shares, which are accounted for as equity instruments in accordance with IAS 32, Financial Instruments: Presentation.

 

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Comparison of Rights of Shareholders of Poema Global and Shareholders of Gogoro (page 264)

If the Business Combination is successfully completed, holders of Poema Global Ordinary Shares will become holders of Gogoro Ordinary Shares and their rights as shareholders will be governed by Gogoro’s constitutional documents. Please see “Comparison of Rights of Gogoro Shareholders and Poema Global Shareholders” on page 264 for more information.

Emerging Growth Company

Each of Poema Global and Gogoro is, and consequently, following the Business Combination, the combined company will be, an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, the combined company will be eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in their periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find the combined company’s securities less attractive as a result, there may be a less active trading market for the combined company’s securities and the prices of the combined company’s securities may be more volatile.

The combined company will remain an emerging growth company until the earlier of: (i) the last day of the fiscal year (a) following the fifth anniversary of the Poema Global IPO, (b) in which Gogoro has total annual gross revenue of at least $1.07 billion, or (c) in which the combined company is deemed to be a large accelerated filer, which means the market value of the combined company’s common equity that is held by non-affiliates exceeds $700 million as of the last business day of its most recently completed second fiscal quarter; and (ii) the date on which the combined company has issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” have the meaning associated with it in the JOBS Act.

Foreign Private Issuer

Gogoro is a foreign private issuer within the meaning of the rules under the Exchange Act and, as such, Gogoro is permitted to follow the corporate governance practices of its home country, the Cayman Islands, in lieu of the corporate governance standards of Nasdaq Stock Market LLC (“Nasdaq”) applicable to U.S. domestic companies. For example, Gogoro is not required to have a majority of the board consisting of independent directors nor have a compensation committee or a nominating and corporate governance committee consisting entirely of independent directors. While Gogoro does not currently intend to follow home country practice in lieu of the above requirements, Gogoro could decide in the future to follow home country practice and its Board of Directors could make such a decision to depart from such requirements by ordinary resolution. As a result, Gogoro’s shareholders may not have the same protection afforded to shareholders of U.S. domestic companies that are subject to Nasdaq corporate governance requirements. As a foreign private issuer, Gogoro is also subject to reduced disclosure requirements and are exempt from certain provisions of the U.S. securities rules and regulations applicable to U.S. domestic issuers such as the rules regulating solicitation of proxies and certain insider reporting and short-swing profit rules.

Regulatory Matters

The Business Combination is not subject to any federal or state regulatory requirement or approval, except for the filings with the Cayman Islands Registrar of Companies necessary to effectuate the Business Combination.

 

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PRC Approvals

Currently, Gogoro is not required to obtain pre-approval or fulfil any filing and reporting obligations from or to Chinese authorities, including the CSRC or the CAC, to implement the Business Combination or issue securities to foreign investors. However, as there are uncertainties with respect to the Chinese legal system and changes in laws, regulations and policies, including how those laws and regulations will be interpreted or implemented, there can be no assurance that Gogoro’s PRC subsidiaries will not be subject to such requirements, approvals or permissions in the future.

Although Gogoro’s PRC subsidiaries are currently inactive, in order to operate Gogoro’s business activities in mainland China, each of Gogoro’s PRC subsidiaries is required to obtain a business license from the State Administration for Market Regulation (the “SAMR”). Each of Gogoro’s PRC subsidiaries has obtained a valid business license from the SAMR, and no application for any such license has been denied. Further, to operate Gogoro’s business activities in mainland China, Gogoro’s relevant PRC subsidiaries are also required to obtain other permits from the PRC government, including certificates and other qualifications for customs, inspection and quarantine declarations. Gogoro’s PRC subsidiaries have obtained the foregoing permits applicable to them and no application for such permits has been denied.

Proposed PRC Cybersecurity Measures

As of the date of this proxy statement/prospectus, since Gogoro’s PRC subsidiaries are inactive, Gogoro has not been informed by any relevant Chinese government authorities that Gogoro’s PRC subsidiaries are identified as or considered a “network platform operator” or “data processing operator,” nor has Gogoro received any inquiry, notice, warning, sanction in such respect or any regulatory objections to the Business Combination. However, on December 28, 2021, the CAC published the amendment to the Cybersecurity Review Measures (“Measures”), which is to replace the current Cybersecurity Review Measures after it becomes effective on February 15, 2022. On November 14, 2021, the CAC released a draft of the Administrative Regulations on Network Data Security (“Draft Regulations”) for public consultation. The Measures stipulate that, among other items, if an issuer is classified as a “network platform operator” and such issuer possesses personal information of more than one million users and intends to be listed on a securities exchange in a foreign country, it must complete a cybersecurity review. Alternatively, relevant governmental authorities in the PRC may initiate a cybersecurity review if such governmental authorities determine an operator’s cyber products or services, data processing or potential listing in a foreign country affect or may affect national security. The Draft Regulations also stipulate that, among other items, for any listing to be done on a security exchange in a foreign country involving a “data processing operator” with personal information of more than one million users, such “data processing operator” shall report to the CAC for a cybersecurity review. The Draft Regulations were released for public comment only, and the draft provisions and anticipated adoption or effective date are subject to changes and thus its interpretation and implementation remain substantially uncertain. Gogoro cannot predict the impact of the Draft Regulations, if any, on the operations of Gogoro at this stage.

“Data processing operators” is defined under the Draft Regulations as “any individual or organization that autonomously determines the purpose and manner of the processing of network data” and “network platform operators” is not defined under the Measures. While the exact scope of “network platform operators” and “data processing operators” remains unclear, the Chinese government authorities may have wide discretion in the interpretation and enforcement of these laws. Currently, the Measures and the Draft Regulations have not materially affected Gogoro’s PRC business and operations and Gogoro does not believe its business activities affect or may be interpreted to affect PRC’s national security. In anticipation of the strengthened implementation of cybersecurity laws and regulations, there can be no assurance that Gogoro’s PRC subsidiaries will not be deemed as a network platform operator or data processing operator under the Chinese cybersecurity laws and regulations in the future, or that the Measures or the Draft Regulations will not be further amended or other laws

 

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or regulations will not be promulgated to subject Gogoro to the cybersecurity review or other compliance requirements. In such case, Gogoro may face challenges in addressing such enhanced regulatory requirements. For additional information, see “Risk Factors — Risks related to Gogoro’s Business — Gogoro’s failure to comply with data protection laws and regulations could lead to government enforcement actions and significant penalties against Gogoro, and adversely impact Gogoro’s operating results,” and “Risk Factors — Risks Related to Conducting Operations in the PRC — Compliance with the PRC new Data Security Law, Cybersecurity Review Measures, Administrative Regulations on Network Data Security (draft for public consultation), Personal Information Protection Law, regulations and guidelines relating to the multi-level protection scheme and any other future laws and regulations may entail significant expenses and could materially affect Gogoro’s business.”

Summary Risk Factors

You should consider all the information contained in this proxy statement/prospectus in deciding how to vote for the proposals presented in this proxy statement/prospectus. In particular, you should consider the risk factors described under “Risk Factors” beginning on page 26. Such risks include, but are not limited to:

 

   

Gogoro is an early-stage company with a history of operating losses and expects to incur significant expenses and continuing losses at least for the near and medium term.

 

   

Gogoro’s forecasts and projections are based upon assumptions, analyses and internal estimates developed by its management. If these assumptions, analyses or estimates prove to be incorrect or inaccurate, Gogoro’s actual operating results may differ materially and adversely from those forecasted or projected.

 

   

If Gogoro fails to execute its growth strategy or manage growth effectively, its business, financial condition and results of operations would be adversely affected.

 

   

Gogoro’s financial results may vary significantly from period to period due to fluctuations in its operating costs or expenses and other foreseeable or unforeseeable factors.

 

   

Gogoro may experience delays in launching and ramping the production of its products and features, or Gogoro may be unable to control its manufacturing costs.

 

   

Failure to effectively expand Gogoro’s sales and marketing capabilities could harm its ability to increase its customer base and achieve broader market acceptance of its solutions.

 

   

If Gogoro fails to expand effectively into new markets, including India and the PRC, its revenues and business may be negatively affected.

 

   

Gogoro may attempt to acquire new businesses, products or technologies, or enter into strategic collaborations or alliances, including forming joint ventures, in locations such as India and if Gogoro is unsuccessful in such acquisitions or strategic collaborations or alliances or does not integrate acquired businesses, products, technologies or employees in these locations, Gogoro may fail to realize expected benefits from such transactions or such transactions could harm Gogoro’s existing business.

 

   

Gogoro’s success depends on its ability to develop and maintain relationships with its partners, including its OEM partners.

 

   

Gogoro’s business is subject to risks associated with construction, cost overruns and delays, and other contingencies that may arise in the course of completing installations, and such risks may increase in the future as Gogoro expands the scope of such services with other parties.

 

   

Changes to fuel economy standards or the success of alternative fuels may negatively impact the EV market and thus the demand for Gogoro’s products and services.

 

   

Gogoro’s growth and success are highly correlated with and thus dependent upon the continuing rapid adoption of and demand for EVs and PTWs.

 

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The EV and PTW markets are characterized by rapid technological change, which requires Gogoro to continue to develop new products and product innovations. Any delays in such development could adversely affect market adoption of Gogoro’s products and Gogoro’s financial results.

 

   

Gogoro’s business may be adversely affected if it is unable to protect its technology and intellectual property from unauthorized use by third parties.

 

   

Gogoro’s business may be adversely affected by the changes of governmental policy and subsidy program in Taiwan electric scooters market.

 

   

Gogoro’s Taiwan subsidiaries bear product liabilities for damages caused by its products under Taiwan regulations on consumer protection.

 

   

Although the audit report included in this prospectus is prepared by auditors who are currently inspected fully by the PCAOB , there is no guarantee that future audit reports will be prepared by auditors that are completely inspected by the PCAOB.

 

   

A downturn in the PRC or global economy, and economic and political policies of the PRC could materially and adversely affect Gogoro’s business operations in the PRC.

 

   

Changes in the policies, regulations, rules, and the enforcement of laws of the PRC government may be quick with little advance notice and could have a significant impact upon Gogoro’s ability to operate profitably in the PRC.

 

   

The business, financial condition and results of operations of Gogoro, and/or the value of Gogoro’s securities or its ability to offer or continue to offer securities to investors may be materially and adversely affected to the extent the PRC government intervenes in or influences Gogoro’s operations.

 

   

Gogoro’s operations may be subject to a variety of PRC laws and other obligations regarding cybersecurity and data protection and Gogoro may have to spend additional resources and incur additional time delays to complete any such business combination or be prevented from pursuing certain investment opportunities.

 

   

Uncertainties in the interpretation and enforcement of PRC laws and regulations could limit the legal protections available to you and Gogoro.

 

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SUMMARY CONSOLIDATED FINANCIAL INFORMATION OF GOGORO

The following tables present our summary consolidated financial data. We prepare our consolidated financial statements in accordance with International Financial Reporting Standards (“IFRS”). The summary historical consolidated statement of operations for the years ended December 31, 2020 and 2019 and the summary consolidated balance sheet information as of December 31, 2020 and 2019 have been derived from our audited consolidated financial statements, which are included elsewhere in this proxy statement/prospectus. The summary historical consolidated statement of operations for the six months ended June 30, 2021 and 2020 and the summary consolidated balance sheet information as of June 30, 2021 have been derived from our unaudited consolidated financial statements, which are included elsewhere in this proxy statement/prospectus. Our unaudited consolidated financial statements were prepared on a basis consistent with our audited consolidated financial statements and include, in our opinion, all adjustments, consisting only of normal recurring adjustments, that we consider necessary for the fair statement of the financial information set forth in those statements. Our historical results for any prior period are not necessarily indicative of results expected in any future period and the results for the six months ended June 30, 2021 or any other interim period are not necessarily indicative of results to be expected for the full year ending December 31, 2021 or any other period.

The financial data set forth below should be read in conjunction with, and is qualified by reference to, “Gogoro’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and notes thereto included elsewhere in this proxy statement/prospectus.

 

Summary statement of operations data:

(U.S. dollars in thousands, except per share amounts)

   Six months ended     Year Ended  
     June 30, 2021     December 31, 2020  

Operating revenue

   $ 144,787     $ 364,125  

Cost of Revenue

     126,363       284,684  
  

 

 

   

 

 

 

Gross profit

     18,424       79,441  

Operating expenses:

    

Sales and marketing expenses

     25,293       60,947  

General and administrative expenses

     12,771       26,282  

Research and development expenses

     14,339       28,711  
  

 

 

   

 

 

 

Total operating expenses

     52,403       115,940  
  

 

 

   

 

 

 

Operating loss

     (33,979     (36,499

Non-operating income and expenses:

    

Interest income

     337       889  

Other income

     3,429       5,179  

Other gains and losses

     (652     (1,546

Loss on financial liabilities at fair value through profit or loss

     (3,836     (8,612

Finance costs

     (5,114     (9,754
  

 

 

   

 

 

 

Total non-operating income and expenses

     (5,836     (13,844
  

 

 

   

 

 

 

Loss before income tax

     (39,815     (50,343

Income tax benefit

     —         1,063  
  

 

 

   

 

 

 

Net loss

   $ (39,815   $ (49,280
  

 

 

   

 

 

 

Basic net (loss) income per share

   $ (0.18   $ (0.22

Weighted average number of outstanding shares in computation of basic loss per share

     220,880       220,880  

 

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     June 30, 2021      December 31, 2020  

Total Assets

   $ 809,357      $ 790,586  
  

 

 

    

 

 

 

Total liabilities

     664,369        607,554  

Total Equity

     144,988        183,032  
  

 

 

    

 

 

 

Total Liabilities and Shareholders’ Equity

   $ 809,357      $ 790,586  
  

 

 

    

 

 

 

 

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SUMMARY FINANCIAL INFORMATION OF POEMA GLOBAL

Poema Global is providing the following selected historical financial information to assist you in your analysis of the financial aspects of the Business Combination. Poema Global’s balance sheet data as of December 31, 2020 and statement of operations data for the year ended December 31, 2020 are derived from Poema Global’s audited financial statements included elsewhere in this proxy statement/prospectus. Poema Global’s balance sheet data as of September 30, 2021 and statement of operations data for the nine months ended September 30, 2021 are derived from Poema Global’s unaudited financial statements, as restated, included elsewhere in this proxy statement/prospectus. Poema Global’s financial statements have been prepared in U.S. dollars in accordance with U.S. generally accepted accounting principles. The information in this section is only a summary and should be read in conjunction with Poema Global’s financial statements and related notes and “Poema Global’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained elsewhere herein. The historical results included below and elsewhere in this proxy statement/prospectus are not indicative of the future performance of Poema Global.

 

Summary statement of operations data:    Nine months ended
September 30, 2021
    Year ended
December 31, 2020
 

Operating costs

   $ 2,315,011     $ (7,053
  

 

 

   

 

 

 

Loss from operations

     (2,315,011     (7,053
  

 

 

   

 

 

 

Other income (expense):

    

Interest income on operating account

     140       —    

Interest earned on cash and investments held in Trust Account

     112,084       —    

Offering costs allocated to warrant liabilities

     (1,534,661     —    

Change in fair value of warrant liabilities

     (4,077,302     —    
  

 

 

   

 

 

 

Total other (expense) income

     (5,499,739     —    
  

 

 

   

 

 

 

Net (loss) income

   $ (7,814,750   $ —    
  

 

 

   

 

 

 

Weighted average shares outstanding of Class A ordinary shares

     33,612,132       —    
  

 

 

   

 

 

 

Basic and diluted net income (loss) per share, Class A ordinary shares

   $ (0.19   $ —    
  

 

 

   

 

 

 

Weighted average shares outstanding of Class B ordinary shares

     8,596,048       —    
  

 

 

   

 

 

 

Basic and diluted net income (loss) per share, Class B ordinary shares

   $ (0.19   $ —    
  

 

 

   

 

 

 

 

     September 30, 2021     December 31, 2020  

Total Assets

   $ 346,229,093     $ 436,792  
  

 

 

   

 

 

 

Total liabilities

     54,303,866       418,845  

Redeemable Ordinary Shares

     345,000,000       —    

Total Shareholders’ Equity (Deficit)

     (53,074,773     17,947  
  

 

 

   

 

 

 

Total Liabilities, Redeemable Ordinary Shares and Shareholders’ Equity (Deficit)

   $ 346,229,093     $ 436,792  
  

 

 

   

 

 

 

 

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SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION AND COMPARATIVE PER SHARE DATA

The following tables set forth the per share data of each of Gogoro and Poema Global on a stand-alone basis and the unaudited pro forma combined per share data for the six months ended June 30, 2021 and the year ended December 31, 2020 after giving effect to the Business Combination and the assumed issuance of shares to the PIPE Investors, assuming the following in the two pro forma scenarios presented:

 

   

Scenario 1—Assuming No Redemptions: This presentation assumes that no Poema Global Public Shareholder exercises redemption rights with respect to its Public Shares for a pro rata share of the funds in the Trust Account.

 

   

Scenario 2—Assuming Intermediate Redemptions: This presentation assumes that 17,250,000 Public Shares are redeemed for an aggregate payment of approximately $173 million from the Trust Account, which is the maximum amount of redemptions that could occur and still satisfy the Minimum Cash Condition.

 

   

Scenario 3—Assuming Maximum Redemptions: This presentation assumes that Poema Global Public Shareholders holding 34,500,000 Poema Global Class A Shares will exercise their redemption rights for approximately $345.1 million of funds in the Trust Account. Gogoro’s obligations under the Merger Agreement are subject to certain customary closing conditions. Furthermore, Gogoro will only proceed with the Business Combination if it will have net tangible assets of at least $5,000,001 upon consummation of the Business Combination (as determined in accordance with Rule3a5l-l(g)(1) of the Exchange Act (or any successor rule)). Scenario 3 includes all adjustments contained in Scenario 1 and 2 and presents additional adjustments to reflect the effect of maximum redemptions. Scenario 3 does not take into account the Minimum Available Cash Condition.

The pro forma earnings information for the six months ended June 30, 2021 and for the year ended December 31, 2020 were computed as if the Business Combination and the assumed issuance of shares to the PIPE Investors had been consummated on January 1, 2020, the beginning of the earliest period presented. The pro forma earnings per share of the combined company is computed by dividing the pro forma net profit available to the combined company’s shareholders by the pro forma weighted-average number of shares of Gogoro Ordinary Shares outstanding over the period on a fully diluted net exercise basis.

You should read the information in the following table in conjunction with the selected historical financial information summary included elsewhere in this proxy statement/prospectus, and the historical financial statements of Gogoro and Poema Global, as restated, and related notes that are included elsewhere in this proxy statement/prospectus. The unaudited Gogoro and Poema Global pro forma combined per share information is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes included elsewhere in this proxy statement/prospectus. See “Unaudited Pro Forma Condensed Combined Financial Information.”

The unaudited pro forma combined earnings per share information below does not purport to represent the earnings per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for any future date or period. The unaudited pro forma combined book value per share information below does not purport to represent what the value of Gogoro and Poema Global would have been had the companies been combined during the periods presented.

 

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    Six Months Ended June 30, 2021  
    Poema Global
(Historical)
(Restated)(1)
    Gogoro
(Historical)(2)
    Pro Forma
Combined
Assuming No
Redemption(3)(4)(5)
    Pro Forma
Combined
Assuming
Intermediate
Redemption(3)(4)(5)
    Pro Forma
Combined
Assuming
Max
Redemption(3)(4)(5)
 

Book value per share

    (0.72     0.66       2.19       1.66       1.05  

Weighted average number of Gogoro shares outstanding—basic and diluted

    —         220,880,386       258,547,422       241,297,422       224,047,422  

Net loss attributable to Gogoro common shareholders per share—basic and diluted (in thousand)(6)

    —         (0.18     (0.11     (0.12     (0.13

Weighted average number of Poema Global Class A ordinary shares outstanding—basic & diluted

    32,975,138       —         —         —         —    

Weighted average number of Poema Global Class B ordinary shares outstanding—basic & diluted

    8,575,276       —         —         —         —    

Basic & diluted net income per Poema Global Class A ordinary share

    0.34       —         —         —         —    

Basic & diluted net income per Poema Global Class B ordinary share

    0.34       —         —         —         —    

 

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     Year Ended December 31, 2020  
     Poema Global
(Historical)(1)
     Gogoro
(Historical)(2)
    Pro Forma
Combined
Assuming No
Redemption(4)(5)
    Pro Forma
Combined
Assuming
Intermediate
Redemption(4)(5)
    Pro Forma
Combined
Assuming
Max
Redemption(4)(5)
 

Book value per share

     0.00        0.83       —         —         —    

Weighted average number of Gogoro shares outstanding—basic and diluted

     —          220,880,386       258,547,422       241,297,422       224,047,422  

Net loss attributable to Gogoro common shareholders per share—basic and diluted (in thousand)(6)

     —          (0.22     (1.00     (1.04     (1.08

Weighted average number of Poema Global ordinary shares outstanding—basic & diluted

     7,500,000        —         —         —         —    

Basic & diluted net loss per Poema Global ordinary share

     0.00        —         —         —         —    

 

(1)

Book value per is calculated based on total shareholders’ deficit of ($31,260) divided by 8,625,000 Class B ordinary shares outstanding and 34,500,000 Class A ordinary shares subject to possible redemption outstanding at June 30, 2021. Book value per is calculated based on total shareholders’ equity of $17 divided by 8,625,000 total shares outstanding at December 31, 2020.

(2)

Book value per share is calculated based on total shareholder’s equity of $144,988 divided by 220,880 shares outstanding at June 30, 2021, assuming that the Gogoro Series C Preferred Shares are converted to Gogoro Ordinary Shares. Book value per share is calculated based on total shareholder’s equity of $183,032 divided by 220,880 ordinary shares outstanding at December 31, 2020, assuming that the Gogoro Series C Preferred Shares are converted to Gogoro Ordinary Shares.

(3)

Book value per share equals the pro forma total shareholders’ equity divided by the pro forma Class A Ordinary Shares outstanding at June 30, 2021 under each redemption scenario.

(4)

In order to conform the presentation of the figures above to Poema Global’s and the post-merger figures, the amount of share and the per share data are reflected assuming the conversion, on a one-for-one basis, of Poema Global Class A Shares and Poema Global Class B Shares held by the Sponsor to Gogoro Ordinary Shares (as calculated as of the date of filing, subject to changes until closing of the Business Combination). In addition, the Gogoro number of shares under the pro forma combined scenarios assumes the conversion of the Gogoro Series C Preferred Shares on January 1, 2020. When calculating the shares, the Subdivision Factor, included elsewhere in the proxy statement/prospectus, is also considered.

(5)

Refer to Note 5 for adjustments made to the weighted average number of shares outstanding, under the section titled “Unaudited Pro Forma Condensed Combined Financial Information.”

(6)

As a result of pro forma net loss, the amounts exclude the dilutive impact from: (i) 17,250,000 and 9,400,000 public and private placement warrants, respectively (ii) 6,393,750 Sponsor Earn-in Shares, and (iii) the dilutive impact from the 12,000,000 Earnout Shares granted to existing Gogoro shareholders as part of the Merger Agreement.

 

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PRICE RANGE OF SECURITIES AND DIVIDENDS

Poema Global

Price range of Poema Global’s Securities

The Units, each of which consists of one Poema Global Class A Share and one half of one Public Warrant, began trading on Nasdaq Capital Market under the symbol “PPGHU” on January 5, 2021. On February 26, 2021, Poema Global announced that holders of its Units could elect to separately trade the Poema Global Class A Shares and Public Warrants. On February 26, 2021, the Poema Global Class A Shares and Public Warrants began trading on Nasdaq Capital Market under the symbols “PPGH” and “PPGHW,” respectively.

On September 15, 2021, the trading date before the public announcement of the Business Combination, the Units, Poema Global Class A Share and Public Warrants closed at $10.22, $9.87 and $ 0.7446, respectively.

Holders

As of the date of this proxy statement/prospectus, there were                  holder(s) of record of the Units,                  holder(s) of record of Poema Global Class A Shares and                  holder(s) of record of Public Warrants. These numbers are not representative of the number of beneficial holders of our securities, nor is it representative of where such beneficial holders reside, since all of these shares held of record in the United States were held through CEDE & Co., the nominee company of the Depository Trust Company, on behalf of hundreds of firms of brokers and banks in the United States, who in turn held such shares on behalf of several thousand clients and customers.

Dividends

Poema Global has not paid any dividends to its shareholders.

Gogoro

Price range of Gogoro’s Securities

Historical market price information regarding Gogoro is not provided because there is no public market for its securities. Gogoro is applying to list its Gogoro Ordinary Share and Gogoro Warrants on Nasdaq Global Select Market upon the Effective Time under the ticker symbols “GGR” and “GGRW,” respectively.

Holders

As of the date of this proxy statement/prospectus, Gogoro had                holder(s) of record.

Dividends

Gogoro has not paid any dividends to its shareholders. Following the completion of the Merger, Gogoro’s board of directors will consider whether or not to institute a dividend policy. It is presently intended that Gogoro will retain its earnings for use in business operations and, accordingly, it is not anticipated that Gogoro’s board of directors will declare dividends in the foreseeable future.

 

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RISK FACTORS

If the Business Combination is completed, the combined company will operate in a market environment that is difficult to predict and that involves significant risks, many of which will be beyond its control. You should carefully consider the risks described below before voting your shares. Additional risks and uncertainties that are not presently known to Gogoro and Poema Global or that they do not currently believe are important to an investor, if they materialize, also may adversely affect the Business Combination. If any of the events, contingencies, circumstances or conditions described in the following risks actually occur, the combined company’s business, financial condition or results of operations could be seriously harmed. If that happens, the trading price of our securities or, if the Business Combination is not consummated, Poema Global Class A Shares could decline, and you may lose part or all of the value of any Gogoro Ordinary Shares or, if the Business Combination is not consummated, all or any part of the value of any Poema Global Class A Share that you hold. In this section, unless the context otherwise requires, “Gogoro,” “we,” “us” and “our” refer to Gogoro Inc., a Cayman Islands exempted holding company, together as a group with its subsidiaries including the Operating Subsidiaries.

Risks Related to Gogoro’s Business

Gogoro is an early-stage company with a history of operating losses and expects to incur significant expenses and continuing losses at least for the near and medium term.

Gogoro has a history of operating losses and negative operating cash flows. Gogoro incurred a net loss of $39.8 million and $49.3 million for the six months ended June 30, 2021 and the year ended December 31, 2020, respectively, and, as of June 30, 2021, Gogoro’s accumulated deficits was approximately $89.06 million. Gogoro believes it will continue to incur operating and net losses each quarter in the foreseeable future. Even if Gogoro achieves profitability, there can be no assurance that Gogoro will be able to maintain profitability in the future. Gogoro’s potential profitability is particularly dependent upon the continued adoption of electric vehicles (“EVs”) and PTWs by consumers and other electric transportation modalities, continued support from regulatory programs and in each case, the use of Gogoro’s chargers, any of which may not occur at the levels Gogoro currently anticipates or at all. Gogoro may need to raise additional financing through loans, securities offerings or additional investments in order to fund its ongoing operations. There is no assurance that Gogoro will be able to obtain such additional financing or that it will be able to obtain such additional financing on favorable terms.

Gogoro’s forecasts and projections are based upon assumptions, analyses and internal estimates developed by its management. If these assumptions, analyses or estimates prove to be incorrect or inaccurate, Gogoro’s actual operating results may differ materially and adversely from those forecasted or projected.

Gogoro’s forecasts and projections are subject to significant uncertainty and are based on assumptions, analyses and internal estimates developed by its management, any or all of which may not prove to be correct or accurate. If these assumptions, analyses or estimates prove to be incorrect or inaccurate, Gogoro’s actual operating results may differ materially and adversely from those forecasted or projected. Realization of the results forecasted will depend on the successful implementation of Gogoro’s proposed business plan, and policies and procedures consistent with the assumptions. Future results will also be affected by events and circumstances beyond Gogoro’s control, for example, the competitive environment, its executive team, rapid technological change, economic and other conditions in the markets in which Gogoro operates or seeks to enter, governmental regulation and, uncertainties inherent in product development and testing, Gogoro’s future financing needs and Gogoro’s ability to grow and to manage growth effectively. In particular, Gogoro’s forecasts and projections include forecasts and estimates relating to the expected size and growth of the markets in which Gogoro operates or seeks to enter. Gogoro’s forecasts and projections also assume that it is able to perform its obligations under its commercial contracts. For the reasons described above, it is likely that the actual results of Gogoro’s operations will be different from the results forecasted and those differences may be material and adverse.

The projected financial information appearing elsewhere in this proxy statement/prospectus has been prepared by management and reflects estimates of future performance as of the date such projected financial

 

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information was prepared. The project financial information has not been certified or examined by an accountant. Gogoro’s projected results depend on the successful implementation of management’s growth strategies and are based on assumptions and events over which Gogoro has only partial or no control. The assumptions underlying such projected information require the exercise of judgment and may not occur, and the projections are subject to uncertainty due to the effects of economic, business, competitive, regulatory, legislative, and political or other changes. There can be no assurance that Gogoro’s financial condition, including its cash flows or results of operations, will be consistent with those set forth in such projected financial results, which could have an adverse impact on the market price of Gogoro Ordinary Shares or the financial position of the post-Business Combination entity. Gogoro does not have any duty to update the financial projections included in this proxy statement/prospectus.

If Gogoro fails to execute its growth strategy or manage growth effectively, its business, financial condition and results of operations would be adversely affected.

The expected continued growth and expansion of Gogoro’s business and execution of its growth strategy may place a significant strain on management, business operations, financial condition and infrastructure and corporate culture. With continued growth, Gogoro’s information technology systems and its internal control over financial reporting and procedures may not be adequate to support its operations and may allow data security incidents that may interrupt business operations and allow third parties to obtain unauthorized access to business information or misappropriate funds. Gogoro may also face risks to the extent such third parties infiltrate the information technology infrastructure of its contractors.

To manage growth in operations and personnel and execute its growth strategy, Gogoro will need to continue to improve its operational, financial and management controls and reporting systems and procedures. In addition, Gogoro may face difficulties as it expands its operations into new markets in which it has limited or no prior experience. Failure to manage growth effectively could result in difficulty or delays in attracting new customers, declines in quality or customer satisfaction, increases in costs, difficulties in introducing new products and services or enhancing existing products and services, loss of customers, information security vulnerabilities or other operational difficulties, any of which could adversely affect Gogoro’s business performance and operating results. Gogoro’s strategy is based on a combination of growth and maintenance of strong performance on its existing asset base, and any inability to scale, maintain customer experience or manage operations at Gogoro’s battery swapping stations may impact its growth trajectory.

Gogoro’s financial results may vary significantly from period to period due to fluctuations in its operating costs or expenses and other foreseeable or unforeseeable factors.

Gogoro expects its period-to-period financial results to vary based on its operating costs, which Gogoro anticipates will fluctuate as the pace at which it continues to design, develop and manufacture new products and increases production capacity by expanding its current manufacturing facilities and adding future facilities, may not be consistent or linear between periods. Additionally, Gogoro’s revenues from period to period may fluctuate as it introduces existing products to new markets for the first time and as Gogoro develops and introduces new products. For example, as a result of COVID-19, Gogoro’s revenues decreased by 16% for the six months ended June 30, 2021 compared to the six months ended June 30, 2020 because Taiwan experienced a COVID-19 related lock-down in the second quarter of 2021. In addition, for the six months ended June 30, 2021 compared to the six months ended June 30, 2020, COVID-19 negatively impacted our battery-swapping energy services since riders reduced the commute and travel distance. As a result of these factors, Gogoro believes that quarter-to-quarter comparisons of its financial results, especially in the short term, are not necessarily meaningful and that these comparisons cannot be relied upon as indicators of future performance. Moreover, the post-Business Combination entity’s financial results may not meet expectations of equity research analysts, ratings agencies or investors, who may be focused only on short-term quarterly financial results. If any of this occurs, the trading price of Gogoro Ordinary Shares could fall substantially, either suddenly or over time, and Gogoro could face costly lawsuits, including securities class action suits.

 

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Gogoro may experience delays in launching and ramping the production of its products and features, or Gogoro may be unable to control its manufacturing costs.

Gogoro has previously experienced and may in the future experience launch and production ramp delays for new products and features. In addition, Gogoro may introduce in the future new or unique manufacturing processes and design features for its products. There is no guarantee that Gogoro will be able to successfully and timely introduce and scale such processes or features.

In particular, Gogoro’s future business depends in large part on increasing the production of mass-market PTWs. Gogoro has relatively limited experience to date in manufacturing PTWs at high volumes and even less experience building and ramping production lines across multiple factories in different geographies. In order to be successful, Gogoro will need to implement, maintain and ramp efficient and cost-effective manufacturing capabilities, processes and supply chains and achieve the design tolerances, high quality and output rates Gogoro has planned at expanding the production capacity in mainland China and India through collaborations with local business partners. Bottlenecks and other unexpected challenges such as those Gogoro experienced in the past may arise during its production ramps, and Gogoro must address them promptly while continuing to improve manufacturing processes and reducing costs. If Gogoro is not successful in achieving these goals, it could face delays in establishing and/or sustaining its PTW ramps or be unable to meet its related cost and profitability targets.

Any delay or other complication in ramping the production of Gogoro’s current products or the development, manufacture, launch and production ramp of its future products, features and services, or in doing so cost-effectively and with high quality, may harm Gogoro’s brand, business, prospects, financial condition and results of operations.

Failure to effectively expand Gogoro’s sales and marketing capabilities could harm its ability to increase its customer base and achieve broader market acceptance of its solutions.

Gogoro’s ability to grow its customer base, achieve broader market acceptance, grow revenue, and achieve and sustain profitability will depend, to a significant extent, on Gogoro’s ability to effectively expand its sales and marketing operations and activities. Gogoro relies on its business development, sales and marketing teams to obtain new original equipment manufacturer (“OEM”) and grow its retail business, and on the technology, site development, and project management personnel to build out and serve new battery swapping stations. Gogoro plans to continue to expand in these functional areas but it may not be able to recruit and hire a sufficient number of competent personnel with requisite skills, technical expertise and experience, which may adversely affect Gogoro’s ability to expand its sales capabilities. The hiring process can be costly and time-consuming, and new employees may require significant training and time before they achieve full productivity. Recent hires and planned hires may not become as productive as quickly as anticipated, and Gogoro may be unable to hire or retain sufficient numbers of qualified individuals. Gogoro’s ability to achieve significant revenue growth in the future will depend, in large part, on its success in recruiting, training, incentivizing and retaining a sufficient number of qualified personnel attaining desired productivity levels within a reasonable time. Gogoro’s business will be harmed if investment in personnel related to business development and related company activities does not generate a significant increase in revenue.

Gogoro relies on a limited number of vendors, suppliers and manufacturers. A loss of any of these partners could negatively affect Gogoro’s business, or they may fail to deliver components according to schedules, prices, quality and volumes that are acceptable to Gogoro, or Gogoro may be unable to manage these components effectively.

Gogoro relies on a limited number of vendors and suppliers for design, testing and manufacturing of charging equipment which at this stage of the industry is unique to each supplier and thus singularly sourced with respect to components as well as aftermarket maintenance and warranty services. This reliance on a limited

 

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number of manufacturers increases Gogoro’s risks, since it does not currently have proven reliable alternatives or replacement vendors or manufacturers beyond these key parties. In the event of production interruptions or supply chain disruptions including but not limited to availability of certain key components such as semiconductors, it may not be able to take advantage of increased production from other sources or develop alternate or secondary vendors without incurring material additional costs and substantial delays. Thus, Gogoro’s business could be adversely affected if one or more of its vendors or suppliers is impacted by any interruption at a particular location.

As the demand for public fast charging increases, the charging equipment vendors may not be able to dedicate sufficient supply chain, production, or sales channel capacity to keep up with the required pace of charging infrastructure expansion. In addition, as the EV market grows, the industry may be exposed to deteriorating design requirements, undetected faults or the erosion of testing standards by charging equipment and component suppliers, which may adversely impact the performance, reliability and lifecycle cost of the chargers in Gogoro’s battery swapping stations.

If Gogoro or its suppliers experience a significant increase in demand, or if Gogoro needs to replace an existing supplier, Gogoro may not be able to supplement service or replace them on acceptable terms, which may undermine Gogoro’s ability to deliver products to customers in a timely manner. For example, it may take a significant amount of time to identify a vendor or manufacturer that has the capability and resources to supply and/or service charging equipment or build battery swapping stations in sufficient volume. Identifying and approving suitable vendors, suppliers and manufacturers could be an extensive process that requires Gogoro to become satisfied with their quality control, technical capabilities, responsiveness and service, financial stability, regulatory compliance, and labor and other ethical practices. Accordingly, a loss of any significant vendor, supplier or manufacturer would have an adverse effect on Gogoro’s business, financial condition and results of operations. In addition, Gogoro’s suppliers may face supply chain risks and constraints of their own, which may impact the availability and pricing of Gogoro’s products as well as Gogoro’s gross margins. For example, Gogoro has experienced shortages as well as increased costs for semiconductors.

If Gogoro fails to expand effectively into new markets, including India, mainland China and Indonesia, its revenues and business may be negatively affected.

The EV charging market and energy storage technology market are characterized by rapid technological change, which requires Gogoro to continue to develop new products and product innovations or shift its strategy which is focused on EV battery swapping and charging and energy optimization on its customers’ sites and pursue new product and service offerings. Gogoro is, and intends in the future to continue, investing significant resources in developing new product and service offerings to address the changing needs in these markets. For example, in 2021, Gogoro announced it was partnering with Yadea and DCJ to expand in the PRC, and Gogoro has plans to establish a joint venture entity in India in early 2022 with funding expected in 2022. Gogoro’s ability to continue to maintain its competitive position and grow its market share will depend on the success of the development of its position in these markets. Additionally, in each of November 2021 and December 2021, Gogoro announced strategic partnerships in Indonesia with GoTo, an Indonesian technology platform and Gojek, respectively. GoTo has made a commitment to electrify vehicles operating on its ecosystem and Gogoro will launch a pilot program in 2022 followed by further collaboration. Furthermore, in January 2022, Gogoro announced various partnerships in Indonesia.

New initiatives are inherently risky, as each involves unproven business strategies and new product offerings with which Gogoro has limited or no prior development or operating experience. Gogoro’s success in new markets depends on a variety of factors, including but not limited to its ability to develop new products, new product features and services that address the customer requirements for these markets, to attract a customer base in markets in which it has less experience, to compete with new and existing competitors in these adjacent markets, and to gain market acceptance of its new products. Developing Gogoro’s products is expensive, and the investment in product development may involve a long or unmaterialized payback cycle. Difficulties in any of its new product development efforts or Gogoro’s efforts to enter adjacent markets could adversely affect its business, financial condition and results of operations.

 

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In addition, as a result of its new product offerings, Gogoro could experience increased warranty claims, reputational damage or other adverse effects, which could be material. Additionally, Gogoro cannot provide assurance that it will be able to develop, obtain regulatory approval for, commercially market and/or achieve acceptance of its new product offerings.

Gogoro’s research and development expenses were approximately $14.34 million and $14.27 million for the six months ended June 30, 2021 and June 30, 2020, respectively, and are likely to grow in the future. However, Gogoro’s investment of resources to develop new product offerings may either be insufficient or may result in expenses that are excessive as compared to revenue produced from these new product offerings. Even if Gogoro is able to keep pace with changes in technology and develop new products and services, its research and development expenses could increase, its gross margins could be adversely affected and its prior products could become obsolete more quickly than expected.

Failure to accurately predict demand or growth with respect to Gogoro’s new product offerings could materially and adversely affect its business, financial condition, results of operations, and prospects, and there is always risk that these new product offerings will be unprofitable, will increase Gogoro’s costs or will decrease operating margins or take longer than anticipated to achieve target margins. Gogoro cannot guarantee that any new products will be released in a timely manner, or at all, or achieve market acceptance. Delays in delivering new products that meet customer requirements could damage Gogoro’s relationships with customers and lead them to seek alternative providers. Delays in introducing products and innovations or the failure to offer innovative products or services at competitive prices may cause existing and potential customers to purchase Gogoro’s competitors’ products or services.

If Gogoro is unable to devote adequate resources to develop products or cannot otherwise successfully develop products or services that meet customer requirements on a timely basis or that remain competitive with technological alternatives, its products and services could lose market share, its revenue could decline, it may experience higher operating losses, and its business and prospects could be adversely affected. Further, Gogoro’s development efforts with respect to these initiatives could distract management from current operations and could divert capital and other resources from its existing business. If Gogoro does not realize the expected benefits of its investments, its business, financial condition, results of operations, and prospects, could be materially and adversely affected.

Gogoro may attempt to enter into strategic collaborations or alliances, including forming partnerships or joint ventures, in locations such as India, the PRC and Indonesia and if Gogoro is unsuccessful in such strategic collaborations or alliances, Gogoro may fail to realize expected benefits from such transactions or such transactions could harm Gogoro’s existing business.

Gogoro’s success will depend, in part, on its ability to expand its product offerings and grow its business by itself or through local partners in locations such as India, the PRC and Indonesia in response to changing technologies, customer demands and competitive pressures. For example, in 2021, Gogoro announced a plan to form a joint venture with Hero MotoCorp in India, aiming to establishing battery swapping business and a comprehensive operating charging infrastructure network. In 2021, Gogoro announced a partnership with Yadea and DCJ in the PRC, for the same purpose, and strategic partnerships in Indonesia with Gojek and also with GoTo to electrify vehicles operating on GoTo’s ecosystem. Furthermore, in January 2022, Gogoro announced various partnerships in Indonesia. In addition, Gogoro’s success also highly relies on local partners’ successful performance and such local partners may not perform as they expect due to various reasons or factors including the product price or business model and any failure of performance may impact significantly on Gogoro’s success. In some circumstances, Gogoro may determine to do so through collaborating with complementary businesses, including forming joint ventures, rather than through internal development. The identification of suitable alliance and joint venture partner candidates can be difficult, time consuming, and costly, and Gogoro may not be able to successfully complete identified alliances or joint ventures. Other companies may compete with Gogoro for these strategic opportunities. In addition, even if Gogoro successfully completes an alliance or joint venture, Gogoro may not be able to timely and effectively commence operations of any joint venture or

 

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other alliance because the process of integration could be expensive, time consuming and may strain Gogoro’s resources. Furthermore, Gogoro may be required to contribute significant amounts of capital or incur losses in the initial stages of an alliance or joint venture, particularly as selling and marketing activities increase ahead of expected long-term revenue. For example, capital contributions to a joint venture may be necessary in the future if it expands its operations in the PRC, in India or in Indonesia in order to achieve its long-term strategy in those locations. In addition, the process for customers of the alliance or joint venture to comply with local or foreign regulatory requirements that may be required to purchase Gogoro’s products may cause delays in the alliance partner or joint venture’s ability to conduct business. Furthermore, the products and technologies that Gogoro jointly develops or with respect to which it collaborates may not be successful or may require significantly greater resources and investments than Gogoro originally anticipated. Implementing new lines of business or offering new products and services within existing lines of business can affect the sales and profitability of existing lines of business or products and services, including as a result of sales channel conflicts. In addition, Gogoro may not be in a position to exercise sole decision making authority regarding any strategic collaboration, alliance or joint venture, which could result in impasses on decisions or decisions made by Gogoro’s partners, and its partners in such collaborations, alliances or joint ventures may have economic or business interests that are, or may become, inconsistent with Gogoro’s interests.

Collaborations, alliances and joint ventures can be difficult to manage and may involve significant expense and divert the focus and attention of Gogoro’s management and other key personnel away from its existing businesses. With respect to joint ventures, Gogoro may not be able to attract qualified employees, acquire customers or develop reliable supply, distribution or other partnerships. As a result of certain collaborations, alliances and joint ventures Gogoro could face potential damage to existing customer relationships or lack of customer acceptance or inability to attract new customers. These risks could be magnified to the extent that any new collaboration, alliance or joint venture would result in a significant increase in operations in developing markets such as India, the PRC and Indonesia. Future alliances could also result in potentially dilutive issuances of equity securities or the incurrence of debt, contingent liabilities, or expenses or other charges such as in-process research and development, any of which could harm Gogoro’s business and affect its financial results or cause a reduction in the price of Gogoro Ordinary Shares. Further, alliance partners and joint ventures may also operate in foreign jurisdictions with laws and regulations with which Gogoro has limited familiarity, such as India, which could adversely impact its ability to comply with such laws and regulations and may lead to increased litigation risk. Such laws may also offer Gogoro inadequate or less intellectual property protection relative to U.S. laws, which may impact Gogoro’s ability, as well as the ability of the alliance partner and joint venture, to safeguard Gogoro’s respective intellectual property from infringement and misappropriation. As a result of these and other factors, Gogoro may not realize the expected benefits of any collaboration, joint venture or strategic alliance or such benefits may not be realized at expected levels or within the expected time period. The failure to successfully consummate such strategic transactions and effectively integrate and execute following such consummation may have an adverse impact on Gogoro’s growth, profitability, financial position and results of operations.

Gogoro’s success depends on its ability to develop and maintain relationships with its partners, including its OEM partners.

The success of Gogoro’s business depends on its ability to develop and maintain relationships with its partners, including its OEM partners, such as Foxconn, Yadea and DCJ in the PRC, Hero MotoCorp in India and GoTo and Gojek in Indonesia. These relationships help Gogoro access new customers and build brand awareness through co-marketing. In some cases, Gogoro’s OEM partners have agreed to fund capital expenditures related to the build out of Gogoro’s battery swapping station network. If Gogoro fails to maintain or develop relationships with OEMs, or if OEMs opt to partner with competitors rather than Gogoro, its revenues may decline and its business may suffer.

There can be no certainty that Gogoro will be able to identify and contract with suitable additional OEM partners. To the extent Gogoro does identify such partners, it will need to negotiate the terms of a commercial

 

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agreement with such partners. There can be no assurance that Gogoro will be able to negotiate commercially-attractive terms with additional OEM partners, if at all. Gogoro may also be limited in negotiating future commercial agreements by the provisions of its existing contracts such as “most-favored nations” clauses.

Gogoro’s failure to comply with data protection laws and regulations could lead to government enforcement actions and significant penalties against it, and adversely impact its operating results.

The regulatory framework for the collection, use, safeguarding, sharing, transfer and other processing of personal information worldwide is rapidly evolving and is likely to remain uncertain for the foreseeable future. Regulatory authorities in virtually every jurisdiction in which Gogoro operates, including the PRC and other markets, have implemented and are considering a number of legislative and regulatory proposals concerning personal data protection.

Regulatory authorities in the PRC have implemented and are considering a number of legislative and regulatory proposals concerning data protection. For example, the Cyber Security Law of the PRC (the “Cyber Security Law”), which became effective in June 2017, created the PRC’s first national-level data protection regime for “network operators,” which may include all organizations in the PRC that provide services over the Internet or other information network.

Under the Cyber Security Law, the transmission of certain personal information and important data outside of the PRC is only permitted upon the completion of a security assessment conducted by or as determined by the Chinese government. Certain draft regulations, including the Measures for Security Assessment for Cross-border Transfer of Personal Information and Important Data (Draft for Comment), published in 2017, the Measures for Security Assessment for Cross-border Transfer of Personal Information (Draft for Comment), published in 2019, and the Data Export Security Assessment Measures (Draft for Comment), published in 2021, have been proposed by the Chinese government that specify the procedures and stipulate more detailed compliance requirements relating to such assessment, and in certain circumstances, government approval, prior to the transmission of such information and data outside of the PRC.

In addition, the Standing Committee of the National People’s Congress of the PRC promulgated the Data Security Law of the PRC (the “Data Security Law”) on June 10, 2021, which became effective on September 1, 2021. The Data Security Law imposes data security and privacy obligations on entities and individuals carrying out data processing activities, and introduces a data classification and hierarchical protection system. The classification of data is based on its importance in economic and social development, as well as the degree of harm expected to be caused to national security, public interests, or legitimate rights and interests of individuals or organizations if such data is tampered with, destroyed, leaked, or illegally acquired or used. The security assessment mechanism was also included in the Personal Information Protection Law of the PRC (the “Personal Information Protection Law”), which was promulgated in August 2021 and has become effective on November 1, 2021, for the Chinese government to supervise certain cross-border transfers of personal information.

Although currently Gogoro’s PRC subsidiaries are inactive, if these subsidiaries were to become active in the future, under the Cyber Security Law and Data Security Law, Gogoro’s PRC subsidiaries will be required to establish and maintain a comprehensive data and network security management system that will enable Gogoro to monitor and respond appropriately to data security and network security risks. Gogoro’s PRC subsidiaries will need to classify and take appropriate measures to address risks created by its data processing activities and use of networks. Gogoro’s PRC subsidiaries will be obligated to notify affected individuals and appropriate Chinese regulators of and respond to any data security and network security incidents. Furthermore, under the Data Security Law, data categorized as “important data,” which will be determined by governmental authorities in the form of catalogs, is to be processed and handled with a higher level of protection. The notion of important data is not clearly defined by the Cyber Security Law or the Data Security Law. In order to comply with the statutory requirements, Gogoro’s PRC subsidiaries will need to determine whether they possess important data, monitor the important data catalogs that are expected to be published by local governments and departments, perform risk

 

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assessments and ensure they are complying with reporting obligations to applicable regulators. Gogoro’s PRC subsidiaries may also be required to disclose to regulators business-sensitive or network security-sensitive details regarding their processing of important data, and may need to pass the government security review or obtain government approval in order to share important data with offshore recipients, which can include foreign licensors, or share data stored in mainland China with judicial and law enforcement authorities outside of mainland China. If judicial and law enforcement authorities outside mainland China require Gogoro to provide data stored in mainland China, and Gogoro is not able to pass any required government security review or obtain any required government approval to do so, Gogoro may not be able to meet the foreign authorities’ requirements. The potential conflicts in legal obligations could have adverse impact on Gogoro operations in and outside of mainland China.

Furthermore, on November 14, 2021, the CAC released a draft of the Administrative Regulations on Network Data Security (“Draft Regulations”) for public consultation. On December 28, 2021, the CAC, the PRC’s top cyberspace regulator, issued an amendment to the Cybersecurity Review Measures (“Cybersecurity Review Measures”) which have been in effect since June 1, 2020. Under the amendment (i.e., the Measures), the scope of entities required to undergo cybersecurity review to assess national security risks that arise from data processing activities would be expanded to include all critical information infrastructure operators who purchase network products and services and all network platform operators carrying out data processing activities that affect or may affect national security. In addition, the Measures stipulate that all network platform operators that maintain or store the personal information of more than 1 million users and undertake a public listing of securities in a foreign country be required to pass cybersecurity review, which would focus on the potential risk of core data, important data, or a large amount of personal information being stolen, leaked, destroyed, illegally used or exported out of mainland China, or critical information infrastructure being affected, controlled or maliciously used by foreign governments after such a listing.

The Draft Regulations also stipulate that, among other items, for any listing to be done on a security exchange in a foreign country involving a “data processing operator” with personal information of more than one million users, such “data processing operator” shall report to the CAC for a cybersecurity review. The Draft Regulations were released for public comment only, and the draft provisions and anticipated adoption or effective date are subject to changes and thus its interpretation and implementation remain substantially uncertain. We cannot predict the impact of the Draft Regulations, if any, on the operations of Gogoro at this stage.

The national security legal regime imposes stricter data localization requirements on personal information and requires Gogoro’s PRC subsidiaries to undergo cybersecurity or other security review, obtain government approval or certification, or put in place certain contractual protections before transferring personal information out of mainland China. As a result, personal information and important data that Gogoro or its customers, suppliers, and other third parties collect, generate or process in mainland China may be subject to such data localization requirements and heightened regulatory oversight and controls. To comply with these requirements, maintaining local data centers in mainland China, conducting security assessments or obtaining the requisite approvals from the Chinese government for the transmission outside of mainland China of such controlled information and data could significantly increase its operating costs or cause delays or disruptions in its business operations in and outside mainland China. Gogoro expects that the evolving regulatory interpretation and enforcement of the national security legal regime will lead to increased operational and compliance costs and will require Gogoro to continually monitor and, where necessary, make changes to its operations, policies, and procedures. If Gogoro’s operations, or the operations of its SaaS platforms, licensees or partners, are found to be in violation of these requirements, Gogoro may suffer loss, be unable to transfer data out of mainland China, be unable to comply with its contractual requirements, suffer reputational harm or be subject to penalties, including administrative, civil and criminal penalties, damages, fines and the curtailment or restructuring of its operations. If any of these were to occur, it could adversely affect Gogoro’s ability to operate its business and its financial results in the PRC.

Gogoro expects that these data protection and transfer laws and regulations will receive greater attention and focus from regulators going forward, and Gogoro will continue to face uncertainty as to whether its efforts to comply with evolving obligations under data protection, privacy and security laws in the PRC and other countries where Gogoro plans or conducts business will be sufficient.

 

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Any failure or perceived failure by Gogoro’s PRC subsidiaries to comply with applicable laws and regulations could result in reputational damage or proceedings or actions against Gogoro by governmental entities, individuals or others. These proceedings or actions could subject Gogoro to significant civil or criminal penalties and negative publicity, result in the delayed or halted transfer or confiscation of certain personal information, result in the suspension of its PRC operations, require Gogoro to change its business practices, increase its costs and materially harm its business, prospects, financial condition and results of operations. In addition, Gogoro’s current and future relationships with customers, suppliers and other third parties could be negatively affected by any proceedings or actions against Gogoro or current or future data protection obligations imposed on them under applicable law. In addition, a data breach affecting personal information, or a failure to comply with applicable requirements could result in significant management resources, legal and financial exposure and reputational damage that could potentially have a material adverse effect on Gogoro’s business and results of operations in the PRC.

Gogoro’s business is subject to risks associated with construction, cost overruns and delays, and other contingencies that may arise in the course of completing installations, and such risks may increase in the future as Gogoro expands the scope of such services with other parties.

Gogoro does not typically install battery swapping stations at customer sites. These installations are typically performed by Gogoro partners or electrical contractors with an existing relationship with the customer and/ or knowledge of the site. The installation of battery swapping stations at a particular site is generally subject to oversight and regulation in accordance with state and local laws and ordinances relating to building codes, safety, environmental protection and related matters, and typically requires various local and other governmental approvals and permits that may vary by jurisdiction. In addition, building codes, accessibility requirements or regulations may hinder battery swapping site installation because they end up costing the developer or installer more in order to meet the code requirements. Meaningful delays or cost overruns may impact Gogoro’s recognition of revenue in certain cases and/or impact customer relationships, either of which could impact Gogoro’s business and profitability.

Furthermore, Gogoro may in the future elect to install battery sapping stations at customer sites or manage contractors, likely as part of offering customers a turnkey solution. Working with contractors may require Gogoro to obtain licenses or require it or its customers to comply with additional rules, working conditions and other union requirements, which can add costs and complexity to an installation project. In addition, if these contractors are unable to provide timely, thorough and quality installation-related services, customers could fall behind their construction schedules leading to liability to Gogoro or cause customers to become dissatisfied with the solutions Gogoro offers.

Increases in costs, disruption of supply or shortage of materials, in particular for lithium-ion cells and metals, could harm Gogoro’s business.

Gogoro and its suppliers may experience increases in the cost of or a sustained interruption in the supply or shortage of materials. Any such increase, supply interruption or shortage could materially and negatively impact Gogoro’s business, prospects, financial condition and results of operations. Gogoro and its suppliers use various materials in their businesses and products, including for example lithium-ion battery cells and steel, and the prices for these materials fluctuate and may, together with other key components, increase significantly as a result of an increased electrification and demand for materials required to manufacture and assemble battery cells and EVs. The available supply of these materials may be unstable, depending on market conditions and global demand, including as a result of increased production of EVs by Gogoro’s competitors, and could adversely affect Gogoro’s business, financial condition and results of operations. For instance, Gogoro is exposed to multiple risks relating to lithium-ion battery cells. These risks include:

 

   

an increase in the cost, or decrease in the available supply, of materials used in the battery cells;

 

   

disruption in the supply of battery cells due to quality issues or recalls by battery cell manufacturers; and

 

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fluctuations in the value of any foreign currencies in which battery cell and related raw material purchases are or may be denominated against the New Taiwan Dollar.

Gogoro’s business is dependent on the continued supply of battery cells for the battery packs used in its PTWs. Any disruption in the supply of battery cells from Gogoro’s suppliers could disrupt maintenance of its battery swapping station and production of PTWs. Furthermore, fluctuations or shortages in petroleum and other economic conditions may cause Gogoro to experience significant increases in freight charges and material costs. Additionally, Gogoro and other vehicle manufacturers who need integrated circuits for vehicles are experiencing various levels of semiconductor impact due to the current shortage of semiconductors, which could last until 2023. A combination of factors, including increased demand for consumer electronics, automotive shutdowns due to the COVID-19 pandemic, the rapid recovery of demand for vehicles, and long lead times for wafer production, are contributing to the shortage of semiconductors. Gogoro has experienced a shortage in semiconductors and a shortage of semiconductors or other key components could cause a significant disruption to Gogoro’s production schedule. If Gogoro is unable to pre-purchase supply for semiconductors or other key components that may experience shortages, or if Gogoro cannot find other methods to mitigate the impact of any such shortage, then any such short shortage could have a substantial adverse effect on Gogoro’s financial condition or results of operations generally in the same manner it could cause the same for other vehicle and PTW manufacturers. Substantial increases in the prices for Gogoro’s materials or prices charged to it, such as those charged by suppliers of battery cells, semiconductors or other key components, would increase Gogoro’s operating costs, and could reduce Gogoro’s margins if the increased costs cannot be recouped through increased PTW sales. Given the competitive nature of the market Gogoro operates in, it is unlikely that increases in expenses can be passed on to customers. Any attempts to increase PTW prices in response to increased material costs could result in cancellations of orders and reservations and therefore materially and adversely affect Gogoro’s brand, image, business, prospects, financial condition and results of operations. Thus, substantial increases in the prices for Gogoro’s materials or components would materially and adversely affect Gogoro’s business, increase its operating costs and negatively impact its prospects.

If Gogoro fails to offer high-quality support to the battery swapping stations and station suppliers, or fails to maintain strong user experience, its business and reputation will suffer.

Once a customer has installed Gogoro battery swapping stations and subscribed to Gogoro’s services, station owners and drivers will rely on Gogoro to provide support services to resolve any issues that might arise in the future. Rapid and high-quality customer support is important so station owners can provide charging services and drivers can receive reliable charging for their EVs and PTWs. The importance of high-quality customer support will increase as Gogoro seeks to expand its business and pursue new customers and geographies. Any failure to quickly resolve issues and provide effective support, or a market perception that Gogoro does not maintain effective and responsive support, could adversely affect Gogoro’s brand and reputation, its ability to retain customers or sell additional products and services to existing customers, and its business, financial condition, and results of operations.

If Gogoro is unable to attract and retain key employees and hire qualified management, technical, engineering and sales personnel, its ability to compete and successfully grow its business would be harmed.

The loss of the services of any of Gogoro’s key employees or any significant portion of its workforce could disrupt Gogoro’s operations or delay the development, introduction and ramp of its products and services. None of Gogoro’s key employees is bound by an employment agreement for any specific term and Gogoro may not be able to successfully attract and retain senior leadership necessary to grow its business. Gogoro’s future success also depends upon its ability to attract, hire and retain a large number of engineering, manufacturing, marketing, sales and delivery, service, installation, technology and support personnel, especially to support Gogoro’s planned high-volume product sales, market and geographical expansion and technological innovations. Recruiting efforts, particularly for senior employees, may be time-consuming, which may delay the execution of Gogoro’s plans. If Gogoro is not successful in managing these risks, its business, financial condition and results of operations may be harmed.

 

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Employees may leave Gogoro or choose other employers over Gogoro due to various factors, such as a very competitive labor market for talented individuals with automotive or technology experience, or any negative publicity related to Gogoro. In regions where Gogoro has or will have operations, particularly significant engineering and manufacturing centers, there is strong competition for individuals with skillsets needed for Gogoro’s business, including specialized knowledge of EVs, software engineering, manufacturing engineering and electrical and building construction expertise. Gogoro also competes with both mature and prosperous companies that have large financial resources and start-ups and emerging companies that promise short-term growth opportunities.

Gogoro expects to incur research and development costs and devote significant resources to developing new products, which could significantly reduce its profitability and may never result in revenue to Gogoro.

Gogoro’s future growth depends on penetrating new markets, adapting existing products to new applications and customer requirements, and introducing new products that achieve market acceptance. For example, Gogoro recently announced a recently announced a number of pilot programs in Taiwan which are intended to extend the life of its battery packs beyond use in ePTWs. Gogoro has begun the deployment of smart parking meters in New Taipei City, enabling New Taipei to embrace smart city technologies for their paid parking locations that are off the power grid and wirelessly connected. If Gogoro is unable to anticipate technological changes in its industry by introducing new or enhanced products and services in a timely and cost-effective manner, if it fails to introduce products and services that meet market demand, or it does not successfully expand into adjacent markets, it may lose its competitive position, its products may become obsolete, and its business, financial condition or results of operations could be adversely affected.

Gogoro’s success in these new markets depends on a variety of factors, including but not limited to its ability to develop new products, new product features and services that address the customer requirements for these markets, attract a customer base in markets in which it has less experience, compete with new and existing competitors in these adjacent markets, and gain market acceptance of its new products.

Developing Gogoro’s products is expensive, and the investment in product development may involve a long payback cycle. Gogoro’s results of operations will be impacted by the timing and size of these investments. These investments may take several years to generate positive returns, if ever.

Additionally, future market share gains may take longer than planned and cause Gogoro to incur significant costs. Difficulties in any of Gogoro’s new product development efforts or its efforts to enter adjacent markets could adversely affect Gogoro’s operating results and financial condition.

Gogoro may not be able to accurately plan its production based on its sales contracts, which may result in carrying excess raw material inventory.

Gogoro’s sales contracts typically provide for a forecast of 12 months on the quantity of products that its customers may purchase from Gogoro. Gogoro typically has a 12-week lead time to manufacture products to meet its customers’ requirements once Gogoro’s customers place orders with it. To meet this delivery deadline, Gogoro generally makes decisions on its production level and timing, procurement, facility requirements, personnel needs and other resources requirements based on estimates made in light of this forecast, Gogoro’s past dealings with such customers, market conditions and other relevant factors. Gogoro’s customers’ final purchase orders may not be consistent with its estimates. If the final purchase orders substantially differ from Gogoro’s estimates, Gogoro may have excess raw material inventory or material shortages. Excess inventory could result in unprofitable sales or write-offs as Gogoro’s products are susceptible to obsolescence and price declines. Expediting additional material to make up for any shortages within a short time frame could result in unprofitable sales or cause us to adjust delivery dates. In either case, Gogoro’s results of operation would fluctuate from period-to-period.

 

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Gogoro may experience issues with battery cells or other components, which may harm the production and profitability of its energy storage products.

Gogoro’s plan to grow the volume and profitability of its vehicles and energy storage products depends on significant battery cell production. In addition, Gogoro produces several vehicle components, such as battery modules and packs incorporating the cells. In the past, some of the manufacturing lines for certain product components took longer than anticipated to ramp to their full capacity, and additional bottlenecks may arise in the future as Gogoro continues to increase the production rate and introduce new lines. If Gogoro is unable to or otherwise does not maintain and grow its respective operations, or if Gogoro is unable to do so cost-effectively or hire and retain highly-skilled personnel there, its ability to manufacture its products profitably would be limited, which may harm Gogoro’s business, financial condition and results of operations.

Finally, lithium-ion cells can rapidly release the energy they contain by venting smoke and flames in a manner that can ignite nearby materials as well as other lithium-ion cells. Negative public perceptions regarding the suitability of lithium-ion cells or any future incident involving lithium-ion cells, such as a vehicle or other fire, even if such incident does not involve Gogoro’s battery cells, could seriously harm Gogoro’s business and reputation. Any incident involving Gogoro’s battery cells could result in lawsuits, recalls or redesign efforts, all of which would be time consuming and expensive and could harm Gogoro’s brand image. The high volumes of battery cells and battery modules and packs manufactured at Gogoro’s facilities are stored and recycled at its various facilities. Any mishandling of battery cells may cause disruption to the operation of such facilities. While Gogoro has implemented safety procedures related to the handling of the cells, there can be no assurance that a safety issue or fire related to the cells would not disrupt Gogoro’s operations. Any such disruptions or issues may harm Gogoro’s brand and business.

Gogoro may be subject to declining average selling prices, which may harm its revenue and gross profits.

EVs, light EVs and energy storage are subject to declines in average selling prices due to rapidly evolving technologies, industry standards and consumer preferences. As a result, Gogoro’s customers may expect Gogoro as suppliers to cut its costs and lower the price of its products in order to mitigate the negative impact on their own margins.

Gogoro continues to refine and optimize its manufacturing process to provide its top-notch products at competitive prices. Gogoro’s revenue and profitability will suffer if it is unable to offset any declines in its average selling prices by developing new or enhanced products with higher selling prices or gross profit margins, increasing Gogoro’s sales volumes or reducing the material costs of its products on a timely basis.

Gogoro’s products and services may be impacted by service disruptions, outages, errors and performance problems. These disruptions, outages, and other performance problems may result in material and adverse impacts to Gogoro’s business and operations.

Gogoro has previously experienced, and may in the future experience, service disruptions, outages and other performance problems due to a variety of factors, including infrastructure changes, third-party service providers, human or software errors and capacity constraints. If Gogoro’s products or services are unavailable or otherwise fail to function appropriately when customers attempt to access them or they do not operate or perform in a responsive and effective manner, customers may seek other products and services.

Gogoro expects to continue to make significant investments to maintain and improve its software and other aspects of its product and service offerings. To the extent that Gogoro does not effectively address capacity constraints, upgrade its systems as needed and continually develop its technology and network architecture to accommodate actual and anticipated changes in technology, its business, financial condition and results of operations may be harmed.

 

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If Gogoro’s software is unavailable for a significant period of time as a result of such a transition, especially during peak periods, Gogoro could suffer damage to its reputation or brand, or loss of revenues any of which could adversely affect its business, financial condition and results of operations.

Gogoro’s technology could have undetected defects, errors or bugs in hardware, firmware or software, which could reduce market adoption, damage Gogoro’s reputation with current or prospective customers, and/or expose Gogoro to product liability and other claims that could materially and adversely affect its business.

Gogoro may be subject to claims that batteries from its battery swapping stations have malfunctioned and persons were injured or purported to be injured due to latent defects. Any insurance that Gogoro carries may not be sufficient or it may not apply to all situations. Similarly, to the extent that such malfunctions are related to components obtained from third-party vendors, such vendors may not assume responsibility for such malfunctions. Any of these events could adversely affect Gogoro’s brand, reputation, financial condition or results of operations.

Gogoro’s software platform is complex and includes a number of licensed third-party commercial and open-source software libraries. Gogoro’s software may contain latent defects or errors that may be difficult to detect and remediate. Gogoro is continuing to evolve the features and functionality of its platform through updates and enhancements, and as it does, Gogoro may introduce additional defects or errors that may not be detected until after deployment to customers. In addition, if Gogoro’s products and services, including any updates or patches, are not implemented or used correctly or as intended, inadequate performance and disruptions in service may result.

Any defects or errors in product or services offerings, or the perception of such defects or errors, or other performance problems could result in any of the following, each of which could adversely affect Gogoro’s business and results of operations:

 

   

expenditure of significant financial and product development resources, including recalls, in efforts to analyze, correct, eliminate or work around errors or defects;

 

   

loss of existing or potential customers or partners;

 

   

interruptions or delays in sales;

 

   

equipment replacements;

 

   

delayed or lost revenue;

 

   

delay or failure to attain market acceptance;

 

   

delay in the development or release of new functionality or improvements;

 

   

negative publicity and reputational harm;

 

   

sales credits or refunds;

 

   

exposure of confidential or proprietary information;

 

   

diversion of development and customer service resources;

 

   

breach of warranty claims;

 

   

legal claims under applicable laws, rules and regulations; and

 

   

the expense and risk of litigation.

Gogoro also faces the risk that any contractual protections it seeks to include in its agreements with customers are rejected, not implemented uniformly or may not fully or effectively protect from claims by customers, reseller, business partners or other third parties. In addition, any insurance coverage or

 

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indemnification obligations of suppliers for Gogoro’s benefit may not adequately cover all such claims, or cover only a portion of such claims. A successful product liability, warranty, or other similar claim could have an adverse effect on Gogoro’s business, financial condition and results of operations. In addition, even claims that ultimately are unsuccessful could result in expenditure of funds in litigation, divert management’s time and other resources and cause reputational harm.

Gogoro’s insurance coverage strategy may not be adequate to protect it from all business risks.

Gogoro may be subject, in the ordinary course of business, to losses resulting from products liability, accidents, acts of God and other claims against Gogoro, for which it may have no insurance coverage. As a general matter, Gogoro does not maintain as much insurance coverage as many other companies do, and in some cases, Gogoro does not maintain any at all. Additionally, the policies that Gogoro does have may include significant deductibles or self-insured retentions, policy limitations and exclusions, and Gogoro cannot be certain that its insurance coverage will be sufficient to cover all future losses or claims against it. A loss that is uninsured or which exceeds policy limits may require Gogoro to pay substantial amounts, which may harm its financial condition and results of operations.

Gogoro may choose to or be compelled to undertake product recalls or take other similar actions.

As a manufacturing company, Gogoro must manage the risk of product recalls with respect to its products. In addition to recalls that might be initiated by Gogoro for various causes, testing of or investigations into Gogoro’s products by government regulators or industry groups may compel Gogoro to initiate product recalls or may result in negative public perceptions about the safety of its products, even if it disagrees with the defect determination or has data that shows the actual safety risk to be non-existent. Gogoro has initiated product recalls three times since its first vehicle launch in 2015, which occurred in 2017, 2018, and 2020 respectively. In the future, Gogoro may voluntarily or involuntarily initiate recalls if any of its products are determined by Gogoro or a regulator to contain a safety defect or be noncompliant with applicable laws and regulations. Such recalls, whether voluntary or involuntary or caused by systems or components engineered or manufactured by Gogoro or its suppliers, has previously resulted in and could in the future result in significant expense, supply chain complications and service burdens, and may harm Gogoro’s brand, business, prospects, financial condition and results of operations.

Any legal proceedings or claims against Gogoro could be costly and time-consuming to defend and could harm its reputation regardless of the outcome.

Gogoro is and/or may in the future become subject to legal proceedings and claims that arise in the ordinary course of business, including intellectual property, data privacy, product liability, employment, class action, whistleblower and other litigation claims, and governmental and other regulatory investigations and proceedings. Such matters can be time-consuming, divert management’s attention and resources, cause Gogoro to incur significant expenses or liability, or require Gogoro to change its business practices. In addition, the expense of litigation and the timing of this expense from period to period are difficult to estimate, subject to change, and could adversely affect Gogoro’s financial condition and results of operations. For example, on December 26, 2019, Stone Energy Technology Corporation (“Stone Energy”) filed a lawsuit for patent infringement against Gogoro Taiwan Limited, Gogoro Network, Gogoro Network (Cayman) Taiwan Branch and Gogoro Taiwan Sales and Services Limited in the Intellectual Property Court of Taiwan, in which the patent numbers I308406 and I423140 are asserted, with claimed amount of NTD 350,000,000. On May 28, 2021, the Intellectual Property Court dismissed all claims of Stone Energy. Stone Energy has appealed with a trimmed claim amount. As of the date hereof, this appeal is pending before the Intellectual Property and Commercial Court. Because of the potential risks, expenses, and uncertainties of litigation, Gogoro may, from time to time, settle disputes, even where it has meritorious claims or defenses, by agreeing to settlement agreements. Any of the foregoing could adversely affect Gogoro’s business, financial condition, and results of operations.

 

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Growing Gogoro’s customer base depends upon the effective operation of its mobile applications with mobile operating systems, networks and standards that Gogoro does not control.

Gogoro is dependent on the interoperability of its mobile applications with popular mobile operating systems that it does not control, such as Google’s Android and Apple’s iOS, and any changes in such systems that degrade Gogoro’s products’ functionality or give preferential treatment to competitive products could adversely affect the usage of Gogoro’s applications on mobile devices. Additionally, in order to deliver high quality mobile products, it is important that Gogoro’s products work well with a range of mobile technologies, systems, networks and standards that Gogoro does not control. Gogoro may not be successful in developing relationships with key participants in the mobile industry or in developing products that operate effectively with these technologies, systems, networks or standards.

Gogoro’s business will depend on customers renewing their services subscriptions. If customers do not continue to use Gogoro’s subscription offerings, its business, financial condition and results of operations will be adversely affected.

In addition to selling PTWs, Gogoro also depends on customers continuing to subscribe to its EV charging services through its battery swapping stations and extended warranty coverages. Therefore, it is important that customers renew their subscriptions when the contract term expires and add additional services to their subscriptions. Customers may decide not to renew their subscriptions with a similar contract period, at the same prices or terms or with the same or a greater number of users, stations or level of functionality. Customer retention may decline or fluctuate as a result of a number of factors, including satisfaction with software and features, functionality of the batteries from the battery swapping stations, prices, features and pricing of competing products, reductions in spending levels, mergers and acquisitions involving customers and deteriorating general economic conditions.

If customers do not renew their subscriptions, if they renew on less favorable terms or if they fail to add products or services, Gogoro’s business, financial condition and results of operations will be adversely affected.

Gogoro may be unable to leverage customer data in all geographic locations, and this limitation may impact research and development operations.

Gogoro relies on data collected through battery swapping stations or its mobile application. Gogoro uses this data in connection with the research, development and analysis of its technologies, creating and delivering value-add customer services, and in assessing future battery swapping locations as well as swapping station capacities. Gogoro’s inability to obtain necessary rights to use and otherwise process this data or freely transfer this data out of, for example, India or the PRC, could result in delays or otherwise negatively impact its research and development and expansion efforts and limit its ability to derive revenues from value-add customer services. For instance, laws and regulations relating to privacy, data protection, and cybersecurity may limit Gogoro’s ability to make intelligent, data driven business decisions conduct micro-targeting marketing strategy or provide micro-targeting based offering to PTW drivers.

Gogoro’s battery swapping stations are often located in areas that are publicly accessible and may be exposed to vandalism or misuse by customers or other individuals, which would increase Gogoro’s replacement and maintenance costs.

Gogoro’s battery swapping stations may also be exposed to vandalism or misuse by customers and other individuals, increasing wear and tear of the equipment. Such increased wear and tear could shorten the usable lifespan of the batteries and require Gogoro to increase its spending on replacement and maintenance costs.

Should Gogoro pursue acquisitions in the future, it would be subject to risks associated with acquisitions.

Gogoro may acquire additional assets, products, technologies or businesses that are complementary to its existing business. The process of identifying and consummating acquisitions and the subsequent integration of

 

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new assets and businesses into Gogoro’s own business would require attention from management and could result in a diversion of resources from its existing business, which in turn could have an adverse effect on its operations. Acquired assets or businesses may not generate the expected financial results. Acquisitions could also result in the use of cash, potentially dilutive issuances of equity securities, the occurrence of goodwill impairment charges, amortization expenses for other intangible assets and exposure to potential unknown liabilities of the acquired business.

If Gogoro completes future acquisitions, it may not ultimately strengthen its competitive position or achieve its goals and business strategy; Gogoro may be subject to claims or liabilities assumed from an acquired company, product, or technology; acquisitions Gogoro completes could be viewed negatively by its customers, investors, and securities analysts; and Gogoro may incur costs and expenses necessary to address an acquired company’s failure to comply with laws and governmental rules and regulations. Additionally, Gogoro may be subject to litigation or other claims in connection with the acquired company, including claims from terminated employees, former shareholders or other third parties, which may differ from or be more significant than the risks Gogoro’s business faces. If Gogoro is unsuccessful at integrating future acquisitions in a timely manner, or the technologies and operations associated with such acquisitions, the revenue and operating results of the combined company could be adversely affected. Any integration process may require significant time and resources, which may disrupt Gogoro’s ongoing business and divert management’s attention, and Gogoro may not be able to manage the integration process successfully or in a timely manner. Gogoro may not successfully evaluate or utilize the acquired technology or personnel, realize anticipated synergies from the acquisition, or accurately forecast the financial impact of an acquisition transaction and integration of such acquisition, including accounting charges and any potential impairment of goodwill and intangible assets recognized in connection with such acquisitions. Gogoro may have to pay cash, incur debt, or issue equity or equity-linked securities to pay for any future acquisitions, each of which could adversely affect its financial condition or the market price of Gogoro Ordinary Shares. Furthermore, the sale of equity or issuance of equity-linked debt to finance any future acquisitions could result in dilution to Gogoro’s shareholders. The occurrence of any of these risks could harm Gogoro business, financial condition, and results of operations.

Changes in subscriptions or pricing models may not be reflected in near-term operating results.

Gogoro generally recognizes subscription revenue from customers ratably over the terms of their contracts. As a result, most of the subscription revenue reported in each quarter is derived from the recognition of deferred revenue relating to subscriptions entered into during previous quarters. Consequently, a decline in new or renewed subscriptions in any single quarter will likely have only a small impact on revenue for that quarter. However, such a decline will negatively affect revenue in future quarters. In addition, the severity and duration of events may not be predictable and their effects could extend beyond a single quarter. Accordingly, the effect of significant downturns in sales and market acceptance of subscription services, and potential changes in pricing policies or rate of renewals, may not be fully apparent until future periods.

Gogoro may need to raise additional funds and these funds may not be available when needed or may be available only on unfavorable terms.

Gogoro may need to raise additional capital in the future to further scale its business and expand to additional markets. For example, Gogoro’s capital budget assumes, among others, that (i) Poema Global will satisfy its condition precedent under the Merger Agreement that the available cash held in Poema Global’s Trust Account at the closing of the Business Combination after deducing the amount required to satisfy Poema Global Public Shareholders’ redemption requests and net of any unpaid or contingent liabilities of Poema Global plus proceeds from the PIPE Investment and the Permitted Equity Financing shall equal to or exceed $400 million, which is a condition that Gogoro may choose to waive if not satisfied, and (ii) Gogoro’s development timeline progresses as planned and corresponding expenditures are consistent with current expectations, both of which are subject to various risks and uncertainties, including those described herein. Gogoro may raise additional funds through the issuance of equity, equity-related or debt securities, or through obtaining credit from government or

 

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financial institutions. Gogoro cannot be certain that additional funds will be available on favorable terms when required, or at all. If Gogoro cannot raise additional funds when needed, its financial condition, results of operations, business and prospects could be materially and adversely affected. If Gogoro raises funds through the issuance of debt securities or through loan arrangements, the terms of which could require significant interest payments, contain covenants that restrict Gogoro’s business, or other unfavorable terms. In addition, to the extent Gogoro raises funds through the sale of additional equity securities, Gogoro shareholders would experience additional dilution.

Gogoro is exposed to fluctuations in currency exchange rates.

Gogoro transacts business globally in multiple currencies and has foreign currency risks related to its revenue, costs of revenue and operating expenses currently primarily the New Taiwan Dollar. In addition, a portion of Gogoro’s costs and expenses have been, and Gogoro anticipates will continue to be, denominated in foreign currencies, including the Chinese yuan. Moreover, while Gogoro undertakes limited hedging activities intended to offset the impact of currency translation exposure, it is impossible to predict or eliminate such impact. As a result, Gogoro’s operating results may be harmed.

The value of the Chinese yuan against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in political and economic conditions and the foreign exchange policy adopted by the PRC government. In August 2015, the People’s Bank of China, or PBOC, changed the way it calculates the mid-point price of the Chinese yuan against the U.S. dollar, requiring the market-makers that submit for reference rates to consider the previous day’s closing spot rate, foreign-exchange demand and supply as well as changes in major currency rates. In 2017, the value of the Chinese yuan appreciated by approximately 6.3% against the U.S. dollar; and in 2018, the Chinese yuan depreciated by approximately 5.7% against the U.S. dollar. From the end of 2018 through the end of June 2021, the value of the Chinese yuan appreciated by approximately 7.2% against the U.S. dollar. It is difficult to predict how market forces or PRC or U.S. government policy, including any interest rate increases by the Federal Reserve, may impact the exchange rate between the Chinese yuan and the U.S. dollar in the future. There remains significant international pressure on the PRC government to adopt a more flexible currency policy, including from the U.S. government, which has threatened to label the PRC as a “currency manipulator,” which could result in greater fluctuation of the Chinese yuan against the U.S. dollar.

Gogoro faces risks related to health pandemics, including the COVID-19 pandemic, which could have a material adverse effect on Gogoro’s business and results of operations.

The impact of COVID-19, including changes in consumer and business behavior, pandemic fears and market downturns, and restrictions on business and individual activities, has created significant volatility in the global economy and has led to reduced economic activity. The spread of COVID-19 has also created a disruption in the manufacturing, delivery and overall supply chain of vehicle manufacturers and suppliers and has led to a decrease in EV sales in markets around the world. Any sustained downturn in demand for EVs would harm Gogoro’s business. For example, Gogoro’s sales decreased due to impacts of the COVID-19 pandemic, including but not limited to, a delay on an electric scooter subsidy to consumers, and a soft lock-down in the second quarter of 2021 and negative impacts on Gogoro’s battery-swapping energy services since riders reduced the commute and travel distance.

The pandemic has resulted in government authorities implementing numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, stay-at-home or shelter-in-place orders and business shutdowns. These measures may adversely impact Gogoro’s employees and operations and the operations of its customers, suppliers, vendors and business partners, and may negatively impact demand for EV battery swapping stations, particularly at workplaces. These measures by government authorities may remain in place for a significant period of time and may adversely affect manufacturing and building plans, sales and marketing activities, business and results of operations.

 

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Gogoro had initially modified its business practices by recommending that all non-essential personnel work from home and cancelling or reducing physical participation in sales activities, meetings, events and conferences. Gogoro has also implemented additional safety protocols for essential workers, has implemented cost cutting measures in order to reduce its operating costs, some of which it recently reversed, and may take further actions as may be required by government authorities or that it determines are in the best interests of its employees, customers, suppliers, vendors and business partners. There is no certainty that such actions will be sufficient to mitigate the risks posed by the virus or otherwise be satisfactory to government authorities. If significant portions of Gogoro’s workforce are unable to work effectively, including due to illness, quarantines, social distancing, government actions or other restrictions in connection with the COVID-19 pandemic, its operations will be negatively impacted. Furthermore, if significant portions of its customers’ or potential customers’ workforces are subject to stay-at-home orders or otherwise have substantial numbers of their employees working remotely for sustained periods of time, user demand for battery swapping stations and services will decline.

The extent to which the COVID-19 pandemic impacts Gogoro’s business, prospects and results of operations will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the duration and spread of the pandemic, its severity, the actions to contain the virus or treat its impact, and when and to what extent normal economic and operating activities can resume. The COVID-19 pandemic could limit the ability of customers, suppliers, vendors and business partners to perform, including third-party suppliers’ ability to provide components and materials used in batteries or in providing installation or maintenance services. Even after the COVID-19 pandemic has subsided, Gogoro may continue to experience an adverse impact to its business as a result of its global economic impact, including any recession that has occurred or may occur in the future.

Specifically, difficult macroeconomic conditions, such as decreases in per capita income and level of disposable income, increased and prolonged unemployment or a decline in consumer confidence as a result of the COVID-19 pandemic, as well as reduced spending by businesses, could each have a material adverse effect on the demand for Gogoro’s products and services.

Gogoro faces strong competition for its products and services from a growing list of established and new competitors.

The EV and PTW market is relatively new and competition is still developing. Large early-stage markets, such as India, require early engagement across verticals and customers to gain market share, and ongoing effort to scale channels, installers, teams and processes. Some Indian customers require solutions not yet available and Gogoro’s planned entrance into India will require establishing itself against existing competitors. In addition, there are multiple competitors in India with limited funding, which could cause poor experiences, hampering overall EV and PTW adoption or trust in any particular provider.

Further, Gogoro’s current or potential competitors may be acquired by third parties with greater available resources. As a result, competitors may be able to respond more quickly and effectively than Gogoro to new or changing opportunities, technologies, standards or customer requirements and may have the ability to initiate or withstand substantial price competition. In addition, competitors may in the future establish cooperative relationships with vendors of complementary products, technologies or services to increase the availability of their solutions in the marketplace. This competition may also materialize in the form of costly intellectual property disputes or litigation.

In the event that the market for EV charging continues to expand, Gogoro expects that competition will intensify as additional competitors enter the market and current competitors expand their product lines. New competitors or alliances may emerge in the future that have greater market share, more widely adopted proprietary technologies, greater marketing expertise and greater financial resources, which could put Gogoro at a competitive disadvantage. Future competitors could also be better positioned to serve certain segments of Gogoro’s current or future target markets, which could create price pressure. In light of these factors, even if

 

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Gogoro’s offerings are more effective and higher quality than those of its competitors, current or potential customers may accept competitive solutions. If Gogoro fails to adapt to changing market conditions or continue to compete successfully with current charging providers or new competitors, its growth will be limited which would adversely affect its business and results of operations.

Gogoro faces substantial political risks associated with doing business in Taiwan and in mainland China, including obtaining certain approvals from the Investment Commission of the Ministry of Economic Affairs in Taiwan, particularly due to the relationship between Taiwan and mainland China.

Gogoro’s principal executive offices and substantially all of its assets are located in Taiwan, and substantially all of its revenues are derived from its operations in Taiwan. Accordingly, Gogoro’s business, financial condition and results of operations and the market price of Gogoro Ordinary Shares may be affected by changes in Taiwan’s governmental policies, taxation, inflation or interest rates and by social instability and diplomatic and social developments in or affecting Taiwan which are outside of Gogoro’s control. Taiwan has a unique international political status. The PRC government asserts sovereignty over mainland China and Taiwan and does not recognize the legitimacy of the government of Taiwan. The PRC government has indicated that it may use military force to gain control over Taiwan if Taiwan declares independence or if Taiwan refuses to accept the PRC’s stated “One China” policy. In addition, on March 14, 2005, the National People’s Congress of the PRC passed what is widely referred to as the “anti-secession” law, a law authorizing the PRC military to respond to efforts by Taiwan to seek formal independence. An increase in tensions between Taiwan and the PRC and the possibility of instability and uncertainty could adversely affect the prices of Gogoro’s shares. It is unclear what effects any of the events described above may have on relations with the PRC. Relations between Taiwan and the PRC and other factors affecting Taiwan’s political environment could affect Gogoro’s business.

Gogoro’s estimates of market opportunity and forecasts of market growth may prove to be inaccurate.

From time to time, Gogoro makes statements with estimates of the addressable market for its solutions and the EV and PTW market in general. Market opportunity estimates and growth forecasts, whether obtained from third-party sources or developed internally, are subject to significant uncertainty and are based on assumptions and estimates that may prove to be inaccurate. This is especially so at the present time due to the uncertain and rapidly changing projections of the severity, magnitude and duration of the current COVID-19 pandemic. The estimates and forecasts relating to the size and expected growth of the target market, market demand and adoption, capacity to address this demand and pricing may also prove to be inaccurate. In particular, estimates regarding the current and projected market opportunity are difficult to predict. The estimated addressable market may not materialize for many years, if ever, and even if the markets meet the size estimates and growth forecasts, Gogoro’s business could fail to grow at similar rates.

Concentration of ownership among Gogoro’s existing executive officers, directors and their affiliates may prevent new investors from influencing significant corporate decisions.

Upon the consummation of the Business Combination, Gogoro’s directors, executive officers and their affiliates as a group will beneficially own approximately             % of the outstanding Gogoro Ordinary Shares. As a result, these shareholders will be able to exercise a significant level of control over all matters requiring shareholder approval, including the election of directors, any amendment of the articles of association and approval of significant corporate transactions. This control could have the effect of delaying or preventing a change of control or changes in management and will make the approval of certain transactions difficult or impossible without the support of these shareholder.

Restrictions imposed by Gogoro’s outstanding indebtedness and any future indebtedness may limit Gogoro’s ability to operate its business and to finance its future operations or capital needs or to engage in acquisitions or other business activities necessary to achieve growth.

Gogoro has three term loan facilities in place with Mega International Commercial Bank Co. Ltd., in its individual capacity or as agent and a syndicate of lenders. Gogoro’s term loan facilities include a number of

 

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covenants that limit Gogoro’s ability to, among other things, incur additional indebtedness, incur liens on Gogoro’s assets, engage in consolidations, amalgamations, mergers, liquidations, dissolutions or dispositions, sell or otherwise dispose of Gogoro’s assets, pay dividends or distributions on, or make repurchases or redemptions of, Gogoro’s shares, acquire other businesses (by way of asset purchase, share purchase, or otherwise), make loans, capital contributions, or other investments, or enter into any other transactions outside of the ordinary course of business. In addition, Gogoro must maintain a minimum liquidity ratio and a maximum ratio of total debt to shareholder equity. The terms of Gogoro’s term loan facilities restrict Gogoro’s current and future operations and could adversely affect Gogoro’s ability to finance its future operations or capital needs or take advantage of financing opportunities, mergers, acquisitions, investments, and other corporate opportunities that may be beneficial to Gogoro’s business. In addition, complying with these covenants may make it more difficult for Gogoro to successfully execute its business strategy and compete against companies which are not subject to such restrictions.

Gogoro cannot guarantee that it will be able to maintain compliance with the covenants in its term loan facilities or, if Gogoro fails to do so, that Gogoro will be able to obtain waivers from the lender and/or amend the covenants. A failure by Gogoro to comply with the covenants specified in the loan agreements would, absent cure or waiver, result in an event of default under the agreements, which would give the lender the right to suspend further draws of term loan and to declare all outstanding obligations immediately due and payable. If Gogoro’s obligations under its term loan facilities were to be accelerated, Gogoro may not have sufficient cash or be able to borrow sufficient funds to refinance the obligations or sell sufficient assets to repay the obligations, which could adversely affect Gogoro’s business, financial condition and results of operations. Even if Gogoro were able to obtain new financing, it may not be on commercially reasonable terms or on terms that are acceptable to Gogoro. Any event of default could also result in an increase in the interest rates applicable to Gogoro’s term loan facilities, and may result in the acceleration of or default under any other indebtedness Gogoro may incur in the future to which a cross-acceleration or cross-default provision applies. In addition, during the existence of an event of default under Gogoro’s term loan facilities, the lender could exercise its rights and remedies thereunder, including by way of initiating foreclosure proceedings the collateral for its obligations.

Risks Related to EV and PTW Market

Changes to fuel economy standards or the success of alternative fuels may negatively impact the EV market and thus the demand for Gogoro’s products and services.

As regulatory initiatives have required an increase in the mileage capabilities of cars, consumption of renewable transportation fuels, such as ethanol and biodiesel, and consumer acceptance of EVs, PTWs and other alternative vehicles has been increasing. If fuel efficiency of non-EVs continues to rise, whether as the result of regulations or otherwise, and affordability of vehicles using renewable transportation fuels improves, the demand for electric and high energy vehicles could diminish. In addition, the EV and PTW fueling model is different than gas or other fuel models, requiring behavior change and education of influencers, consumers and others such as regulatory bodies. Developments in alternative technologies, such as advanced diesel, ethanol, fuel cells or compressed natural gas, or improvements in the fuel economy of the internal combustion engine, may materially and adversely affect demand for EVs, PTWs and battery swapping stations. For example, fuel which is abundant and relatively inexpensive in the United States, such as compressed natural gas, may emerge as preferred alternative to petroleum-based propulsion. Regulatory bodies may also adopt rules that substantially favor certain alternatives to petroleum-based propulsion over others, which may not necessarily be EVs or PTWs. Various jurisdictions have announced plans to institute low carbon fuel standards that, if adopted, would lead to an increase in the consumption of renewable transportation fuels. This may impose additional obstacles to the purchase of EVs and PTWs or the development of a more ubiquitous EV market. If any of the above cause or contribute to consumers or businesses to no longer purchase EVs or PTWs or purchase them at a lower rate, it would materially and adversely affect Gogoro’s business, financial condition, results of operations and prospects.

 

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Gogoro’s growth and success are highly correlated with and thus dependent upon the continuing rapid adoption of and demand for EVs and PTWs.

Gogoro’s growth is highly dependent upon the adoption of EVs and PTWs both by businesses and consumers. The market for EVs and PTWs is still rapidly evolving, characterized by rapidly changing technologies, increasing consumer choice as it relates to available EV and PTW models, their pricing and performance, evolving government regulation and industry standards, changing consumer preferences and behaviors, intensifying levels of concern related to environmental issues, and governmental initiatives related to climate change and the environment generally. Gogoro’s revenues are driven in large part by EV and PTW drivers’ driving and charging behavior. Potential shifts in behavior may include but are not limited to changes in annual vehicle miles traveled, preferences for urban vs suburban vs rural and public vs private charging or use of battery swapping stations, demand from rideshare or urban delivery fleets, and the emergence of autonomous vehicles and/or new forms of mobility. Although demand for EVs and PTWs has grown in recent years, there is no guarantee of continuing future demand. If the market for EVs and PTWs develops more slowly than expected, or if demand for EVs and PTWs decreases, Gogoro’s growth would be reduced and Gogoro’s business, prospects, financial condition and results of operations would be harmed. The market for EVs and PTWs could be affected by numerous factors, such as:

 

   

perceptions about EV and PTW features, quality, driver experience, safety, performance and cost;

 

   

perceptions about the limited range over which EVs or PTWs may be driven on a single battery charge or on a single battery and about availability and access to sufficient public EV charging stations or battery swapping stations;

 

   

competition, including from other types of alternative fuel vehicles (such as hydrogen fuel cell vehicles), plug-in hybrid EVs and high fuel-economy internal combustion engine (“ICE”) vehicles;

 

   

increases in fuel efficiency in legacy ICE and hybrid vehicles;

 

   

volatility in the price of gasoline and diesel at the pump;

 

   

EV and PTW supply chain disruptions including but not limited to availability of certain components (e.g. semiconductors), ability of EV and PTW OEMs to ramp-up EV and PTW production, availability of batteries, and battery materials;

 

   

concerns regarding the stability of the electrical grid;

 

   

the decline of an EV or PTW battery’s ability to hold a charge over time;

 

   

availability of service for EVs and PTWs;

 

   

consumers’ perception about the convenience, speed, and cost of battery swapping;

 

   

government regulations and economic incentives promoting fuel efficiency and alternate forms of energy;

 

   

the availability of tax and other governmental incentives (such as tax credits and rebates), including adverse changes in, or expiration of, favorable tax incentives related to EVs and PTWs, EV charging stations and battery swapping stations or decarbonization generally;

 

   

relaxation of government mandates or quotas regarding the sale of EVs and PTWs; the number, price and variety of EV and PTW models available for purchase; and

 

   

concerns about the future viability of EV and PTW manufacturers.

In addition, sales of vehicles in the automotive industry can be cyclical, which may affect growth in acceptance of EVs and PTWs. For example, Gogoro’s sales decreased due to impacts of the COVID-19 pandemic, including but not limited to, (i) decreases in traffic and travel, which impacted the amount of customers purchasing and using Gogoro’s products, (ii) the fall of gas prices, which resulted in the increase in

 

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sales of gas-powered scooters, and (iii) reduced traffic to in-person retail locations, which impacted the sales of Gogoro’s physical store locations. Further, sales decreased in 2020 due to a government changed subsidy program on gas scooters, which led to higher replacement demand on gas scooter products and negatively impacted the sale of PTWs. Going forward, it is uncertain how macroeconomic factors will impact demand for EVs and PTWs, particularly since they can be more expensive than traditional gasoline-powered vehicles, when the automotive industry globally has been experiencing a recent decline in sales.

While many global OEMs and several new market entrants have announced plans for new EV and PTW models, the lineup of EV and PTW models with increasing fast charging needs or longer battery charge expected to come to market over the next several years may not materialize in that timeframe or may fail to attract sufficient customer demand. Demand for EVs and PTWs may also be affected by factors directly impacting automobile prices or the cost of purchasing and operating automobiles, such as sales and financing incentives, prices of raw materials and parts and components, cost of fuel and governmental regulations, including tariffs, import regulation and other taxes. Volatility in demand may lead to lower vehicle unit sales, which may result in reduced demand for EV and PTW charging solutions and therefore adversely affect Gogoro’s business, financial condition and results of operations.

The EV and PTW markets are characterized by rapid technological change, which requires Gogoro to continue to develop new products and product innovations. Any delays in such development could adversely affect market adoption of Gogoro’s products and Gogoro’s financial results.

Continuing technological changes in battery and other EV and PTW technologies could adversely affect adoption of current EV and PTW battery technology, continuing and increasing reliance on EV and PTW charging infrastructure and battery swapping stations and/or the use of Gogoro’s products and services. Gogoro’s future success will depend in part upon Gogoro’s ability to develop and introduce a variety of new capabilities and innovations to its existing product offerings, as well as introduce a variety of new product offerings to address the changing needs of the EV and PTW battery market.

As EV and PTW technologies change, Gogoro may need to upgrade or adapt its battery charging and battery swapping station technology and introduce new products and services in order to serve the EV and PTW market, in particular battery technology, which could involve substantial costs. Even if Gogoro is able to keep pace with changes in technology and develop new products and services, Gogoro’s research and development expenses could increase, its gross margins could be adversely affected in some periods and its prior products could become obsolete more quickly than expected.

Gogoro cannot guarantee that any new products will be released in a timely manner, or at all, or achieve market acceptance. Delays in delivering new products that meet customer requirements could damage Gogoro’s relationships with customers and lead them to seek alternative products or services. Delays in introducing products and innovations or the failure to offer innovative products or services at competitive prices may cause existing and potential customers to use Gogoro’s competitors’ products or services.

If Gogoro is unable to devote adequate resources to develop products or cannot otherwise successfully develop products or services that meet customer requirements on a timely basis or that remain competitive with technological alternatives, Gogoro’s products and services could lose market share, its revenue will decline, Gogoro may experience higher operating losses and its business and prospects will be adversely affected.

The current lack of industry standards may lead to uncertainty, additional competition and further unexpected costs.

Lack of industry standards for EV and PTW station management, coupled with utilities and other large organizations mandating their own adoption of specifications that have not become widely adopted in the industry, may hinder innovation or slow new product or new feature introduction.

 

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In addition, automobile manufacturers may use their size and market position to influence the market, which could limit Gogoro’s market and reach to customers, negatively impacting its business.

Further, should regulatory bodies later impose a standard that is not compatible with Gogoro’s infrastructure, it may incur significant costs to adapt its business model to the new regulatory standard, which may require significant time and, as a result, may have a material adverse effect on its revenue or results of operations.

The EV market currently benefits from the availability of rebates, tax credits and other financial incentives from governments, utilities and others to offset the purchase or operating cost of EVs and EV battery swapping stations. The reduction, modification or elimination of such benefits could adversely affect Gogoro’s financial results.

The government provides incentives to end users and purchasers of EVs and EV battery swapping stations in the form of rebates, tax credits, and other financial incentives. The EV market relies on these governmental rebates, tax credits, and other financial incentives to significantly lower the effective price of EVs and EV battery swapping stations. For example, laws compelling the reduction of greenhouse gas emissions could create opportunity for increased sales of Gogoro’s products and services. Incentives, including tax credits and rebates for purchases of EVs and EV battery swapping stations to reduce greenhouse gas emissions, creates a climate in which our sales may increase. However, these incentives may expire on a particular date, end when the allocated funding is exhausted, be reduced or terminated as a matter of regulatory or legislative policy, or be allocated to alternative industries, such as gas-powered markets. For example, sales decreased in 2020 due to a government changed subsidy program on gas scooters, which led to higher replacement demand on gas scooter products and negatively impacted the sale of PTWs. In addition, new tariffs and policies that could incentivize overbuilding of infrastructure may also have a negative impact on the economics of Gogoro’s stations. Furthermore, new tariffs and policy incentives could be put in place by the government that favor equipment manufactured by or assembled at specific factory locations and geographies, which may put Gogoro’s battery swapping equipment vendors at a competitive disadvantage, including by increasing the cost or delaying the availability of battery swapping equipment, by challenging or eliminating Gogoro’s ability to apply or qualify for grants and other government incentives, or by disqualifying Gogoro from the ability to compete for certain battery swapping infrastructure buildout solicitations and programs, including those initiated by government agencies.

Risks Related to Gogoro’s Technology, Intellectual Property and Privacy

Gogoro’s business may be adversely affected if it is unable to protect its technology and intellectual property from unauthorized use by third parties.

Gogoro’s success depends, at least in part, on its ability to protect its core technology and intellectual property. To accomplish this, Gogoro relies on, and plans to continue relying on, a combination of trade secrets (including know-how), employee and third-party nondisclosure agreements, copyright, trademarks, intellectual property licenses and other contractual rights to retain ownership of, and protect, its technology. Failure to adequately protect Gogoro’s technology and intellectual property could result in competitors offering similar products, potentially resulting in the loss of some of Gogoro’s competitive advantage and a decrease in revenue which would adversely affect Gogoro’s business, prospects, financial condition and results of operations.

The measures Gogoro takes to protect its technology intellectual property from unauthorized use by others may not be effective for various reasons, including the following:

 

   

the patent application Gogoro has submitted may not result in the issuance of any patents;

 

   

the scope of any issued patents that may result from the pending patent application may not be broad enough to protect proprietary rights;

 

   

the costs associated with enforcing patents, trademarks, confidentiality and invention agreements or other intellectual property rights may make enforcement impracticable;

 

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current and future competitors may circumvent patents or independently develop similar inventions, trade secrets or works of authorship, such as software;

 

   

know-how and other proprietary information Gogoro purports to hold as a trade secret may not qualify as a trade secret under applicable laws; and

 

   

proprietary designs and technology embodied in Gogoro’s products may be discoverable by third parties through means that do not constitute violations of applicable laws.

Intellectual property and trade secret laws vary significantly throughout the world. Further, policing the unauthorized use of Gogoro’s intellectual property in foreign jurisdictions may be costly, difficult or even impossible.

Any issued patent which may result from the pending patent application may come to be considered “standards essential.” If this is the case, Gogoro may be required to license certain technology on “fair, reasonable and non-discriminatory” terms, decreasing revenue. Further, competitors, vendors, or customers may, in certain instances, be free to create variations or derivative works of Gogoro’s technology and intellectual property, and those derivative works may become directly competitive with Gogoro’s offerings. Finally, Gogoro may not be able to leverage, or obtain ownership of, all technology and intellectual property developed by its vendors in connection with design and manufacture of its products, thereby jeopardizing Gogoro’s ability to obtain a competitive advantage over its competitors.

Gogoro’s patents may expire and may not be extended, and Gogoro’s currently pending or future patent applications may not be granted.

As of September 30, 2021, Gogoro had 147 issued patents and 17 pending patent applications in Taiwan. Gogoro cannot assure you that all its pending patent applications will result in issued patents. Even if Gogoro’s patent applications succeed and it is issued patents accordingly, it is still uncertain whether these patents will be contested, circumvented, or invalidated in the future. In addition, the rights granted under any issued patents may not provide Gogoro with meaningful protection or competitive advantages. The claims under any patents may not be broad enough to prevent others from developing technologies that are similar or that achieve results similar to Gogoro’s. It is also possible that the intellectual property rights of others could bar Gogoro from licensing and exploiting its patents. Numerous patents and pending patent applications owned by others exist in the fields where Gogoro has developed and is developing its technology. These patents and patent applications might have priority over Gogoro’s patent applications and could subject Gogoro’s patent applications to invalidation. Finally, in addition to those who may claim priority, any of Gogoro’s existing patents or pending patent applications may also be challenged by others on the basis that they are otherwise invalid or unenforceable.

Computer malware, viruses, ransomware, hacking, phishing attacks and similar disruptions could result in security and privacy breaches and interruption in service, which could harm Gogoro’s business.

Gogoro faces, and will face, various cybersecurity risks to its systems, products, and operations. Computer malware, viruses, physical or electronic break-ins and similar disruptions could lead to interruption and delays in Gogoro’s services and operations and loss, misuse, corruption, unavailability, or theft of data. Gogoro’s operations, products, and intellectual property also inherently are at risk of loss, inappropriate access or use, or tampering by both insider threats and external bad actors. Computer malware, viruses, ransomware, hacking and phishing attacks against online networks have become more prevalent and Gogoro has been subject to and may experience these types of incidents on Gogoro’s systems in the future. For example, in January 2022, Gogoro experienced a ransomware attack that caused limited disruption to its operations. Since the incident, Gogoro has enhanced its security posture, including by improving network segmentation and deploying more extensive backup solutions. However, Gogoro cannot guarantee that future attacks will not occur or that future attacks will not cause more severe disruption or material costs in the future. In addition, Gogoro’s customers and partners (including its supply chain) face similar threats and growing cybersecurity requirements. There have been and may continue to be significant supply chain cyber attacks generally, and Gogoro’s third-party vendors and service providers may be targeted or impacted by such attacks. Gogoro cannot guarantee that it or its third-party vendors and service providers’ systems and networks have not been breached or that

 

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they do not contain exploitable defects or bugs that could result in a breach of or disruption to its systems and networks or the systems and networks of third parties that support Gogoro and its services.

Any security breach or incident, including those resulting from a cybersecurity attack, phishing attack, or any unauthorized access, unauthorized usage, virus, malware, ransomware or similar breach or disruption to Gogoro’s networks and systems, or those of third parties upon which it relies, or the perception or report that any of these have occurred, could result in the loss, corruption, misuse, or unauthorized disclosure of confidential information, damage to Gogoro’s reputation, litigation, regulatory investigations and proceedings, fines, penalties, or other liabilities. No assurance can be made that any limitations of liability provisions in Gogoro’s agreements with its customers with third-party vendors and service providers, or other contracts, would be enforceable or adequate or would otherwise protect Gogoro from any liabilities or damages with respect to any particular claim relating to a security breach or other security-related matter. Further, Insurance may not be sufficient to cover significant expenses and losses related to cyber-attacks and other security breaches and incidents. Gogoro may incur significant costs in an effort to detect and prevent security breaches and other security-related incidents, and its costs may increase as Gogoro makes improvements to its systems and processes to prevent future breaches and incidents. Efforts to prevent cyber attackers from entering computer systems are expensive to implement, and Gogoro may not be able to cause the implementation or enforcement of such preventions with respect to its service providers, vendors, or other third parties.

Further, Gogoro has previously experienced, and may in the future experience, service disruptions, outages and other performance problems due to a variety of factors, including security incidents, such as ransomware attacks, infrastructure changes, third-party service providers, human or software errors and capacity constraints. If Gogoro’s services are unavailable when users attempt to access them, they may seek other services, which could reduce demand for its solutions from target customers.

Gogoro has processes and procedures in place designed to enable it to quickly recover from a disaster or catastrophe. However, there are several factors ranging from human error to data corruption that could materially impact the efficacy of such processes and procedures, including by lengthening the time services are partially or fully unavailable to customers and users. It may be difficult or impossible to perform some or all recovery steps and continue normal business operations due to the nature of a particular disaster or catastrophe, especially during peak periods, which could cause additional reputational damages, or loss of revenue, any of which could adversely affect its business, financial condition and results of operations.

Gogoro may need to defend against intellectual property infringement or misappropriation claims, which may be time-consuming and expensive. In the event that Gogoro fails to successfully defend any such claims, Gogoro’s business may be temporarily suspended or permanently impacted.

From time to time, the holders of intellectual property rights may assert their rights and urge Gogoro to take licenses, and/or may bring suits alleging infringement or misappropriation of such rights. There can be no assurance that Gogoro will be able to mitigate the risk of potential suits or other legal demands by competitors or other third parties. Accordingly, Gogoro may consider entering into licensing agreements with respect to such rights, although no assurance can be given that such licenses can be obtained on acceptable terms or that litigation will not occur, and such licenses and associated litigation could significantly increase Gogoro’s operating expenses. In addition, if Gogoro is determined to have or believes there is a high likelihood that it has infringed upon or misappropriated a third party’s intellectual property rights, it may be required to cease making, selling or incorporating certain key components or intellectual property into the products and services it offers, to pay substantial damages and/or royalties, to redesign its products and services, and/or to establish and maintain alternative branding. In addition, to the extent that Gogoro’s customers and business partners become the subject of any allegation or claim regarding the infringement or misappropriation of intellectual property rights related to Gogoro’s products and services, Gogoro may be required to indemnify such customers and business partners. If Gogoro were required to take one or more such actions, its business, prospects, financial condition and results of operations could be materially and adversely affected. In addition, any litigation or claims, whether or not valid, could result in substantial costs, negative publicity and diversion of resources and management attention.

 

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Interruptions, delays in service or inability to increase capacity, including internationally, at third-party data center facilities could impair the use or functionality of Gogoro’s subscription services, harm Gogoro’s business and subject Gogoro to liability.

Gogoro currently serves customers from third-party data center facilities operated by Amazon Web Services. The majority of Gogoro’s services are housed in third-party data centers operated in Tokyo, and Gogoro employs geographically distributed redundant, back-up data centers for all of its services. Any outage or failure of such data centers could negatively affect Gogoro’s product connectivity and performance. Gogoro’s primary environments are operated by Gogoro’s technical engineers, and any interruptions or other disruptions of these primary and backup data centers could negatively affect Gogoro’s product connectivity and performance. Any incident affecting a data center facility’s or cellular and/or virtual private networking services provider’s infrastructure or operations, whether caused by fire, flood, storm, earthquake, power loss, telecommunications failures, breach of security protocols, computer viruses and disabling devices, ransomware, malware or other malicious code, failure of access control mechanisms, natural disasters, war, criminal act, military actions, terrorist attacks and other similar events could negatively affect the use, functionality or availability of Gogoro’s services.

Any damage to, or failure of, Gogoro’s systems, or those of its third-party providers, could interrupt or hinder the use or functionality of Gogoro’s services. Impairment of or interruptions in Gogoro’s services may reduce revenue, subject Gogoro to claims and litigation, cause customers to terminate their subscriptions, and adversely affect renewal rates and Gogoro’s ability to attract new customers. Gogoro’s business will also be harmed if customers and potential customers believe its products and services are unreliable.

Risks Related to the Regulatory Environment

Gogoro faces risks associated with maintaining and expanding its international operations, including unfavorable and uncertain regulatory, political, economic, tax and labor conditions.

Gogoro is subject to legal and regulatory requirements, political uncertainty and social, environmental and economic conditions in numerous jurisdictions, including markets in which it generates significant sales, over which it has little control and which are inherently unpredictable. Gogoro’s operations in such jurisdictions, particularly as a company based in Taiwan, create risks relating to conforming its products to regulatory and safety requirements and charging and other electric infrastructures; organizing local operating entities; establishing, staffing and managing foreign business locations; attracting local customers; navigating foreign government taxes, regulations and permit requirements; enforceability of Gogoro’s contractual rights; trade restrictions, customs regulations, tariffs and price or exchange controls; and preferences in foreign nations for domestically manufactured products. Such conditions may increase Gogoro’s costs, impact Gogoro’s ability to sell its products and require significant management attention, and may harm Gogoro’s business if it is unable to manage them effectively.

Any failure by Gogoro to comply with laws or regulations relating to privacy, data protection, cybersecurity, and consumer protection of the jurisdictions in which it operates or where its products are sold may harm Gogoro.

Gogoro is and may become subject to a variety of federal, state, local, and international laws, directives, and regulations, as well as contractual obligations, relating to the collection, use, retention, security, disclosure, transfer, and other processing of personal information and other data. The regulatory framework for privacy, data protection, and data security worldwide is rapidly evolving and is likely to remain uncertain for the foreseeable future. Complying with laws, regulations, amendments to or re-interpretations of existing laws and regulations, and contractual or other actual or alleged obligations relating to privacy, data protection, data transfers, data localization, or cybersecurity may require Gogoro to make changes to its services, policies and procedures, and to engage in additional contractual negotiations, to enable it or its customers to meet new legal requirements, incur substantial operational costs, modify its data practices and policies, and restrict our business operations.

 

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Any failure by Gogoro or its vendors or other business partners to comply with domestic or international laws or regulations relating to privacy, data protection, or cybersecurity in connection with the processing, collection, use, retention, security and transfer of data relating to individuals, including personally identifiable information, could result in regulatory or litigation-related actions and proceedings by regulators and private parties against Gogoro, legal liability, fines, damages, ongoing audit requirements and other significant costs and expenses. Substantial expenses and operational changes may be required in connection with maintaining compliance with such laws, regulations, and other actual and asserted obligations, and even an unsuccessful challenge by customers or regulatory authorities of Gogoro’s activities could result in adverse publicity and could require a costly response from and defense by Gogoro. In addition, certain emerging privacy laws, regulations, and standards, are still subject to a high degree of uncertainty as to their interpretation, application and impact, and may require extensive system and operational changes, be difficult to implement, increase Gogoro’s operating costs, adversely impact the cost or attractiveness of the products or services Gogoro offers, or result in adverse publicity and harm Gogoro’s reputation. For example, new privacy and cybersecurity laws are coming into effect in the PRC. Notwithstanding Gogoro’s efforts to protect the security and integrity of its customers’ personal information, Gogoro may be required to expend significant resources to comply with legal and regulatory requirements if, for example, third parties improperly obtain and use the personal information of Gogoro’s customers or Gogoro otherwise experiences a security breach or incident that impacts its operations or leads to any loss of, or unauthorized access to, or use or acquisition of, customers’ personal information. Any of these may result in fines, penalties and damages and harm its brand, prospects and operating results.

Existing and future environmental health and safety laws and regulations could result in increased compliance costs or additional operating costs or construction costs and restrictions. Failure to comply with such laws and regulations may result in substantial fines or other limitations that may adversely impact Gogoro’s financial condition or results of operation.

Gogoro and its operations, as well as those of Gogoro’s contractors, suppliers and customers, are subject to certain environmental laws and regulations, including laws related to the use, handling, storage, transportation and disposal of hazardous substances and wastes as well as electronic wastes and hardware, whether hazardous or not. These laws may require Gogoro or others in Gogoro’s value chain to obtain permits and comply with procedures that impose various restrictions and obligations that may have material effects on Gogoro’s operations. If key permits and approvals cannot be obtained on acceptable terms, or if other operational requirements cannot be met in a manner satisfactory for Gogoro’s operations or on a timeline that meets Gogoro’s commercial obligations, it may adversely impact Gogoro’s business.

Environmental and health and safety laws and regulations can be complex and may be subject to change, such as through new requirements enacted at the supranational, national, sub-national and/or local level or new or modified regulations that may be implemented under existing law. The nature and extent of any changes in these laws, rules, regulations and permits may be unpredictable and may have material effects on Gogoro’s business. Future legislation and regulations or changes in existing legislation and regulations, or interpretations thereof, including those relating to hardware manufacturing, electronic waste or batteries, could cause additional expenditures, restrictions and delays in connection with Gogoro’s operations as well as other future projects, the extent of which cannot be predicted.

Although Gogoro is not regulated as a utility company, changes in regulations may subject it to regulation as a utility or otherwise require Gogoro to comply with utility-style regulations and limitations.

Although Gogoro generally is not regulated as a utility, government laws and regulations concerning electricity heavily influence the market for Gogoro’s product and services. These statutes and regulations often relate to electricity pricing, net metering, incentives, taxation, and the rules surrounding the interconnection of customer-owned electricity generation for specific technologies. Changes, or in some cases a lack of change, in any of the laws, regulations, ordinances locally or in foreign markets such as the PRC or other rules that apply to customer installations and new technology could make it more costly for Gogoro’s vendors to install and operate

 

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its battery swapping stations on particular sites, and in turn could negatively affect Gogoro’s ability to deliver cost savings to customers for the use of its products. If Gogoro becomes subject to the same regulatory authorities as utilities or if new regulatory bodies are established to oversee Gogoro’s business, the marketability of its products could be impacted and its operating costs could materially increase. In addition, regulatory uncertainty could discourage investment in the industry, which would reduce the capital available to Gogoro.

Gogoro may be subject to various governmental export control and trade sanctions and regulations that could impair our ability to compete in international markets or subject Gogoro to liability if it violates these controls.

In some cases, Gogoro may be subject to export control laws and regulations, including the Export Administration Regulations administered by the U.S. Department of Commerce, and Gogoro’s activities may be subject to trade and economic sanctions, including those administered by the United States Department of the Treasury’s Office of Foreign Assets Control (“OFAC”). As such, a license could be required to export or re-export Gogoro’s products to certain countries and end-users and for certain end-uses. If Gogoro were to fail to comply with such U.S. export controls laws and regulations, U.S. economic sanctions, or other similar laws, Gogoro could be subject to both civil and criminal penalties, including substantial fines, possible incarceration for employees and managers for willful violations, and the possible loss of our export privileges. Obtaining the necessary export license for a particular sale may not be possible and may be time-consuming and may result in the delay or loss of sales opportunities. Further, U.S. export control laws and economic sanctions prohibit the export of products to certain U.S. embargoed or sanctioned countries, governments, and persons, as well as for prohibited end-uses. Any failure by Gogoro or its partners to comply with such laws and regulations could have negative consequences for Gogoro, including reputational harm, government investigations, and penalties.

In addition, Gogoro’s future results could be adversely affected by changes in interpretations of existing laws and regulations, or changes in laws and regulations, including, among others, changes in accounting standards, taxation requirements, competition laws, trade laws, import and export restrictions, privacy laws and environmental laws domestically and internationally. It is unknown whether and to what extent new tariffs (or other new laws or regulations) will be adopted, or the effect that any such actions would have on Gogoro or its industry and customers. Any unfavorable government policies on international trade, such as export and import controls, capital controls or tariffs, may affect the demand for Gogoro’s products and services, increase the cost of components, delay production, impact the competitive position of Gogoro’s products or prevent Gogoro from being able to sell products in certain countries. If any new export or import controls, tariffs, legislation and/or regulations are implemented or if existing trade agreements are renegotiated such changes could have an adverse effect on Gogoro’s business, financial condition, results of operations. In addition, proceedings to enforce, or the enforcement of, any laws, regulations and policies domestically or internationally, and the resulting response to such actions, may have an adverse effect on Gogoro’s business, financial condition and results of operations.

Although the audit report included in this prospectus is prepared by auditors who are currently inspected fully by the PCAOB , there is no guarantee that future audit reports will be prepared by auditors that are completely inspected by the PCAOB.

As an auditor of companies that are registered with the SEC and publicly traded in the United States and a firm registered with the PCAOB, Gogoro’s Taiwan-based auditor is required under the laws of the United States to undergo regular inspections by the PCAOB to assess their compliance with the laws of the United States and professional standards. Although Gogoro has some operations within mainland China, a jurisdiction where the PCAOB is currently unable to conduct inspections without the approval of the Chinese government authorities, Gogoro’s auditor is currently inspected fully by the PCAOB.

Inspections of other auditors conducted by the PCAOB outside mainland China have at times identified deficiencies in those auditors’ audit procedures and quality control procedures, which may be addressed as part of the inspection process to improve future audit quality. The lack of PCAOB inspections of audit work undertaken in mainland China prevents the PCAOB from regularly evaluating auditors’ audits and their quality

 

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control procedures. As a result, to the extent that any component of Gogoro’s auditor’s work papers are or become located in mainland China, such work papers will not be subject to inspection by the PCAOB. As a result, investors would be deprived of such PCAOB inspections, which could result in limitations or restrictions to Gogoro’s access of the U.S. capital markets.

As part of a continued regulatory focus in the United States on access to audit and other information currently protected by national law, in particular PRC laws, in June 2019, a bipartisan group of lawmakers introduced bills in both houses of the U.S. Congress which, if passed, would require the SEC to maintain a list of issuers for which PCAOB is not able to inspect or investigate the audit work performed by a foreign public accounting firm completely. The proposed Ensuring Quality Information and Transparency for Abroad-Based Listings on Gogoro’s Exchanges (“EQUITABLE”) Act prescribes increased disclosure requirements for these issuers and, beginning in 2025, the delisting from U.S. national securities exchanges such as the Nasdaq Global Select Market of issuers included on the SEC’s list for three consecutive years. It is unclear if this proposed legislation will be enacted. Furthermore, there have been recent deliberations within the U.S. government regarding potentially limiting or restricting companies based in mainland China from accessing U.S. capital markets. On May 20, 2020, the U.S. Senate passed the HFCA, which includes requirements for the SEC to identify issuers whose audit work is performed by auditors that the PCAOB is unable to inspect or investigate completely because of a restriction imposed by a non-U.S. authority in the auditor’s local jurisdiction. The U.S. House of Representatives passed the HFCA Act on December 2, 2020, and the HFCA Act was signed into law on December 18, 2020. Additionally, in July 2020, the U.S. President’s Working Group on Financial Markets issued recommendations for actions that can be taken by the executive branch, the SEC, the PCAOB or other federal agencies and department with respect to Chinese companies listed on U.S. stock exchanges and their audit firms, in an effort to protect investors in the United States. In response, on November 23, 2020, the SEC issued guidance highlighting certain risks (and their implications to U.S. investors) associated with investments in issuers based in mainland China and summarizing enhanced disclosures the SEC recommends issuers based in mainland China make regarding such risks. On March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements of the HFCA Act. Gogoro will be required to comply with these rules if the SEC identifies Gogoro as having a “non-inspection” year (as defined in the interim final rules) under a process to be subsequently established by the SEC. The SEC is assessing how to implement other requirements of the HFCA Act, including the listing and trading prohibition requirements described above. Under the HFCA Act, Gogoro’s securities may be prohibited from trading on the Nasdaq Global Select Market or other U.S. stock exchanges if Gogoro’s auditor is not inspected by the PCAOB for three consecutive years, and this ultimately could result in Gogoro’s Ordinary Shares being delisted. Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, which, if enacted, would amend the HFCA Act and require the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three. On September 22, 2021, the PCAOB adopted a final rule implementing the HFCA Act, which provides a framework for the PCAOB to use when determining, as contemplated under the HFCA Act, whether the Board is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction and was approved by the SEC on November 5, 2021. On December 2, 2021, the SEC adopted final amendments implementing the disclosure and submission requirements under the HFCA Act, pursuant to which the SEC will identify a “Commission-Identified Issuer” if an issuer has filed an annual report containing an audit report issued by a registered public accounting firm that the PCAOB has determined it is unable to inspect or investigate completely because of a position taken by an authority in the foreign jurisdiction, and will then impose a trading prohibition on an issuer after it is identified as a Commission-Identified Issuer for three consecutive years. If Gogoro is identified as a Commission-Identified Issuer, there is no assurance that it will be able to take remedial measures in a timely manner. On December 16, 2021, the PCAOB issued a report on its determinations that it is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong, because of positions taken by PRC authorities in such jurisdictions.

Even though Gogoro’s auditor is based in Taiwan and under full inspection of the PCAOB or subject to the determinations announced by the PCAOB on December 16, 2021, if any PRC law relating to the access of the

 

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PCAOB to auditor files were to apply to a company such as Gogoro or its auditor, the PCAOB may be unable to fully inspect Gogoro’s auditor, which may result in Gogoro’s securities being delisted or prohibited from being traded “over-the-counter” pursuant to the HFCA Act and materially and adversely affect the value and/or liquidity of your investment.

While Gogoro understands that there has been dialogue among the CSRC, the SEC and the PCAOB regarding the inspection of PCAOB-registered accounting firms in mainland China, there can be no assurance that Gogoro will be able to comply with requirements imposed by U.S. regulators. Delisting of Gogoro’s Ordinary Shares would force holders of Gogoro’s Ordinary Shares to sell their shares. The market price of Gogoro’s Ordinary Shares could be adversely affected as a result of anticipated negative impacts of these executive or legislative actions upon, as well as negative investor sentiment towards, companies with operations in mainland China that are listed in the United States, regardless of whether these executive or legislative actions are implemented and regardless of Gogoro’s actual operating performance.

Gogoro’s business activities may be subject to the United States Foreign Corrupt Practices Act (FCPA) and similar anti-bribery and anti-corruption laws and anti-money laundering laws, including laws of other countries in which Gogoro operates. Compliance with these legal requirements could limit Gogoro’s ability to compete in foreign markets and subject Gogoro to liability if it violates them.

Gogoro is subject to the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”) and other anti-bribery and anti-corruption laws and anti-money laundering laws in countries outside of the United States where Gogoro conducts its activities. Anti-corruption and anti-bribery laws have been enforced aggressively in recent years and are interpreted broadly to generally prohibit companies, their employees, agents, representatives, business partners, and third-party intermediaries from authorizing, offering, or providing, directly or indirectly, improper payments or benefits to recipients in the public or private sector.

Gogoro, its employees, agents, representatives, business partners and third-party intermediaries may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities and may be held liable for the corrupt or other illegal activities of these employees, agents, representatives, business partners or third-party intermediaries even if Gogoro does not explicitly authorize such activities. Gogoro cannot assure you that all of its employees, agents, representatives, business partners or third-party intermediaries will not take actions in violation of applicable law for which Gogoro may be ultimately held responsible. As Gogoro increases its international sales and business, Gogoro’s risks under these laws may increase.

These laws also require that Gogoro keeps accurate books and records and maintain internal controls and compliance procedures designed to prevent any such actions. While Gogoro has policies and procedures to address compliance with such laws, Gogoro cannot assure you that none of its employees, agents, representatives, business partners or third-party intermediaries will take actions in violation of our policies and applicable law, for which Gogoro may be ultimately held responsible.

Any allegations or violation of the FCPA or other applicable anti-bribery and anti-corruption laws and anti-money laundering laws could result in whistleblower complaints, sanctions, settlements, prosecution, enforcement actions, fines, damages, adverse media coverage, investigations, loss of export privileges, severe criminal or civil sanctions, or suspension or debarment from government contracts, all of which may have an adverse effect on Gogoro’s reputation, business, results of operations, and prospects. Responding to any investigation or action will likely result in a materially significant diversion of management’s attention and resources and significant defense costs and other professional fees.

Gogoro is subject to evolving laws and regulations that could impose substantial costs, legal prohibitions or unfavorable changes upon its operations or products.

As Gogoro grows its manufacturing operations in additional regions, it is or will be subject to complex environmental, manufacturing, health and safety laws and regulations at numerous jurisdictional levels in the PRC,

 

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India and other locations abroad, including laws relating to the use, handling, storage, recycling, disposal and/or human exposure to hazardous materials, product material inputs and post-consumer products and with respect to constructing, expanding and maintaining Gogoro’s facilities. The costs of compliance, including remediations of any discovered issues and any changes to Gogoro’s operations mandated by new or amended laws, may be significant, and any failures to comply could result in significant expenses, delays or fines. Gogoro is also subject to laws and regulations applicable to the supply, manufacture, import, sale and service of PTWs both domestically and abroad.

Finally, as a manufacturer, installer and service provider with respect to the energy storage systems for the PTWs and the battery swapping stations, and a supplier of electricity generated and stored by certain of the energy storage systems Gogoro installs for customers, Gogoro is impacted by federal, state and local regulations and policies concerning electricity pricing, the interconnection of electricity generation and storage equipment with the electrical grid and the sale of electricity generated by third party-owned systems. If regulations and policies that adversely impact the interconnection or use of Gogoro’s energy storage systems are introduced, they could deter potential customers from purchasing Gogoro’s products, threaten the economics of Gogoro’s existing contracts and cause Gogoro to cease PTW sales and maintenance of battery swapping stations and operations in the relevant jurisdictions, which may harm Gogoro’s business, financial condition and results of operations.

Failure to comply with laws relating to employment could subject Gogoro to penalties and other adverse consequences.

Gogoro is subject to various employment-related laws in the jurisdictions in which its employees are based. It faces risks if it fails to comply with applicable domestic wage laws, or wage laws applicable to its employees internationally. Any violation of applicable wage laws or other labor- or employment-related laws could result in complaints by current or former employees, adverse media coverage, investigations and damages or penalties which could have a materially adverse effect on Gogoro’s reputation, business, prospects, financial condition and results of operations. In addition, responding to any such proceeding may result in a significant diversion of management’s attention and resources, significant defense costs and other professional fees.

Gogoro’s management has limited experience in operating a public company. Gogoro will incur significantly increased costs and devote substantial management time as a result of operating as a public company.

Gogoro’s management has limited experience in the management of a publicly traded company. Gogoro’s management team may not successfully or effectively manage Gogoro’s transition to a public company that will be subject to significant regulatory oversight and reporting obligations under federal securities laws. The management team’s limited experience in dealing with the increasingly complex laws pertaining to public companies could result in an increasing amount of their time that may be devoted to these activities which could result in less time being devoted to the management of Gogoro’s business. Gogoro may not have adequate personnel with the appropriate level of knowledge, experience and training in the accounting policies, practices or internal control over financial reporting required of public companies in the United States.

Following the Business Combination, the combined company will incur significant legal, accounting, and other expenses that Gogoro did not incur as a private company. Compliance with these requirements will increase legal and financial compliance costs and make some activities more time consuming and costly. Gogoro may need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge. Gogoro cannot predict or estimate the amount of additional costs it may incur in the future as a result of being a public company or the timing of such costs. As a result, management’s attention may be diverted from other business concerns, which could adversely affect Gogoro’s business, financial condition and results of operations.

In addition, changing laws, regulations, and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs, and making some activities more time consuming. Gogoro will continue to invest resources to comply with evolving laws,

 

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regulations, and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities.

As a result of disclosure of information as a public company, Gogoro’s business and financial condition will become more visible, which may result in threatened or actual litigation, including by competitors and other third parties. If the claims are successful, Gogoro’s business, financial condition and results of operations could be adversely affected, and even if the claims do not result in litigation or are resolved in Gogoro’s favor, these claims, and the time and resources necessary to resolve them, could divert the resources of management and adversely affect Gogoro’s business, financial condition and results of operations. These factors could also make it more difficult for Gogoro to attract and retain qualified colleagues, executive officers, and members of Gogoro’s board of directors.

Because Gogoro is incorporated under the laws of the Cayman Islands and its executive offices are located in Taiwan, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. Federal courts may be limited.

Gogoro is an exempted company incorporated under the laws of the Cayman Islands and its executive offices are located in Taiwan. As a result, it may be difficult for investors to effect service of process within the United States on Gogoro, its executive officers and directors, or enforce judgments obtained in the United States courts against Gogoro, or its executive officers and directors.

Gogoro’s corporate affairs are governed by its amended and restated memorandum and articles of association, the Cayman Companies Act and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of Gogoro’s directors to Gogoro under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of Gogoro’s shareholders and the fiduciary responsibilities of its directors under Cayman Islands law are not clearly established as they would be under from statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States. In addition, shareholders of Cayman Islands companies may not have standing to initiate a shareholders derivative action in a Federal court of the United States.

Gogoro has been advised by Walkers and Poema Global has been advised by Maples and Calder (Hong Kong) LLP, Poema Global’s Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against it judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against it predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

 

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As a result of all of the above, shareholders of the post-Business Combination entity may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a United States company.

Gogoro currently reports its financial results under IFRS, which differs in certain significant respect from U.S. generally accepted accounting principles.

Gogoro reports its financial statements under IFRS. There have been and there may in the future be certain significant differences between IFRS and United States generally accepted accounting principles, or U.S. GAAP, including differences related to revenue recognition, intangible assets, share-based compensation expense, income tax and earnings per share. As a result, Gogoro’s financial information and reported earnings for historical or future periods could be significantly different if they were prepared in accordance with U.S. GAAP. In addition, Gogoro does not intend to provide a reconciliation between IFRS and U.S. GAAP unless it is required under applicable law. As a result, you may not be able to meaningfully compare Gogoro’s financial statements under IFRS with those companies that prepare financial statements under U.S. GAAP.

Risks Related to Doing Business in Taiwan

Gogoro’s business may be adversely affected by the changes of governmental policy and subsidy program in Taiwan electric scooters market.

Since 2009, Taiwan government has employed a range of different policy instruments to stimulate the development of green transportation, in particular the electric scooters industry, aiming the goal of banning fuel vehicles by stages in the future. A variety of subsidy programs have been implemented, including, without limitation, the Subsidy Program for Development of Electric Scooter promulgated by the Ministry of Economic Affairs, the Subsidy Program for the Elimination of Two-Cycle Engine Scooter and New Purchase of Electric Scooter by the Environmental Protection Administration, and other similar subsidy programs by the local authorities.

For example, under the Subsidy Program for Development of Electric Scooter promulgated by the Ministry of Economic Affairs, in 2020, the government provided a purchase subsidy in amount of up to NTD 7,000 for heavy and light electric scooters, up to NTD 5,100 for extra-light electric scooters, subject to adjustment from time to time. Some of Gogoro’s customers have chosen to purchase electric scooter rather than fuel scooter due to the purchase subsidy. With respect to the vendors in this industry, in 2012 and 2013, Taiwan government had provided incentives ranging from NTD 5 to 20 million to the defined manufacturer of electric scooters based on its sales quantity (noting that such incentives had been canceled thereafter). In addition, to encourage the expansion of electricity facility, a subsidy up to NTD 300,000 would be granted for a new installment of electricity facility.

Gogoro has benefited from the above governmental policy and subsidy programs, which is changing. With the growth of the electric scooters industry, subsidy programs have gradually reduced their subsidy amount, while some programs have been stepping down, like the Environmental Protection Administration canceled the purchase subsidy since 2020. Furthermore, under the 2017 Action Plan Air Pollution Prevention and Control by the Taiwan government, it was planned to ban the sale of fuel scooters in 2035. However, such policy has been suspended in 2019 and replaced by a balanced policy between electric and fuel scooter industry.

As Gogoro’s major sales and revenue are currently generated from the Taiwan market, the above changes of governmental policy and subsidy programs may significant and adversely affect Gogoro’s business and results of operations. For a specific example, the reduction of purchase subsidy on electric scooters would lead to the higher purchase price (compared with the same selling price with original subsidy) and therefore may adversely affect the purchase intention of Gogoro’s customers and the sales of its products.

 

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Gogoro’s Taiwan subsidiaries bear product liabilities for damages caused by its products under Taiwan regulations on consumer protection.

Currently, most of Gogoro’s products are manufactured and sold in Taiwan. Pursuant to the Taiwan Consumer Protection Act, enterprises engaging in the design, manufacture of goods or provision of services shall ensure such goods or services, when entering into the market, comply with the contemporary technological or professional standards with reasonably expected safety requirements. In the event of any violation of the aforesaid regulation, the enterprises shall be liable for the damage caused to the consumers or third parties. Customer claims in connection with damage or injury sustained from accidents involving Gogoro’s products have been reported to Gogoro’s Taiwan subsidiaries from time to time. If Gogoro’s products fail to comply with the contemporary technological or professional standards with reasonably expected safety requirements applicable in Taiwan, Gogoro’s Taiwan subsidiaries will be liable for the damages caused by Gogoro’s products. If Gogoro’s Taiwan subsidiaries incur significant liabilities in connection with product liabilities, its business and results of operations may be adversely affected.

Gogoro’s business involves the personal data of its customers, and is subject to the restrictions and requirements under Taiwan regulations on the personal data protection.

Battery swap system is part of Gogoro’s business model, which involves collecting and processing the personal data of Gogoro’s customers using the battery swap system, including their riding information and usage habit. According to Taiwan Personal Data Protection Act, Gogoro’s Taiwan subsidiaries are required to conduct due notification procedures and obtain the customer’s consent to collect his/her personal data, and shall not use such personal data beyond the scope authorized by the customer or disclose it to third parties. In addition, the customer, as the data subject, is entitled to request Gogoro’s Taiwan subsidiaries, as the holders of personal data, to delete or provide a copy of his/her personal data. In the event of violation of restrictions or requirements under Taiwan Personal Data Protection Act, Gogoro’s Taiwan subsidiaries may be subject to a fine ranging from NTD 20,000 to 500,000 depending on the violating scenario and be liable for the damages caused to Gogoro’s customers.

Any lack of requisite approvals, licenses, permits or filings or failure to comply with any requirements of Taiwan laws, regulations and policies may materially and adversely affect Gogoro’s daily operations.

In accordance with the relevant Taiwan laws and regulations, Gogoro’s Taiwan subsidiaries are required to maintain various approvals, licenses, permits and filings to operate Gogoro’s business, including but not limited to business registration, factory registration, tax registration and those with respect to environment protection and fire safety inspection. The obtaining of these approvals, licenses, permits and filings are subject to satisfactory compliance with, among other things, the applicable laws and regulations. If Gogoro’s Taiwan subsidiaries are unable to obtain any of such licenses and permits or extend or renew any of its Taiwan subsidiaries’ current licenses or permits upon their expirations, or if Gogoro’s Taiwan subsidiaries are required to incur significant additional costs to obtain or renew these licenses, permits and approvals, Gogoro’s daily operations could be materially and adversely affected.

Gogoro faces economic and political risks associated with doing business in Taiwan, particularly due to the geopolitical tension between Taiwan and mainland China that could negatively affect Gogoro’s business and hence the value of your investment.

Currently, Gogoro’s major operation and market are located in Taiwan. Accordingly, Gogoro’s business, financial condition and results of operations and the market price of its shares may be affected by changes in governmental policies, taxation, growth rate, inflation rate or interest rates and by social instability and diplomatic and social developments in or affecting Taiwan. In particular, the unique political status of Taiwan and its internal political movement cause sustained tension between mainland China and Taiwan. Past developments related to the interactions between mainland China and Taiwan, especially in relation to trade

 

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activities such as bans on exports of goods from time to time, have on occasions depressed the transactions and business operations of certain Taiwanese companies and overall economic environment. Gogoro cannot predict whether there will be escalation of the tensions between mainland China and Taiwan which would lead to new bans or tariffs on exports or even conflict. Any conflict which threatens the military, political or economic stability in Taiwan could have a material adverse effect on Gogoro’s current or future business and financial conditions and results of operations.

Gogoro’s Taiwan subsidiaries are subject to restrictions on paying dividend or making other payments to Gogoro, which may restrict Gogoro’s ability to satisfy its liquidity requirements.

As an exempted company with limited liability incorporated under the laws of the Cayman Islands structured as a holding company, Gogoro may need dividends and other distributions on equity from Gogoro’s Taiwan subsidiaries to satisfy its liquidity requirements. Current Taiwan regulations permit Gogoro’s Taiwan subsidiaries to pay dividends to their respective shareholders only out of their accumulated profits, if any, which shall first make up previous losses and set aside at least 10% of its accumulated profits each year. These reserves are not distributable as cash dividends. Furthermore, if Gogoro’s Taiwan subsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments to Gogoro. Any limitation on the ability of Gogoro’s Taiwan subsidiaries to distribute dividends or to make payments to Gogoro may restrict Gogoro’s ability to satisfy its liquidity requirements. In addition, the dividend payments by Gogoro’s Taiwan subsidiaries to Gogoro shall be subject to the withholding tax of 21% since January 1, 2018.

Gogoro’s Taiwan subsidiaries are subject to foreign exchange control imposed by Taiwan authorities, which may affect the paying dividends, repatriating the interest or making other payments to Gogoro.

Currently Taiwan regulates only those foreign exchange transactions that involve the conversion of the New Taiwan Dollar into foreign currencies. Pursuant to the relevant provisions of Taiwan Foreign Exchange Control Act, foreign exchange transactions of a value of NTD 500,000 or more shall be declared to the Central Bank of Taiwan. Further, for a remittance by a company as follows, relevant testimonials shall be submitted and such remittance shall be subject to the approval of the Central Bank of Taiwan: (i) a single remittance of an amount over USD 1 million; or (ii) annual accumulated settlement amount of foreign exchange purchased or sold has exceeded USD 50 million. Nevertheless, Taiwan government may impose further foreign exchange restrictions in certain emergency situations, where Taiwan government experiences extreme difficulty in stabilizing the balance of payments or where there are substantial disturbances in the financial and capital markets in Taiwan. If the dividend payments or other payments by Gogoro’s Taiwan subsidiaries and branches to Gogoro involves the currency conversion from New Taiwan Dollar to US Dollar, such conversion would be subject to the foregoing foreign exchange control imposed by Taiwan authority.

Gogoro’s Taiwan subsidiaries are subject to Taiwan regulations on investment or technical cooperation in the mainland China, which may affect their expansion to the mainland China market.

Gogoro’s Taiwan subsidiaries currently focus on the Taiwan market and may consider expanding their businesses to the mainland Chinese market in the near future. Pursuant to the Taiwan Permission Regulations for Investment or Technical Cooperation in the PRC and the Review Principles for Investments or Technical Cooperation in mainland China (“Permission Regulations”), an investment or technical cooperation made by a Taiwanese investor in mainland China is subject to the restrictions thereunder and requires the approval by the competent Taiwan authority, the Investment Commission, the Ministry of the Economic Affairs (“Taiwan Investment Commission”). The restrictions under the Permission Regulations include a negative list in which investment or technical cooperation is prohibited as well as the maximum investment amount. Currently, electric scooter or battery swap service is on such negative list. However, Gogoro cannot preclude the possibility that the negative list will be amended to restrict Taiwanese investor’s engagement of electric scooter or battery swap service in mainland China. As to the maximum investment amount, the aggregate investment amount in

 

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mainland China by any of Gogoro’s Taiwan subsidiaries shall not exceed NTD 80 million or 60% of the higher of such subsidiary’s stand-along net worth or consolidated net worth, whichever is higher; provided, however, that if Gogoro is qualified as the multi-national company defined by the Taiwan Investment Commission, which requires a global revenue of USD 100 million of the year preceding to the application with the Taiwan Investment Commission, having subsidiaries or branches in at least two countries which are controlled and managed by the parent company and engaging in cross-border operations, then there is no restriction on the amount of investment. As a result, Gogoro needs to obtain approval from Taiwan Investment Commission to make investments in mainland China or to grant licenses to mainland Chinese entities. The Taiwan Investment Commission may at its discretion reject Gogoro’s application. If the Taiwan Investment Commission prevents Gogoro’s Taiwan subsidiaries from making investment in mainland China or granting licenses to mainland Chinese entities, Gogoro may not be able to expand Gogoro’s business in the PRC.

Taiwanese investors holding more than 10% of Gogoro Ordinary Shares will be subject to Taiwan regulations on investment or technical cooperation in mainland China for its investment or technical cooperation in mainland China.

Under the Permission Regulations, for an investment made by a Taiwanese individual or entity (“Taiwanese Investor”) in a “third region” company which conducts the investments or technical cooperation in mainland China defined therein and such Taiwanese Investor (i) acts as director, supervisor, manager or equivalent position or (ii) has a shareholding or capital contribution of 10% or more in such third region company, the investment in such a third region company would also be deemed a defined investment in mainland China and therefore be subject to the Permission Regulations.

Therefore, for Gogoro’s future investment or technical cooperation in mainland China, Gogoro’s Taiwanese shareholders holding 10% or more of Gogoro Ordinary Shares will need to apply for the foreign investment approval with the competent Taiwan authority, the Taiwan Investment Commission in accordance with the Permission Regulations. There are restrictions on the investment or technical cooperation with mainland China, including, without limitation, the annual investment amount in mainland China shall be capped at USD 5 million per year for Taiwan individuals or NTD 80 million or 60% of the higher of its stand-along net worth or consolidated net worth for a Taiwan small-medium enterprise. Your indirect investment in the PRC via Gogoro under the Permission Regulations will be calculated on the portion of your shareholding in Gogoro. If your aggregate investments in the PRC exceed the annual ceiling amount, the Taiwan Investment Commission will reject your application for the exceeding investment in the PRC. If the Taiwanese Investor fails to obtain applicable approvals from the Taiwan Investment Commission in respect of its investment in mainland China, an administrative fine ranging NTD 50 thousand to 25 million or imprisonment may be imposed.

Risks Related to Conducting Operations in the PRC

A downturn in mainland China or global economy, and economic and political policies of the PRC could materially and adversely affect Gogoro’s sales in mainland China.

Gogoro currently sells its products in the PRC and it could in the future conduct operations through its subsidiaries in the PRC. Accordingly, Gogoro’s business, prospects, financial condition and results of operations may be influenced by political, economic and social conditions in the PRC generally and by continued economic growth in the PRC as a whole. The Chinese economy differs from the economies of most developed countries in many respects, including the amount of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. While the Chinese economy has experienced significant growth over the past decades, growth has been uneven, both geographically and among various sectors of the economy. The Chinese government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures may benefit the overall Chinese economy, but may have a negative effect on Gogoro.

Economic conditions in mainland China are sensitive to global economic conditions. Any prolonged slowdown in the global or Chinese economy may affect potential clients’ confidence in financial market as a

 

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whole and have a negative impact on Gogoro’s business, results of operations and financial condition. Additionally, continued turbulence in the international markets may adversely affect Gogoro’s ability to access the capital markets to meet liquidity needs.

Changes in the policies, regulations, rules, and the enforcement of laws of the PRC government may be quick with little advance notice and could have a significant impact upon its ability to operate profitably in the PRC.

Gogoro’s operations in mainland China are limited to the following:

 

  (i)

Gogoro has a Taiwanese subsidiary which sells products in mainland China;

 

  (ii)

in November 2020, Gogoro Network Pte. Ltd., which is incorporated in Singapore, entered into the Capital Increase Agreement with Yadea and DCJ, which is governed by PRC law. Among other things, the Capital Increase Agreement provides that Gogoro will sell battery packs and battery swapping stations to a joint venture (which Gogoro has not invested any funds in) and Gogoro will receive a licensing fee for use of Gogoro’s SaaS platform;

 

  (iii)

Gogoro’s Taiwan subsidiaries have entered into a service agreement with the joint venture mentioned in (ii) above under which Gogoro’s Taiwan subsidiaries provide consulting services to the joint venture in exchange for a consulting fee; and

 

  (iv)

Gogoro Network Pte. Ltd. receives a licensing fee associated with its SAAS platform from the joint venture mentioned in (ii) above.

In addition, Gogoro currently has two subsidiaries in the PRC that are inactive. Gogoro could in the future conduct operations through its PRC subsidiaries. Accordingly, economic, political and legal developments in the PRC will affect its business, financial condition, results of operations and prospects. Policies, regulations, rules, and the enforcement of laws of the PRC government can have significant effects on economic conditions in the PRC and the ability of businesses to operate profitably. Gogoro’s ability to operate profitably in the PRC may be adversely affected by changes in policies by the PRC government, including changes in laws, regulations or their interpretation, particularly those dealing with the Internet, including censorship and other restriction on material which can be transmitted over the Internet, security, intellectual property, money laundering, taxation and other laws that affect Gogoro’s ability to operate business in mainland China.

The Chinese government may intervene in or influence Gogoro’s operations in the PRC at any time, which could result in a material change in its PRC operations and adversely impact the value of Gogoro’s ordinary shares.

The Chinese government has significant oversight and discretion over the conduct of Gogoro’s business and may intervene or influence operations of Gogoro in the PRC as the government deems appropriate to further regulatory, political and societal goals. The Chinese government has recently published new policies that significantly affected certain industries such as the education and Internet industries, and Gogoro cannot rule out the possibility that it will in the future release regulations or policies regarding Gogoro’s industry that could require Gogoro to seek permission from Chinese authorities to commence to operate its business, which may adversely affect its business, financial condition and results of operations. Furthermore, recent statements made by the Chinese government have indicated an intent to increase the government’s oversight and control over offerings of companies with significant operations in mainland China that are to be conducted in foreign markets, as well as foreign investment in PRC-based issuers. There is no guarantee that Gogoro will not be subject to such direct influence or intervention in the future due to changes in laws or other unforeseeable reasons. There is always a risk that the Chinese government may, in the future, seek to affect operations of any company with any level of operations in mainland China. Any such action, once taken by the Chinese government, could cause the value of Gogoro’s ordinary shares to significantly decline or become worthless. In addition, if Gogoro were to become subject to the direct intervention or influence of the PRC government at any time due to changes in laws or other unforeseeable reasons, it may require a material change in Gogoro’s operations and/or result in increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for any failure to comply.

 

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Compliance with the PRC’s new Data Security Law, Measures, Draft Regulations on Network Data Security (draft for public consultation), Personal Information Protection Law, regulations and guidelines relating to the multi-level protection scheme and any other future laws and regulations may entail significant expenses and could materially affect Gogoro’s business in the PRC.

The PRC has implemented or will implement rules and is considering a number of additional proposals relating to data protection. The PRC’s new Data Security Law took effect in September 2021. The Data Security Law provides that the data processing activities must be conducted based on “data classification and hierarchical protection system” for the purpose of data protection and prohibits entities in mainland China from transferring data stored in mainland China to foreign law enforcement agencies or judicial authorities without prior approval by the Chinese government.

Additionally, the PRC’s Cyber Security Law requires companies to take certain organizational, technical and administrative measures and other necessary measures to ensure the security of their networks and data stored on their networks. Specifically, the Cyber Security Law provides that the PRC adopt a multi-level protection scheme (MLPS), under which network operators are required to perform obligations of security protection to ensure that the network is free from interference, disruption or unauthorized access, and prevent network data from being disclosed, stolen or tampered. Under the MLPS, entities operating information systems must have a thorough assessment of the risks and the conditions of their information and network systems to determine the level to which the entity’s information and network systems belong-from the lowest Level 1 to the highest Level 5 pursuant to a series of national standards on the grading and implementation of the classified protection of cyber security. The grading result will determine the set of security protection obligations that entities must comply with. Entities classified as Level 2 or above should report the grade to the relevant government authority for examination and approval.

Recently, the CAC has taken action against several Chinese internet companies in connection with their initial public offerings on U.S. securities exchanges, for alleged national security risks and improper collection and use of the personal information of Chinese data subjects. According to the official announcement, the action was initiated based on the National Security Law, the Cyber Security Law and the Cybersecurity Review Measures, which are aimed at “preventing national data security risks, maintaining national security and safeguarding public interests.” On November 14, 2021, the CAC released the Draft Regulations for public consultation, pursuant to which, any listing to be done on a security exchange in a foreign country involving a “data processing operator” with personal information of more than one million users, such “data processing operator” shall report to the CAC for a cybersecurity review. On December 28, 2021, the CAC published the Measures, expanding the cybersecurity review to network platform operators in possession of personal information of over 1 million users if the operators intend to list their securities in a foreign country.

It is unclear at the present time how widespread the cybersecurity review requirement and the enforcement action will be and what effect they will have on the ePTW industry generally and Gogoro in particular. The PRC’s regulators may impose penalties for non-compliance ranging from fines or suspension of operations.

The National People’s Congress released the Personal Information Protection Law, which has become effective on November 1, 2021. The Personal Information Protection Law provides a comprehensive set of data privacy and protection requirements that apply to the processing of personal information and expands data protection compliance obligations to cover the processing of personal information of persons by organizations and individuals in mainland China, and the processing of personal information of persons in mainland China outside of mainland China if such processing is for purposes of providing products and services to, or analyzing and evaluating the behavior of, persons in mainland China. The Personal Information Protection Law also provides that critical information infrastructure operators and personal information processing entities who process personal information meeting a volume threshold to be set by Chinese cyberspace regulators are also required to store in mainland China personal information generated or collected in mainland China, and to pass a security assessment administered by Chinese cyberspace regulators for any export of such personal information.

 

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Lastly, the Personal Information Protection Law contains proposals for significant fines for serious violations of up to RMB 50 million or 5% of annual revenues from the prior year and may also be ordered to suspend any related activity by competent authorities.

Interpretation, application and enforcement of these laws, rules and regulations evolve from time to time and their scope may change, through new legislation, amendments to existing legislation or changes in enforcement. Compliance with the Cyber Security Law and the Data Security Law could significantly increase the cost to Gogoro of providing Gogoro’s service offerings, require significant changes to Gogoro’s operations or even prevent Gogoro from providing certain service offerings in jurisdictions in which Gogoro currently operates or in which Gogoro may operate in the future. Despite Gogoro’s efforts to comply with applicable laws, regulations and other obligations relating to privacy, data protection and information security, it is possible that Gogoro’s practices, offerings or platform could fail to meet all of the requirements imposed on Gogoro by the Cyber Security Law, the Data Security Law and/or related implementing regulations. Any failure on Gogoro’s part to comply with such law or regulations or any other obligations relating to privacy, data protection or information security, or any compromise of security that results in unauthorized access, use or release of personally identifiable information or other data, or the perception or allegation that any of the foregoing types of failure or compromise has occurred, could damage Gogoro’s reputation, discourage new and existing counterparties from contracting with Gogoro or result in investigations, fines, suspension or other penalties by Chinese government authorities and private claims or litigation, any of which could materially adversely affect Gogoro’s business, financial condition and results of operations. Further, if, for example, the enacted version of the draft measures mandates clearance of cybersecurity review and other specific actions to be completed by Gogoro, Gogoro may face uncertainties as to whether such clearance can be timely obtained, or at all, and incur additional time delays to complete any such acquisition. Cybersecurity review could also result in negative publicity with respect to the Business Combination and diversion of Gogoro’s managerial and financial resources. Gogoro may also be prevented from pursuing certain investment opportunities if the PRC government considers that the potential investments will result in a significant national security issue.

Uncertainties in the interpretation and enforcement of PRC laws and regulations could limit the legal protections available to you and Gogoro.

Gogoro’s operations are subject to various PRC laws and regulations generally applicable to companies in the PRC. The PRC legal system is based on written statutes. Unlike common law systems, it is a system in which legal cases have limited value as precedents. In the late 1970s, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general. The overall effect of legislation over the past four decades has significantly increased the protections afforded to various forms of foreign or private-sector investment in the PRC.

Since 1979, PRC legislation and regulations have significantly enhanced the protections afforded to various forms of foreign investments in mainland China. However, the PRC has not developed a fully integrated legal system and recently enacted laws and regulations may not sufficiently cover all aspects of economic activities in the PRC. In particular, because these laws and regulations are relatively new, and because of the limited volume of published decisions and their nonbinding nature, the interpretation and enforcement of these laws and regulations involve uncertainties. In addition, the PRC legal system is based in part on government policies and internal rules (some of which are not published on a timely basis or at all) that may have a retroactive effect. As a result, Gogoro may not be aware of its violation of these policies and rules until sometime after the violation. In addition, any litigation in the PRC may be protracted and result in substantial costs and diversion of resources and management attention.

As relevant laws and regulations are relatively new and the PRC legal system continues to rapidly evolve, the interpretations of many laws, regulations and rules are not always uniform and enforcement of these laws, regulations and rules involve uncertainties. For example, although Gogoro will not be required to obtain from Chinese authorities any permissions to operate (other than a business license required by SAMR, which has been obtained by each of Gogoro’s PRC subsidiaries) and issue its securities to foreign investors and it has not been informed by the CSRC, the CAC or any other entities that it is required to approve its operations, there are uncertainties with respect to the Chinese

 

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legal system and changes in laws, regulations and policies and how those laws and regulations will be interpreted or implemented, there can be no assurance that Gogoro will not be subject to such requirements, approvals or permissions in the future.

From time to time, Gogoro may have to resort to administrative and court proceedings to enforce its legal rights. However, since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory and contractual terms, it may be more difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection afforded to Gogoro than in more developed legal systems. Furthermore, the PRC legal system is based in part on government policies and internal rules (some of which are not published in a timely manner or at all) that may have a retroactive effect. As a result, Gogoro may not be aware if it violates these policies and rules until sometime after the violation. Such uncertainties, including uncertainty over the scope and effect of Gogoro’s contractual, property (including intellectual property) and procedural rights, and any failure to respond to changes in the regulatory environment in the PRC could materially and adversely affect Gogoro’s business and impede its ability to continue its operation in the PRC.

In addition, if certain PRC laws and regulations were to become applicable to Gogoro in the future, the application of such laws and regulations may have a material adverse impact on its business, financial condition and results of operations, any of which may cause the value of Gogoro’s securities to significantly decline or become worthless. In addition, the laws and regulations in the PRC are evolving, and their enactment timetable, interpretation and implementation involve significant uncertainties. To the extent any PRC laws and regulations become applicable to Gogoro’s business, it may be subject to the risks and uncertainties associated with the legal system in the PRC, including with respect to the enforcement of laws and the possibility of changes of rules and regulations with little or no advance notice.

The enforcement of the PRC Labor Contract Law and other labor-related regulations in the PRC may adversely affect Gogoro’s business and its results of operations.

The PRC Labor Law and the Labor Contract Law require that employers must execute written employment contracts with full-time employees. All employers must compensate their employees with wages equal to at least the local minimum wage standards. Violations of the PRC Labor Law and the Labor Contract Law may result in the imposition of fines and other administrative sanctions, and serious violations may constitute criminal offenses.

The PRC Labor Contract Law became effective on January 1, 2008 and was amended on December 28, 2012. It has reinforced the protection of employees who, under the PRC Labor Contract Law, have the right, among others, to enter into written labor contracts, to enter into labor contracts with no fixed terms under certain circumstances, to receive overtime wages and to terminate or alter terms in labor contracts. According to the PRC Social Insurance Law, which became effective on July 1, 2011 and was amended on December 29, 2018, and the Administrative Regulations on the Housing Provident Funds, companies operating in the PRC are required to participate in pension insurance, work-related injury insurance, medical insurance, unemployment insurance, maternity insurance and housing provident fund plans, and the employers must pay all or a portion of the social insurance premiums and housing provident funds for their employees.

As the interpretation and implementation of these laws and regulations are still evolving, Gogoro’s employment practices may not at all times be deemed in compliance with the new laws and regulations. If Gogoro incurs significant liabilities in connection with labor disputes or investigations, its businesses and results of operations may be adversely affected.

Changes in the PRC’s economic, political or social conditions or government policies could have a material adverse effect on Gogoro’s PRC businesses and operations.

The PRC’s economy differs from the economies of the PRC’s counterpart countries in many respects, including the level of government involvement, level of development, growth rate, control of foreign exchange and allocation of

 

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resources. Although the PRC government has implemented measures since the late 1970s emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets, and the establishment of improved corporate governance in business enterprises, which are generally viewed as a positive development for foreign business investment, a substantial portion of productive assets in the PRC is still owned by the PRC government. In addition, the PRC government continues to play a significant role in regulating industry development by imposing industrial policies. The PRC government also exercises significant control over the PRC’s economic growth through allocating resources, controlling payments of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies.

While the PRC’s economy has experienced significant growth over the past decades, such growth has been uneven, both geographically and among various sectors of the economy, and the rate of growth has been slowing down. In addition, in the past, the PRC government has implemented certain measures to control the pace of economic growth. These measures may cause decreased economic activity, which in turn could lead to a low demand for Gogoro’s products and services.

Gogoro’s PRC subsidiaries are subject to restrictions on paying dividends or making other payments to Gogoro, which may restrict Gogoro’s ability to satisfy its liquidity requirements in the future.

Although currently Gogoro’s PRC subsidiaries are inactive, in the future, Gogoro may need dividends and other distributions on equity from its PRC subsidiaries to satisfy its liquidity requirements. Current PRC regulations permit Gogoro’s foreign invested companies to pay dividends to their respective shareholders only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, such companies are required to set aside at least 10% of its accumulated profits each year, if any, to fund certain reserve funds until the total amount set aside reaches 50% of its registered capital. Each of Gogoro’s PRC subsidiaries may also, at the respective subsidiary’s discretion, allocate a portion of its after-tax profits based on its articles of association and PRC accounting standards to certain reserve funds. These reserves are not distributable as cash dividends. Furthermore, if Gogoro’s PRC subsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments to Gogoro. Any limitation on the ability of Gogoro’s PRC subsidiaries to distribute dividends or to make payments to Gogoro may restrict Gogoro’s ability to satisfy its future liquidity requirements.

In addition, the Enterprise Income Tax Law and its implementation rules provide that a withholding tax rate of up to 10% will be applicable to dividends payable by PRC companies to non-PRC-resident enterprises unless otherwise exempted or reduced according to treaties or arrangements between the PRC central government and governments of other countries or regions where the non-PRC-resident enterprises are incorporated.

PRC regulation on loans to, and direct investment in, PRC entities by offshore holding companies and governmental control in currency conversion may delay or prevent Gogoro from using the proceeds of PIPE Investment to make loans to or make additional capital contributions to its PRC subsidiaries.

Gogoro is an exempted company incorporated in the Cayman Islands structured as a holding company, planning to conduct its partial operations in the PRC in collaboration with local OEM partners. As permitted under PRC laws and regulations, in utilizing the proceeds of Gogoro’s PIPE Investment, Gogoro may make loans to its PRC subsidiaries subject to the approval from governmental authorities and limitation of amount, or Gogoro may make additional capital contributions to its PRC subsidiaries or equity investments. Furthermore, loans by Gogoro to its PRC subsidiaries or its equity investments to finance its activities cannot exceed the difference between their respective total project investment amount and registered capital or 2.5 times of their net worth and capital contributions to Gogoro’s PRC subsidiaries or its equity investments are subject to the requirement of making necessary filings in the Foreign Investment Comprehensive Management Information System and registration with other governmental authorities in the PRC.

 

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The State Administration of Foreign Exchange (“SAFE”) promulgated the Notice of the State Administration of Foreign Exchange on Reforming the Administration of Foreign Exchange Settlement of Capital of Foreign-invested Enterprises, or SAFE Circular 19, effective on June 1, 2015, in replacement of the Circular on the Relevant Operating Issues Concerning the Improvement of the Administration of the Payment and Settlement of Foreign Currency Capital of Foreign-Invested Enterprises, the Notice from the State Administration of Foreign Exchange on Relevant Issues Concerning Strengthening the Administration of Foreign Exchange Businesses, and the Circular on Further Clarification and Regulation of the Issues Concerning the Administration of Certain Capital Account Foreign Exchange Businesses. According to SAFE Circular 19, the flow and use of the Renminbi (“RMB”) capital converted from foreign currency-denominated registered capital of a foreign-invested company is regulated such that RMB capital may not be used for the issuance of RMB entrusted loans, the repayment of inter-enterprise loans or the repayment of bank loans that have been transferred to a third party. Although SAFE Circular 19 allows RMB capital converted from foreign currency-denominated registered capital of a foreign-invested enterprise to be used for equity investments within the PRC, it also reiterates the principle that RMB converted from the foreign currency-denominated capital of a foreign-invested company may not be directly or indirectly used for purposes beyond its business scope. Thus, it is unclear whether the SAFE will permit such capital to be used for equity investments in the PRC in actual practice. The SAFE promulgated the Notice of the State Administration of Foreign Exchange on Reforming and Standardizing the Foreign Exchange Settlement Management Policy of Capital Account, or SAFE Circular 16, effective on June 9, 2016, which reiterates some of the rules set forth in SAFE Circular 19, but changes the prohibition against using RMB capital converted from foreign currency-denominated registered capital of a foreign-invested company to issue RMB entrusted loans to a prohibition against using such capital to grant loans to non-associated enterprises. Violations of SAFE Circular 19 and SAFE Circular 16 could result in administrative penalties. SAFE Circular 19 and SAFE Circular 16 may significantly limit Gogoro’s ability to transfer any foreign currency it holds, including the net proceeds from Gogoro’s PIPE Investment, to its PRC subsidiaries, which may adversely affect Gogoro’s liquidity and its ability to fund and expand its business in the PRC.

In light of the various requirements imposed by PRC regulations on loans to, and direct investment in, PRC entities by offshore holding companies, Gogoro cannot assure you that it will be able to complete the necessary government registrations or obtain the necessary government approvals on a timely basis, if at all, with respect to future loans or future capital contributions by Gogoro to its PRC subsidiaries. If Gogoro fails to complete such registrations or obtain such approvals, Gogoro’s ability to use the proceeds from the Business Combination and PIPE Investment and to capitalize or otherwise fund its PRC operations may be negatively affected, which could materially and adversely affect Gogoro’s liquidity and its ability to fund and expand its business.

Certain PRC regulations may make it more difficult for Gogoro to pursue growth through acquisitions.

Among other things, the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rules, adopted by six PRC regulatory agencies in 2006 and amended in 2009, established additional procedures and requirements that could make merger and acquisition activities by foreign investors more time-consuming and complex. Such regulation requires, among other things, that the Ministry of Commerce of the PRC, or the MOFCOM, be notified in advance of any change-of-control transaction in which a foreign investor acquires control of a PRC domestic enterprise or a foreign company with substantial PRC operations, if certain thresholds under the Provisions on Thresholds for Prior Notification of Concentrations of Undertakings, issued by the State Council in 2008, are triggered. Moreover, the Anti-Monopoly Law promulgated by the Standing Committee of the National People’s Congress which became effective in 2008 requires that transactions which are deemed concentrations and involve parties with specified turnover thresholds must be cleared by the Anti-Monopoly Bureau of State Administration for Market Regulation, or the Anti-Monopoly Bureau, before they can be completed. In addition, PRC national security review rules which became effective in September 2011 require acquisitions by foreign investors of PRC companies engaged in military related or certain other industries that are crucial to national security be subject to security review before consummation of any such acquisition. Gogoro may pursue potential strategic acquisitions that are complementary to its business and operations. Complying with the requirements of these regulations to complete

 

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such transactions could be time-consuming, and any required approval processes, including obtaining approval or clearance from the MOFCOM or the Anti-Monopoly Bureau or its local counterparts, may delay or inhibit Gogoro’s ability to complete such transactions, which could affect Gogoro’s ability to expand its business or maintain its market share.

Enhanced scrutiny over acquisition transactions by the PRC tax authorities may have a negative impact on potential acquisitions Gogoro may pursue in the future.

Pursuant to the Notice on Strengthening Administration of Enterprise Income Tax for Share Transfers by Non-PRC Resident Enterprises, or SAT Circular 698, issued by the PRC’s State Administration of Taxation (“SAT”) on December 10, 2009, where a foreign investor transfers the equity interests of a resident enterprise indirectly via disposition of the equity interests of an overseas holding company, or an “indirect transfer,” and such overseas holding company is located in a tax jurisdiction that (i) has an effective tax rate less than 12.5% or (ii) does not tax foreign income of its residents, the foreign investor shall report the indirect transfer to the competent PRC tax authority. The PRC tax authority will examine the true nature of the indirect transfer, and if the tax authority considers that the foreign investor has adopted an “abusive arrangement” in order to avoid PRC tax, it may disregard the existence of the overseas holding company and re-characterize the indirect transfer and as a result, gains derived from such indirect transfer may be subject to PRC withholding tax at a rate of up to 10%.

On February 3, 2015, the SAT issued the Announcement of the State Administration of Taxation on Several Issues Concerning the Enterprise Income Tax on Indirect Property Transfer by Non-Resident Enterprises, or SAT Bulletin 7, to supersede existing provisions in relation to the “indirect transfer” as set forth in SAT Circular 698, while the other provisions of SAT Circular 698 remain in force. Pursuant to SAT Bulletin 7, where a non-resident enterprise indirectly transfers properties such as equity in PRC resident enterprises without any justifiable business purposes and aiming to avoid the payment of enterprise income tax, such indirect transfer must be reclassified as a direct transfer of equity in PRC resident enterprise. To assess whether an indirect transfer of PRC taxable properties has reasonable commercial purposes, all arrangements related to the indirect transfer must be considered comprehensively and factors set forth in SAT Bulletin 7 must be comprehensively analyzed in light of the actual circumstances. SAT Bulletin 7 also provides that, where a non-PRC resident enterprise transfers its equity interests in a resident enterprise to its related parties at a price lower than the fair market value, the competent tax authority has the power to make a reasonable adjustment to the taxable income of the transaction.

On October 17, 2017, the SAT issued the Announcement of the State Administration of Taxation on Matters Concerning Withholding of Income Tax of Non-resident Enterprises as Source, or SAT Bulletin 37, which repealed the entire SAT Circular 698 and the provision in relation to the time limit for the withholding agent to declare to the competent tax authority for payment of such tax of SAT Bulletin 7. Pursuant to SAT Bulletin 37, the income from a property transfer, as stipulated in the second item under Article 19 of the Enterprise Income Tax Law, shall include the income derived from transferring such equity investment assets as stock equity. The balance of deducting the equity’s net value from the total income from equity transfer shall be taxable income from equity transfer. Where a withholding agent enters into a business contract, involving the income specified in the third paragraph of Article 3 in the Enterprise Income Tax Law, with a non-resident enterprise, the tax-excluding income of the non-resident enterprise will be treated as the tax-including income, based on which the tax payment will be calculated and remitted, if it is agreed in the contract that the withholding agent shall assume the tax payable.

During the effective period of SAT Circular 698 and by the application of SAT Bulletin 7 and SAT Bulletin 37, some intermediary holding companies were actually looked through by the PRC tax authorities, and consequently the non-PRC resident investors were deemed to have transferred the PRC subsidiary and PRC corporate taxes were assessed accordingly. It is possible that Gogoro or its non-PRC resident investors may at some point be at risk of being taxed under SAT Bulletin 7 and SAT Bulletin 37 and may be required to expend valuable resources to comply with SAT Bulletin 7 and SAT Bulletin 37 or to establish that Gogoro or its

 

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non-PRC resident investors should not be taxed under SAT Bulletin 7 and SAT Bulletin 37, which may have an adverse effect on Gogoro’s financial condition and results of operations or such non-PRC resident investors’ investment in Gogoro.

It may be difficult for overseas shareholders and/or regulators to conduct investigation or collect evidence within the PRC.

Shareholder claims or regulatory investigation that are common in the United States generally are difficult to pursue as a matter of law or practicality in the PRC. For example, in the PRC, there are significant legal and other obstacles to providing information needed for regulatory investigations or litigation initiated outside the PRC or otherwise with respect to foreign entities. Although the authorities in the PRC may establish a regulatory cooperation mechanism with the securities regulatory authorities of another country or region to implement cross-border supervision and administration, such cooperation with the securities regulatory authorities in the Unities States may not be efficient in the absence of mutual and practical cooperation mechanism. Furthermore, according to Article 177 of the PRC Securities Law, which became effective in March 2020, or Article 177, the securities regulatory authority of the State Council may collaborate with securities regulatory authorities of other countries or regions in order to monitor and oversee cross border securities activities. Article 177 further provides that no overseas securities regulator is allowed to directly conduct investigation or evidence collection activities within the territory of the PRC, and that PRC entities and individuals are not allowed to provide documents or materials related to securities business activities to overseas agencies without prior consent of the securities regulatory authority of the State Council and the competent departments of the State Council. While detailed interpretation of or implementation rules under Article 177 have yet to be promulgated, the inability for an overseas securities regulator to directly conduct investigation or evidence collection activities within the PRC may further increase difficulties faced by you in protecting your interests.

Regulation and censorship of information disseminated over the Internet in the PRC may adversely affect Gogoro’s business, and Gogoro may be liable for content that is displayed on its website.

The PRC has enacted laws and regulations governing internet access and the distribution of products, services, news, information, audio-video programs and other content through the Internet. In the past, the PRC government has prohibited the distribution of information through the Internet that it deems to be in violation of PRC laws and regulations. If any of Gogoro’s Internet information is deemed by the PRC government to violate any content restrictions, Gogoro would not be able to continue to display such content and could become subject to penalties, including confiscation of income, fines, suspension of business and revocation of required licenses, which could materially and adversely affect Gogoro’s PRC businesses, financial condition and results of operations. Gogoro may also be subject to potential liability for any unlawful actions of its customers or users of its website or for content Gogoro distributes that is deemed inappropriate. It may be difficult to determine the type of content that may result in liability to Gogoro, and if Gogoro is found to be liable, it may be prevented from operating its website in the PRC.

Additional factors outside of Gogoro’s control related to doing business in the PRC could negatively affect Gogoro’s business.

Additional factors that could negatively affect Gogoro’s business include a potential significant revaluation of the RMB, which may result in an increase in the cost of operating in the PRC. Natural disasters or health pandemics impacting the PRC can also have a significant negative impact on Gogoro’s PRC businesses. Further, the imposition of trade sanctions or other regulations against products imported by Gogoro from, exported by Gogoro into, or the loss of “normal trade relations” status with the PRC could significantly increase Gogoro’s cost of products exported outside of or imported into the PRC and harm Gogoro’s business.

 

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Risks Related to Ownership of the Gogoro Ordinary Shares

The price of the Gogoro Ordinary Shares may be volatile, and the value of the Gogoro Ordinary Shares may decline.

Gogoro cannot predict the prices at which the Gogoro Ordinary Shares will trade. The price of the Gogoro Ordinary Shares may not bear any relationship to the market price at which the Gogoro Ordinary Shares will trade after the Business Combination or to any other established criteria of the value of Gogoro’s business and prospects, and the market price of the Gogoro Ordinary Shares following the Business Combination may fluctuate substantially. In addition, the trading price of the Gogoro Ordinary Shares following the Business Combination is likely to be volatile and could be subject to fluctuations in response to various factors, some of which are beyond Gogoro’s control. These fluctuations could cause you to lose all or part of your investment in the Gogoro Ordinary Shares as you might be unable to sell your shares at or above the price you paid in the Business Combination. Factors that could cause fluctuations in the trading price of the Gogoro Ordinary Shares include the following:

 

   

actual or anticipated fluctuations in Gogoro’s financial condition or results of operations;

 

   

variance in Gogoro’s financial performance from expectations of securities analysts;

 

   

changes in the pricing of Gogoro’s solutions;

 

   

changes in Gogoro’s projected operating and financial results;

 

   

changes in laws or regulations applicable to Gogoro’s platform;

 

   

announcements by Gogoro or its competitors of significant business developments, acquisitions, strategic partnerships or new offerings;

 

   

sales of the Gogoro Ordinary Shares by Gogoro or its shareholders;

 

   

significant data breaches, disruptions to or other incidents involving Gogoro’s platform;

 

   

Gogoro’s involvement in litigation;

 

   

conditions or developments affecting the EV and eTWs industries;

 

   

future sales of the Gogoro Ordinary Shares by Gogoro or its shareholders, as well as the anticipation of lock-up releases;

 

   

changes in senior management or key personnel;

 

   

the trading volume of the Gogoro Ordinary Shares;

 

   

changes in the anticipated future size and growth rate of Gogoro’s markets;

 

   

publication of research reports or news stories about Gogoro, its competitors or its industry, or positive or negative recommendations or withdrawal of research coverage by securities analysts;

 

   

general economic and market conditions; and

 

   

other events or factors, including those resulting from war, incidents of terrorism, global pandemics or responses to these events.

Broad market and industry fluctuations, as well as general economic, political, regulatory and market conditions, may also negatively impact the market price of the Gogoro Ordinary Shares. In addition, technology stocks have historically experienced high levels of volatility. In the past, companies who have experienced volatility in the market price of their securities have been subject to securities class action litigation. Gogoro may be the target of this type of litigation in the future, which could result in substantial expenses and divert Gogoro’s management’s attention.

 

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A market for Gogoro’s securities may not develop or be sustained, which would adversely affect the liquidity and price of Poema Global’s securities.

Following the Business Combination, the price of Gogoro’s securities may fluctuate significantly due to the market’s reaction to the Business Combination and general market and economic conditions. An active trading market for Gogoro’s securities following the Business Combination may never develop or, if developed, it may not be sustained. In addition, the price of Gogoro’s securities after the Business Combination can vary due to general economic conditions and forecasts, Poema Global’s general business condition and the release of Poema Global’s financial reports. Additionally, if Gogoro’s securities become delisted from the Nasdaq Global Select Market and are quoted on the OTC Bulletin Board (an inter-dealer automated quotation system for equity securities that is not a national securities exchange) or the combined company’s securities are not listed on the Nasdaq Global Select Market and are quoted on the OTC Bulletin Board, the liquidity and price of Gogoro’s securities may be more limited than if Gogoro were quoted or listed on Nasdaq, NYSE or another national securities exchange. You may be unable to sell your securities unless a market can be established or sustained.

Provisions in the Amended Gogoro Articles could discourage, delay or prevent a change of control of Gogoro and may affect the trading price of the Gogoro Ordinary Shares.

Some provisions of the Amended Gogoro Articles may discourage, delay or prevent a change in control of Gogoro or management that shareholders may consider favorable. These provisions, which are summarized below, are expected to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of Gogoro to first negotiate with the Gogoro Board. However, these provisions could also have the effect of discouraging others from attempting hostile takeovers and, as a consequence, they may also inhibit temporary fluctuations in the market price of the Gogoro Ordinary Shares and/or Gogoro Preference Shares that often result from actual or rumored hostile takeover attempts. These provisions may also have the effect of preventing changes in the management of Gogoro. It is possible that these provisions could make it more difficult to accomplish transactions that shareholders may otherwise deem to be in their best interests.

 

   

The Amended Gogoro Articles only permit Gogoro’s shareholders together holding at least 25% of Gogoro’s paid-up voting share capital to requisition a general meeting.

 

   

The Amended Gogoro Articles require the affirmative vote of the holders of at least 66 2/3% in voting power of all the then outstanding ordinary shares as being entitled to do so to pass any special resolution, which special resolution is required to, among others, amend the memorandum and articles of association or approve a merger.

 

   

Under the Amended Gogoro Articles, the Gogoro Board may comprise up to seven directors (or such greater number as may be approved by special resolution upon an amendment and/or restatement of the Amended Gogoro Articles). The directors shall be appointed and removed by special resolution of the shareholders.

In addition, these provisions may make it difficult and expensive for a third party to pursue a tender offer, change in control or takeover attempt that is opposed by Gogoro’s management or the Gogoro Board. Shareholders who might desire to participate in these types of transactions may not have an opportunity to do so, even if the transaction is favorable to shareholders. These anti-takeover provisions could substantially impede the ability of shareholders to benefit from a change in control or change Gogoro’s management and the Gogoro Board and, as a result, may adversely affect the market price of the Gogoro Ordinary Shares and/or Gogoro Preference Shares and your ability to realize any potential change of control premium. See “Description of Gogoro’s Share Capital and Articles of Association—Anti-Takeover Provisions in the Amended Gogoro Articles.”

 

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The Amended Gogoro Articles will provide that the courts of the Cayman Islands will be the exclusive forums for certain disputes between Gogoro and its shareholders, which could limit Gogoro’s shareholders’ ability to obtain a favorable judicial forum for complaints against Gogoro or its directors, officers or employees.

The Amended Gogoro Articles will provide that unless Gogoro consents in writing to the selection of an alternative forum: (i) to the fullest extent permitted by relevant law, the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the United States Securities Act of 1933, regardless of whether such legal suit, action, or proceeding also involves parties other than Gogoro; and (ii) the courts of the Cayman Islands shall have exclusive jurisdiction to hear, settle and/or determine any dispute, controversy or claim (including any non-contractual dispute, controversy or claim) whether arising out of or in connection with Amended Gogoro Articles or otherwise, including any questions regarding their existence, validity, formation or termination. For the avoidance of doubt and without limiting the jurisdiction of the courts of the Cayman Islands to hear, settle and/or determine disputes related to Gogoro, the courts of the Cayman Islands shall be the sole and exclusive forum for: (i) any derivative action or proceeding brought on behalf of Gogoro, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of Gogoro to Gogoro or Gogoro’s shareholders, (iii) any action or petition asserting a claim arising pursuant to any provision of the Companies Act (as amended) of the Cayman Island or the Amended Gogoro Articles including but not limited to any purchase or acquisition of Gogoro’s shares, securities or guarantee provided in consideration thereof, or (iv) any action asserting a claim against Gogoro concerning its internal affairs. The foregoing provisions of sub-paragraph (ii) above shall not apply to claims or causes of action brought to enforce a duty or liability created by the Securities Act or the Exchange Act or any other claim based on securities laws for which claim the federal district courts of the United States have exclusive jurisdiction.

This choice-of-forum provision may increase a shareholder’s cost and limit the shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with Gogoro or its directors, officers or other employees, which may discourage lawsuits against Gogoro and its directors, officers and other employees. Any person or entity purchasing or otherwise acquiring any of Gogoro’s shares or other securities, whether by transfer, sale, operation of law or otherwise, shall be deemed to have notice of and have irrevocably agreed and consented to these provisions. There is uncertainty as to whether a court would enforce such provisions, and the enforceability of similar choice of forum provisions in other companies’ charter documents has been challenged in legal proceedings. It is possible that a court could find this type of provisions to be inapplicable or unenforceable, and if a court were to find this provision in the Amended Gogoro Articles to be inapplicable or unenforceable in an action, Gogoro may incur additional costs associated with resolving the dispute in other jurisdictions, which could have adverse effect on Gogoro’s business and financial performance.

The warrant agreement relating to the Gogoro Warrants will provide that Gogoro agrees that any action, proceeding or claim against Gogoro arising out of or relating in any way to such agreement will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and that it irrevocably submits to such jurisdiction, which will be the exclusive forum for any such action, proceeding or claim. This exclusive forum provision could limit the ability of holders of the Gogoro Warrants to obtain what they believe to be a favorable judicial forum for disputes related to such agreement.

In connection with the Business Combination, Gogoro will enter into an Assignment and Assumption Agreement pursuant to which Poema Global will assign to Gogoro all of its rights, title, interests, and liabilities and obligations in and under the Warrant Agreement, dated January 5, 2021, by and between Poema Global and Continental. The Assignment and Assumption Agreement will provide that any action, proceeding or claim against Gogoro arising out of or relating in any way to such agreement, except for claims for which the federal courts have exclusive jurisdiction, such as suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder, will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, which will be the exclusive forum for any such action, proceeding or claim.

 

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The exclusive forum provision in the Assignment and Assumption Agreement may limit the ability of holders of the Gogoro Warrants to bring a claim in a judicial forum that it finds favorable for disputes related to the Assignment and Assumption Agreement, which may discourage such lawsuits against Gogoro and its directors or officers. Alternatively, if a court were to find this exclusive forum provision inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, Gogoro may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect its business, financial condition and results of operations and result in a diversion of the time and resources of its management and board of directors.

If Gogoro does not meet the expectations of equity research analysts, if they do not publish research or reports about Gogoro’s business or if they issue unfavorable commentary or downgrade the Gogoro Ordinary Shares, the price of the Gogoro Ordinary Shares could decline.

The trading market for the Gogoro Ordinary Shares will rely in part on the research and reports that equity research analysts publish about Gogoro and its business. The analysts’ estimates are based upon their own opinions and are often different from Gogoro’s estimates or expectations. If Gogoro’s results of operations are below the estimates or expectations of public market analysts and investors, the price of the Gogoro Ordinary Shares could decline. Moreover, the price of the Gogoro Ordinary Shares could decline if one or more securities analysts downgrade the Gogoro Ordinary Shares or if those analysts issue other unfavorable commentary or cease publishing reports about Gogoro or its business.

Gogoro’s issuance of additional share capital in connection with financings, acquisitions, investments, Gogoro’s equity incentive plans or otherwise will dilute all other shareholders.

Gogoro expects to issue additional share capital in the future that will result in dilution to all other shareholders. Gogoro expects to grant equity awards to employees and directors under its equity incentive plans. Gogoro may also raise capital through equity financings in the future. As part of Gogoro’s business strategy, Gogoro may acquire, make investments in or engage in strategic partnerships with companies, solutions or technologies and issue equity securities to pay for any such acquisition, investment or partnership. Any such issuances of additional share capital may cause shareholders to experience significant dilution of their ownership interests and the per share value of the Gogoro Ordinary Shares to decline.

Gogoro does not intend to pay dividends for the foreseeable future and, as a result, your ability to achieve a return on your investment will depend on appreciation in the price of the Gogoro Ordinary Shares.

Gogoro does not intend to pay any cash dividends in the foreseeable future, and any determination to pay dividends in the future will be at the discretion of the Board. Accordingly, you may need to rely on sales of the Gogoro Ordinary Shares after price appreciation, which may never occur, as the only way to realize any future gains on your investment.

Gogoro will be an emerging growth company and may take advantage of certain reduced reporting requirements.

Gogoro will be an “emerging growth company,” as defined in the JOBS Act, and Gogoro may take advantage of certain exemptions from various requirements applicable to other public companies that are not emerging growth companies including, most significantly, not being required to comply with the auditor attestation requirements of Section 404 of Sarbanes-Oxley Act of 2002 for so long as Gogoro is an emerging growth company. As a result, if Gogoro elects not to comply with such auditor attestation requirements, Gogoro’s investors may not have access to certain information they may deem important. However, the extended transition period under the JOBS Act for complying with new or revised accounting standards is not applicable to the Company since it reports under International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board.

 

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Gogoro will be a foreign private issuer within the meaning of the rules under the Exchange Act, and as such Gogoro will be exempt from certain provisions applicable to U.S. domestic public companies.

Because Gogoro will qualify as a foreign private issuer under the Exchange Act, Gogoro will be exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including:

 

   

the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q or current re-ports on Form 8-K;

 

   

the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act;

 

   

the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and

 

   

the selective disclosure rules by issuers of material nonpublic information under Regulation FD.

Gogoro will be required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, Gogoro intends to publish its results on a quarterly basis as press releases, distributed pursuant to the rules and regulations of Nasdaq. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information Gogoro will be required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information that would be made available to you were you investing in a U.S. domestic issuer.

Gogoro may lose its foreign private issuer status in the future, which could result in significant additional costs and expenses.

As discussed above, Gogoro will be a foreign private issuer, and therefore, Gogoro will not be required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act. The determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter, and, accordingly, the next determination will be made with respect to Gogoro on June 30, 2022. In the future, Gogoro would lose our foreign private issuer status if (1) more than 50% of Gogoro’s outstanding voting securities are owned by U.S. residents and (2) a majority of Gogoro’s directors or executive officers are U.S. citizens or residents, or Gogoro fails to meet additional requirements necessary to avoid loss of foreign private issuer status. If Gogoro loses its foreign private issuer status, Gogoro will be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer. Gogoro will also have to mandatorily comply with U.S. federal proxy requirements, and Gogoro’s officers, directors and principal shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, Gogoro will lose our ability to rely upon exemptions from certain corporate governance requirements under the listing rules of Nasdaq. As a U.S. listed public company that is not a foreign private issuer, Gogoro will incur significant additional legal, accounting and other expenses that Gogoro will not incur as a foreign private issuer.

As an exempted company incorporated in the Cayman Islands, Gogoro is permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from Nasdaq’s corporate governance requirements; these practices may afford less protection to shareholders. If Gogoro opts to rely on such exemptions in the future, such decision might afford less protection to holders of Gogoro’s ordinary shares.

As a Cayman Islands exempted company that will be listed on the Nasdaq Global Select Market, Gogoro will be subject to the Nasdaq listing standards. Section 5605(b)(1), Section 5605(c)(2) and Section 5635(c) of the

 

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Nasdaq Listing Rules require listed companies to have, among other things, a majority of its board members to be independent, an audit committee of at least three members and shareholders’ approval on adoption of equity incentive awards plans. However, the Nasdaq rules permit a foreign private issuer like Gogoro to follow the corporate governance practices of its home country. The corporate governance practice in Gogoro’s home country, the Cayman Islands, does not require a majority of Gogoro’s board of directors to consist of independent directors or the implementation of a nominating and corporate governance committee. Since a majority of Gogoro’s board of directors would not consist of independent directors if Gogoro relied on the foreign private issuer exemption, fewer board members would be exercising independent judgment and the level of board oversight on the management of Gogoro might decrease as a result. In addition, Gogoro could opt to follow Cayman Islands law instead of the Nasdaq requirements that mandate that Gogoro obtain shareholder approval for certain dilutive events, such as an issuance that will result in a change of control, certain transactions other than a public offering involving issuances of 20% or greater interests in the company and certain acquisitions of the shares or assets of another company. While Gogoro does not currently intend to follow home country practice in lieu of the above requirements, Gogoro could decide in the future to follow home country practice and its Board of Directors could make such a decision to depart from such requirements by ordinary resolution.

As a result of being a public company, Gogoro will be obligated to develop and maintain proper and effective internal controls over financial reporting, and any failure to maintain the adequacy of these internal controls may adversely affect investor confidence in Gogoro and, as a result, the value of the Gogoro Ordinary Shares.

Gogoro will be required, pursuant to Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of its internal control over financial reporting as of the end of the fiscal year that coincides with the filing of Gogoro’s second annual report on Form 20-F. This assessment will need to include disclosure of any material weaknesses identified by Gogoro’s management in its internal control over financial reporting. In addition, Gogoro’s independent registered public accounting firm will be required to attest to the effectiveness of its internal control over financial reporting in Gogoro’s first annual report required to be filed with the SEC following the date Gogoro is no longer an “emerging growth company.”

Gogoro’s current controls and any new controls that it develops may become inadequate because of changes in conditions in Gogoro’s business. In addition, changes in accounting principles or interpretations could also challenge Gogoro’s internal controls and require that Gogoro establishes new business processes, systems and controls to accommodate such changes. Additionally, if these new systems, controls or standards and the associated process changes do not give rise to the benefits that Gogoro expects or do not operate as intended, it could materially and adversely affect Gogoro’s financial reporting systems and processes, Gogoro’s ability to produce timely and accurate financial reports or the effectiveness of internal control over financial reporting. Moreover, Gogoro’s business may be harmed if Gogoro experiences problems with any new systems and controls that result in delays in their implementation or increased costs to correct any post- implementation issues that may arise.

During the evaluation and testing process of Gogoro’s internal controls, if Gogoro identifies one or more material weaknesses in its internal control over financial reporting, Gogoro will be unable to certify that its internal control over financial reporting is effective. Gogoro cannot assure you that there will not be material weaknesses or significant deficiencies in its internal control over financial reporting in the future. Any failure to maintain internal control over financial reporting could severely inhibit Gogoro’s ability to accurately report its financial condition or results of operations. If Gogoro is unable to conclude that its internal control over financial reporting is effective, or if Gogoro’s independent registered public accounting firm determines Gogoro has a material weakness or significant deficiency in its internal control over financial reporting, Gogoro could lose investor confidence in the accuracy and completeness of its financial reports, the market price of the Gogoro Ordinary Shares could decline, and Gogoro could be subject to sanctions or investigations by the SEC or other regulatory authorities. Failure to remedy any material weakness in Gogoro’s internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict Gogoro’s future access to the capital markets.

 

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The growth and expansion of Gogoro’s business places a continuous, significant strain on its operational and financial resources. Further growth of Gogoro’s operations to support its customer base, its platform, solutions and its internal controls and procedures may not be adequate to support Gogoro’s operations. As Gogoro continues to grow, Gogoro may not be able to successfully implement requisite improvements to these systems, controls and processes, such as system access and change. The growth and expansion of Gogoro’s business places a continuous, significant strain on Gogoro’s operational and financial resources. Further growth of Gogoro’s operations to support its customer base, its information technology systems and its internal controls and procedures may not be adequate to support Gogoro’s operations. As Gogoro continues to grow, it may not be able to successfully implement requisite improvements to these systems, controls and processes, such as system access and change management controls, in a timely or efficient manner. Gogoro’s failure to improve its systems and processes, or their failure to operate in the intended manner, whether as a result of the growth of our business or otherwise, may result in our inability to accurately forecast our revenue and expenses, or to prevent certain losses. Moreover, the failure of Gogoro’s systems and processes could undermine Gogoro’s ability to provide accurate, timely and reliable reports on our financial and operating results and could impact the effectiveness of its internal control over financial reporting. In addition, Gogoro’s systems and processes may not prevent or detect all errors, omissions or fraud.

As a result of Gogoro’s plans to expand operations, including to jurisdictions in which the tax laws may not be favorable, Gogoro’s tax rate may fluctuate, its tax obligations may become significantly more complex and subject to greater risk of examination by taxing authorities or Gogoro may be subject to future changes in tax law, the impacts of which could adversely affect Gogoro’s after-tax profitability and financial results.

Because Gogoro does not have a long history of operating at its present scale and has significant expansion plans, Gogoro’s effective tax rate may fluctuate in the future. Future effective tax rates could be affected by Gogoro’s operating results before taxes, changes in the composition of operating income and earnings in countries or jurisdictions with differing tax rates, including as Gogoro expands into additional jurisdictions, changes in deferred tax assets and liabilities, changes in accounting and tax standards or practices, changes in tax laws, changes in the tax treatment of share-based compensation, and Gogoro’s ability to structure its operations in an efficient and competitive manner.

Due to the complexity of multinational tax obligations and filings, Gogoro may have a heightened risk related to audits, examinations or administrative appeals by taxing authorities. Outcomes from current and future tax audits, examinations or administrative appeals could have an adverse effect on Gogoro’s after-tax profitability and financial condition. Additionally, several tax authorities have increasingly focused attention on intercompany transfer pricing with respect to sales of products and services and the use of intangibles. Tax authorities could disagree with Gogoro’s intercompany charges, cross-jurisdictional transfer pricing or other matters and assess additional taxes. If Gogoro does not prevail in any such disagreements, its profitability may be affected.

Gogoro’s after-tax profitability and financial results may also be adversely impacted by changes in the relevant tax laws and tax rates, treaties, regulations, administrative practices and principles, judicial decisions and interpretations thereof, in each case, possibly with retroactive effect. For example, the Multilateral Convention to Implement Tax Treaty Related Measures to Prevent BEPS recently entered into force among the jurisdictions that have ratified it. Additionally, many countries and organizations, such as the Organization for Economic Cooperation and Development, are also actively considering changes to existing tax laws or have proposed or enacted new laws that could increase Gogoro’s tax obligations in countries where it does business or cause Gogoro to change the way it operates its business. These recent changes and proposals could negatively impact Gogoro’s taxation, especially as Gogoro expands its relationships and operations internationally.

 

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If a U.S. Holder is treated as owning at least 10% by vote or value of Gogoro’s shares, such holder may be subject to adverse U.S. federal income tax consequences.

If a United States person (as defined in Section 7701(a)(30) of the Code) is treated as owning (directly, indirectly, or constructively) at least 10% of the total combined voting power of all classes of Gogoro’s shares entitled to vote or at least 10% of the total value of shares of all classes of Gogoro’s shares, such person may be treated as a “United States shareholder” with respect to each “controlled foreign corporation” (“CFCs”) in Gogoro’s group (if any), which may subject such person to adverse U.S. federal income tax consequences. Specifically, a United States shareholder of a CFC may be required to annually report and include in its U.S. taxable income its pro rata share of such CFC’s “Subpart F income,” “global intangible low-taxed income” and investments in U.S. property, whether or not Gogoro makes any distributions of profits or income of such CFC to such United States shareholder. If a U.S. Holder is treated as a United States shareholder of a CFC, failure to comply with applicable reporting obligations may subject such holder to significant monetary penalties and may extend the statute of limitations with respect to such holder’s U.S. federal income tax return for the year for which reporting was due. Additionally a United States shareholder of a CFC that is an individual would generally be denied certain tax deductions or foreign tax credits in respect of its income that may otherwise be allowable to a United States shareholder that is a U.S. corporation.

Gogoro cannot provide any assurances that it will assist holders of its shares in determining whether Gogoro or any of its non-U.S. subsidiaries are treated as CFCs or whether any holder of the Gogoro Ordinary Shares is treated as a United States shareholder with respect to any such CFC, nor does Gogoro expect to furnish to any United States shareholders information that may be necessary to comply with the aforementioned reporting and tax paying obligations. The U.S. Internal Revenue Service has provided limited guidance regarding the circumstances in which investors may rely on publicly available information to comply with their reporting and taxpaying obligations with respect to CFCs. Each U.S. investor should consult its advisors regarding the potential application of these rules to an investment in the Gogoro Ordinary Shares.

Gogoro may become a passive foreign investment company for U.S. federal income tax purposes, which could result in adverse U.S. federal income tax consequences to U.S. Holders of Gogoro Ordinary Shares.

Based on the fiscal year 2020 composition of the income, assets and operations of Gogoro and its subsidiaries, Gogoro does not expect to be a PFIC in the taxable year that includes the Business Combination, although there can be no assurance in this regard. The determination of whether or not Gogoro is a PFIC is made on an annual basis and will depend on the composition of Gogoro and its subsidiaries’ income and assets, and the market value of Gogoro and its subsidiaries’ assets, from time to time. Specifically, for any taxable year a non-U.S. corporation will be classified as a PFIC for U.S. federal income tax purposes if either: (1) 75% or more of its gross income in that taxable year is passive income, or (2) 50% or more of the value of its assets (generally based on an average of the quarterly values of the assets) during such year is attributable to assets that produce or are held for the production of passive income. The calculation of the value of Gogoro and its subsidiaries’ assets will be based, in part, on the quarterly market value of Gogoro Ordinary Shares, which is subject to change.

The determination of whether Gogoro or its subsidiaries will be or become a PFIC may also depend, in part, on how, and how quickly, it uses liquid assets and the cash acquired from Poema Global in the Business Combination and the PIPE Investment or otherwise. If Gogoro were to retain significant amounts of liquid assets, including cash, the risk of Gogoro being classified as a PFIC may substantially increase. Because there are uncertainties in the application of the relevant rules and PFIC status is a factual determination made annually after the close of each taxable year, there can be no assurance that Gogoro will not be a PFIC for the taxable year that includes the Business Combination or any future taxable year, and no opinion of counsel has or will be provided regarding the classification of Gogoro as a PFIC. If Gogoro were classified as a PFIC for any year during which a U.S. Holder held Gogoro Ordinary Shares, it generally would continue to be treated as a PFIC for all succeeding years during which such holder held Gogoro Ordinary Shares.

 

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If Gogoro were to become a PFIC, such characterization could result in adverse U.S. federal income tax consequences to U.S. Holders of Gogoro Ordinary Shares. For example, if Gogoro is a PFIC, U.S. Holders of Gogoro Ordinary Shares may become subject to increased tax liabilities under U.S. federal income tax laws and regulations and will become subject to burdensome reporting requirements. Gogoro cannot assure any investor that Gogoro will not be a PFIC for the taxable year that includes the Business Combination or any future taxable year. U.S. investors should consult their own tax advisors about the circumstances that may cause Gogoro to be classified as a PFIC and the consequences if Gogoro is classified as a PFIC.

General Risk Factors

Gogoro’s operations could be adversely affected by events outside of its control, such as natural disasters, including floods, earthquakes or hurricanes, wars, health epidemics or incidents such as loss of power supply.

The occurrence of a natural disaster such as an earthquake, hurricane, drought, flood, fire, localized extended outages of critical utilities or transportation systems, or any critical resource shortages could cause a significant interruption in Gogoro’s business, damage or destroy its facilities or inventory, and cause it to incur significant costs, any of which could harm Gogoro’s business, financial condition, and results of operations. The insurance Gogoro maintains against fires, earthquakes, hurricanes and other disasters and damage may not be adequate to cover losses in any particular case.

In addition, loss of power supply can affect throughput and/or user acceptance of EVs and PTWs, as charged batteries at the swapping stations may be unavailable at the desired times, or at all during these events. If these events persist, the demand for EVs and PTWs could decline.

Further, severe natural disasters could affect Gogoro’s data centers in a temporal or longer-term fashion which would adversely affect Gogoro’s ability to operate its network.

Risks Related to the Business Combination

Poema Global may not have sufficient funds to consummate the Business Combination.

As of September 30, 2021, Poema Global had cash of $524,601 held outside of the Trust Account to fund its working capital requirements. If Poema Global is required to seek additional capital, it would need to borrow funds from the Sponsor, its management team or other third parties, or it may be forced to liquidate. None of such persons is under any obligation to advance funds to Poema Global in such circumstances. Any such advances would be repaid only from funds held outside the Trust Account or from funds released to Poema Global upon completion of the Business Combination. If Poema Global is unable to consummate the Business Combination because it does not have sufficient funds available, Poema Global will be forced to cease operations and liquidate the Trust Account. Consequently, Poema Global Public Shareholders may receive less than $10 per share.

If the PIPE Investment is not consummated and Gogoro does not waive the Minimum Available SPAC Cash Amount, the Business Combination may be terminated.

As a condition to closing the Business Combination, the Merger Agreement provides that the sum of (i) the amount of cash available in the Trust Account following the extraordinary general meeting, after deducting the amount required to satisfy Poema Global Public Shareholders’ redemption requests and net of any unpaid or contingent liabilities of Poema Global, (ii) the PIPE Investment actually received by the Company prior to or substantially concurrently with the Closing and (iii) cash proceeds to be funded immediately prior to or concurrently with the Closing to the Company pursuant to certain subscription agreements, each executed by an investor, Poema Global and the Company between the execution of the Merger Agreement and the Closing (“Permitted Equity Financing”) must equal to or exceed $400,000,000. Since the amount in the Trust Account is less than $400,000,000, the funds from the PIPE Investment is required in order to consummate the Business

 

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Combination, unless such condition is waived by Gogoro. While the PIPE Investors have entered into the Subscription Agreements to purchase an aggregate of up to approximately $284,820,000 immediately prior to the Closing, there can be no assurance that such parties to the Subscription Agreements will perform their obligations thereunder. If the minimum cash condition is not met or waived by Gogoro, the Business Combination may be terminated.

Because Gogoro is not conducting an underwritten offering of its securities, no underwriter has conducted due diligence of Gogoro’s business, operations or financial condition or reviewed the disclosure in this proxy statement/prospectus.

Section 11 of the Securities Act (“Section 11”) imposes liability on parties, including underwriters, involved in a securities offering if the registration statement contains a materially false statement or material omission. To effectively establish a due diligence defense against a cause of action brought pursuant to Section 11, a defendant, including an underwriter, carries the burden of proof to demonstrate that such defendant, after reasonable investigation, believed that the statements in the registration statement were true and free of material omissions. In order to meet this burden of proof, underwriters in a registered offering typically conduct extensive due diligence of the registrant and vet the registrant’s disclosure. Such due diligence may include calls with the issuer’s management, review of material agreements, and background checks on key personnel, among other investigations.

Because Gogoro intends to become publicly traded through a business combination with a special purpose acquisition company rather through an underwritten offering of its Ordinary Shares, no underwriter is involved in the Business Combination. As a result, no underwriter has conducted due diligence on Gogoro in order to establish a due diligence defense with respect to the disclosure presented in this proxy statement/prospectus. If such investigation had occurred, certain information in this proxy statement/prospectus may have been presented in a different manner or additional information may have been presented at the request of such underwriter.

In addition, going public via a business combination with a SPAC does not involve a book-building process as is the case in an underwritten public offering. In any underwritten public offering, the initial value of a company is set by investors who indicate the price at which they are prepared to purchase shares from the underwriters. In the case of a SPAC transaction, the value of the company is established by means of negotiations between the target company, the SPAC and, in some cases, “PIPE” investors who agree to purchase shares at the time of the business combination. The process of establishing the value of a company in a SPAC business combination may be less effective than the bookbuilding process in an underwritten public offering and also does not reflect events that may have occurred between the date of the business combination agreement and the closing of the transaction. In addition, underwritten public offerings are frequently oversubscribed resulting in additional potential demand for shares in the aftermarket following the underwritten public offering. There is no such book of demand built up in connection with SPAC transaction and no underwriters with the responsibility of stabilizing the share price which may result in the share price being harder to sustain after the transaction.

If Poema Global’s shareholders fail to properly demand redemption rights, they will not be entitled to convert their Public Shares into a pro rata portion of the Trust Account.

Poema Global shareholders holding Public Shares may demand that Poema Global convert their Public Shares into a pro rata portion of the Trust Account, calculated as of two (2) business days prior to the consummation of the Business Combination. To demand redemption rights, Poema Global shareholders must deliver their share certificates (if any) and other redemption forms (either physically or electronically) to Poema Global’s transfer agent no later than two (2) business days prior to the extraordinary general meeting. Any shareholder who fails to properly demand redemption rights by delivering his, her or its shares will not be entitled to convert his, her or its share certificates (if any) and other redemption forms into a pro rata portion of the Trust Account. See the section of this proxy statement/prospectus titled “Extraordinary General Meeting of Poema Global Shareholders—Redemption Rights” for the procedures to be followed if you wish to convert your shares to cash.

 

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The Business Combination remains subject to conditions that Poema Global cannot control, and if such conditions are not satisfied or otherwise waived, the Business Combination may not be consummated.

The Business Combination is subject to a number of conditions, including, among others, the conditions that Poema Global having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-5(g)(1) of the Exchange Act) immediately after the First Effective Time, that there be no legal prohibition against consummation of the Business Combination; and that the Gogoro Ordinary Shares be approved for listing on the Nasdaq Global Select Market subject only to official notice of issuance thereof, receipt of shareholder approvals from Poema Global’s and Gogoro’s shareholders, continued effectiveness of the registration statement of which this proxy statement/prospectus is a part, the truth and accuracy of Poema Global’s and Gogoro’s representations and warranties made in the Merger Agreement and the consummation of certain ancillary agreements. There are no assurances that all conditions to the Business Combination will be satisfied or that the conditions will be satisfied in the time frame expected.

If the conditions to the Business Combination are not met (or are not waived, to the extent available), either Poema Global or Gogoro may, subject to the terms and conditions of the Merger Agreement, terminate the Merger Agreement. See the section of this proxy statement/prospectus titled “The Merger Agreement—Termination.”

The exercise of Poema Global’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes to the terms of the Business Combination or waivers of conditions are appropriate and in Poema Global’s shareholders’ best interest.

In the period leading up to the closing of the Business Combination, events may occur that, pursuant to the Merger Agreement, would require Poema Global to agree to amend the Merger Agreement, to consent to certain actions taken by Gogoro or to waive rights that Poema Global is entitled to under the Merger Agreement. Waivers may arise because of changes in the course of Gogoro’s business, a request by Gogoro to undertake actions that would otherwise be prohibited by the terms of the Merger Agreement or the occurrence of other events that would have a material adverse effect on Gogoro’s business and would entitle Poema Global to terminate the Merger Agreement in accordance with its terms. In any of such circumstances, it would be at Poema Global’s discretion, acting through its board of directors, to grant its consent or waive those rights. The existence of the financial and personal interests of the directors and officers described in the following risk factors may result in a conflict of interest on the part of one or more of the directors or officers between what he, she or they may believe is best for Poema Global and what he, she or they may believe is best for himself, herself or themselves in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, Poema Global does not believe there will be any changes or waivers that Poema Global’s directors and officers would be likely to make after shareholder approval of the Business Combination Proposal has been obtained. While certain changes could be made without further shareholder approval, Poema Global will circulate a new or amended proxy statement/prospectus and resolicit Poema Global’s shareholders if there are changes to the terms of the Business Combination that would have a material impact on its shareholders or that represent a fundamental change in the proposals being voted upon.

Poema Global identified a material weakness in its internal control over financial reporting as of March 31, 2021, June 30, 2021 and September 30, 2021. If Poema Global is unable to maintain an effective system of internal control over financial reporting, it may not be able to accurately report its financial results in a timely manner and may be unable to maintain compliance with applicable stock exchange listing requirements, which may adversely affect investor confidence and materially and adversely affect its business and operating results.

During the course of preparing the quarterly report on Form 10-Q for the three-month period ended March 31, 2021, Poema Global identified a misstatement in its misapplication of accounting guidance related to its warrants in its previously issued audited balance sheet dated January 8, 2021, filed on Form 8-K on January 14, 2021 (the “Post-IPO Balance Sheet”). On April 12, 2021, the staff of the Securities and Exchange

 

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Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as Liabilities on the SPAC’s balance sheet as opposed to equity. Since their issuance, the Poema Global Warrants have been accounted for as equity within its previously reported balance sheets. After discussion and evaluation, including with its independent registered public accounting firm and audit committee, Poema Global’s management concluded that the Poema Global Warrants should be presented as liabilities with subsequent fair value remeasurement. The Poema Global Warrants were reflected as a component of equity in the Post-IPO Balance Sheet as opposed to liabilities on the balance sheet, based on its application of FASB ASC Topic 815-40, Derivatives and Hedging, Contracts In Entity’s Own Equity (“ASC 815-40). The views expressed in the SEC Staff Statement were not consistent with Poema Global’s historical interpretation of the specific provisions within its warrant agreement and its application of ASC 815-40 to the warrant agreement. Based on the reassessment, management determined that the Poema Global Warrants should be classified as liabilities measured at fair value upon issuance, with subsequent changes in fair value reported in its statement of operations each reporting period. Poema Global concluded that the misstatement was not material to the Post-IPO Balance Sheet and the misstatement had no material impact to any prior interim period.

During the course of preparing the quarterly report on Form 10-Q for the three-month period ended September 30, 2021, Poema Global’s management determined that it should revise its classification of Class A ordinary shares subject to redemption issued as part of the units sold in the Poema Global IPO. Upon the IPO, Poema Global classified a portion of the Class A ordinary shares as permanent equity to maintain net tangible assets greater than $5,000,000, on the basis that it will consummate its initial business combination only if it has net tangible assets of at least $5,000,001, and did not consider redeemable shares classified as temporary equity as part of net tangible assets. Poema Global’s management has decided to revise this interpretation to include temporary equity in net tangible assets and correct the error by revising all Class A ordinary shares subject to redemption as temporary equity. This resulted in an adjustment to the initial carrying value of the Class A ordinary shares subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A ordinary shares. In connection with the change in presentation for the Class A ordinary shares subject to possible redemption, Poema Global revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation differs from the previously presented method of earnings per share, which was similar to the two-class method, and contemplates an initial business combination as the most likely outcome, in which case, both classes of ordinary shares share pro rata in the income (loss) of Poema Global.

Upon further consideration of the material nature of the changes, Poema Global determined the change in classification of the Class A ordinary shares subject to redemption and change to its presentation of earnings per share is material quantitatively and Poema Global should restate its previously issued financial statements. On December 17, 2021, Poema Global’s management and the audit committee of Poema Global’s board of directors concluded that Poema Global’s previously issued (i) audited balance sheet as of January 8, 2021, filed as Exhibit 99.1 to Poema Global’s Current Report on Form 8-K filed with the SEC on January 14, 2021, (ii) unaudited interim condensed financial statements included in Poema Global’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on May 2, 2021, (iii) unaudited interim condensed financial statements included in Poema Global’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 16, 2021, and (iv) unaudited interim condensed financial statements included in Poema Global’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the SEC on November 17, 2021 (collectively, the “Affected Periods”), should no longer be relied upon and that it is appropriate to restate Poema Global’s financial statements for the Affected Periods. Poema Global believes that none of the above changes will have any impact on its cash position and cash held in the trust account established in connection with the IPO.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, Poema Global’s management carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures and

 

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concluded that its disclosure controls and procedures were not effective as of March 31, 2021, June 30, 2021 and September 30, 2021 due to failures to correctly apply the nuances of the complex accounting standards, which resulted in a material weakness in its internal control over financial reporting. Poema Global’s management has implemented remediation steps to address the material weakness and to improve its internal control over financial reporting. Specifically, Poema Global has enhanced its processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to its financial statements to address the material weakness. Its updated processes include providing enhanced access to accounting literature, research materials and documents and increased communication among its personnel and third-party professionals with whom it consults regarding complex accounting applications. The elements of Poema Global’s remediation plan can only be accomplished over time, and there is no assurance that these initiatives will ultimately have the intended effects.

Disclosure controls and procedures are designed to ensure that information required to be disclosed by Poema Global in its Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to its management, including its principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Effective internal controls are necessary for Poema Global to provide reliable financial reports and prevent fraud, and any material weakness could limit its ability to prevent or detect a misstatement of its accounts or disclosures that could result in a material misstatement of its annual or interim financial statements. In such a case, Poema Global may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in its financial reporting, its securities price may decline and Poema Global may face litigation as a result.

Because Poema Global and Gogoro are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, including in the event the Business Combination is not completed, and your ability to protect your rights through the U.S. federal courts may be limited.

Both Poema Global and Gogoro are exempted companies incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon Poema Global’s and/or Gogoro’s directors or officers, or to enforce judgments obtained in the United States courts against Poema Global’s and/or Gogoro’s directors or officers.

The corporate affairs of both Poema Global and Gogoro are governed by their respective amended and restated memorandum and articles of association, the Cayman Companies Act (as the same may be supplemented or amended from time to time) and the common law of the Cayman Islands. Poema Global is also subject to the federal securities laws of the United States. The rights of the Poema Global shareholders to take action against Poema Global’s directors, actions by minority Poema Global shareholders and the fiduciary responsibilities of Poema Global’s directors to Poema Global shareholders under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority but are not binding on a court in the Cayman Islands. The rights of the Poema Global shareholders and the fiduciary duties of Poema Global’s directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States.

Poema Global has been advised by Maples and Calder (Hong Kong) LLP, Poema Global’s Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against it judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against

 

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it predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

As a result of all of the above, Poema Global shareholders and shareholders of Gogoro may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a corporation incorporated in the United States.

Future resales of the Gogoro Ordinary Shares issued in connection with the Business Combination may cause the market price of the Gogoro Ordinary Shares to drop significantly, even if Gogoro’s business is doing well.

Certain shareholders of Gogoro and the Sponsor have entered into support agreements with Gogoro and Poema Global. Pursuant to such support agreements, such Gogoro shareholders and the Sponsor have agreed that, during the applicable lock-up period, they will not, directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares, or any options or warrants to purchase any share or any securities convertible into, exchangeable for or that represent the right to receive shares, or any interest in any of the foregoing, whether now owned or hereinafter acquired, owned directly by such shareholder (including holding as a custodian) or with respect to which such shareholder has beneficial ownership within the rules and regulations of the SEC (in each case, subject to certain exceptions set forth in the applicable agreement). See the section of this proxy statement/prospectus titled “Agreements Entered Into in Connection with the Business Combination—Sponsor Support Agreement.”

Further, concurrently with the closing of the Transactions under the Merger Agreement, Gogoro, the Sponsor and certain Gogoro shareholders will enter into a registration rights agreement that will provide the Sponsor and the other parties thereto with customary demand registration rights and piggy-back registration rights with respect to registration statements filed by Gogoro after the closing. See the section of this proxy statement/prospectus titled “Agreements Entered Into in Connection with the Business Combination—Registration Rights Agreement.”

Upon expiration of the applicable lock-up period and upon the effectiveness of any registration statement that Gogoro files pursuant to the above-referenced registration rights agreement, in a registered offering of securities pursuant to the Securities Act or otherwise in accordance with Rule 144 under the Securities Act, the Gogoro shareholders may sell large amounts of Gogoro Ordinary Shares in the open market or in privately negotiated transactions, which could have the effect of increasing the volatility in the trading price of the Gogoro Ordinary Shares or putting significant downward pressure on the price of the Gogoro Ordinary Shares. Further, sales of Gogoro Ordinary Shares upon expiration of the applicable lockup period could encourage short sales by market participants. Generally, short selling means selling a security, contract or commodity not owned by the seller. The seller is committed to eventually purchase the financial instrument previously sold. Short sales are used to capitalize on an expected decline in the security’s price. Short sales of Gogoro Ordinary Shares could have a tendency to depress the price of the Gogoro Ordinary Shares, which could increase the potential for short sales.

 

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We cannot predict the size of future issuances of Gogoro Ordinary Shares or the effect, if any, that future issuances and sales of shares of Gogoro Ordinary Shares will have on the market price of the Gogoro Ordinary Shares. Sales of substantial amounts of Gogoro Ordinary Shares (including those shares issued in connection with the Business Combination), or the perception that such sales could occur, may materially and adversely affect prevailing market prices of Gogoro Ordinary Shares.

Poema Global’s board of directors did not obtain a third-party fairness opinion in determining whether or not to proceed with the Business Combination.

Poema Global’s board of directors did not obtain a third-party fairness opinion in connection with its determination to approve the Business Combination. In analyzing the Business Combination, Poema Global’s board of directors and management conducted due diligence on Gogoro and researched the industry in which Gogoro operates and concluded that the Business Combination was fair to and in the best interest of Poema Global and its shareholders. Accordingly, investors will be relying solely on the judgment of Poema Global’s board of directors and management in valuing Gogoro’s business, and Poema Global’s board of directors and management may not have properly valued such business. The lack of a third-party fairness opinion may lead an increased number of shareholders to vote against the proposed Business Combination or demand redemption of their shares for cash, which could potentially impact Poema Global’s ability to consummate the Business Combination or materially and adversely affect Gogoro’s liquidity following the consummation of the Business Combination.

Poema Global and Gogoro will incur significant transaction and transition costs in connection with the Business Combination.

Poema Global and Gogoro have both incurred and expect to incur significant non-recurring costs in connection with consummating the Transactions and operating as a public company following the consummation of the Transactions. Gogoro may also incur additional costs to retain key employees. All expenses incurred in connection with the Business Combination, including all legal, accounting, consulting, investment banking and other fees, expenses and costs, will be for the account of the party incurring such fees, expenses and costs or paid by Gogoro following the Closing.

Subsequent to the completion of the Business Combination, the combined company may be required to take write-downs or write-offs, restructure its operations and incur impairment or other charges that could have a significant negative effect on its financial condition, results of operations and the combined company’s share price, which could cause you to lose some or all of your investment.

Although Poema Global has conducted extensive due diligence on Gogoro, Poema Global cannot assure you that this diligence will surface all material issues that may be present in Gogoro’s business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of Gogoro’s business and outside of its control will not later arise. As a result of these factors, the combined company may be forced to later write-down or write-off assets, restructure its operations, or incur impairment or other charges that could result in its reporting losses. Even if Poema Global’s due diligence successfully identified certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with Poema Global’s preliminary risk analysis. Even though these charges may be non-cash items and would not have an immediate impact on the combined company’s liquidity, the fact that the combined company reports charges of this nature could contribute to negative market perceptions of the combined company or its securities. In addition, charges of this nature may cause the combined company to violate net worth or other covenants to which the combined company may be subject. Accordingly, any shareholders who choose to remain shareholders following the Business Combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value.

 

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The Gogoro Ordinary Shares to be received by Poema Global’s shareholders as a result of the Business Combination will have different rights from Poema Global Ordinary Shares.

Following completion of the Business Combination, Poema Global’s shareholders will no longer be shareholders of Poema Global but will instead be shareholders of Gogoro. There will be important differences between your current rights as a Poema Global shareholder and your rights as a Gogoro shareholder. See “Comparison of Rights of Gogoro Shareholders and Poema Global Shareholders” for a discussion of the different rights associated with the Gogoro Ordinary Shares.

Poema Global’s shareholders will have a reduced ownership and voting interest after consummation of the Business Combination and will exercise less influence over management.

After the completion of the Business Combination, Poema Global’s shareholders will own a smaller percentage of the combined company than they currently own in Poema Global. At the Closing, existing Gogoro shareholders, Poema Global Public Shareholders and holders of Poema Global Class B Shares are expected to hold approximately 73.7%, 3.2% and 12.6% of the issued and outstanding Gogoro Ordinary Shares, respectively, under the No Redemption Scenario and approximately 78.7%, 3.4% and 6.8% of the issued and outstanding Gogoro Ordinary Shares, respectively, under the 50% Redemption Scenario. In addition, such ownership and voting interest could be further reduced as a result of issuance of additional Gogoro Ordinary Shares. For example, under the No Redemption Scenario, Poema Global Public Shareholders’ ownership and voting interest in the combined company will be reduced to 12.1% upon the issuance of all the Earnout Shares and 11.5% upon the issuance of Gogoro Ordinary Shares underlying all the issued and outstanding Gogoro Warrants; and under the 50% Redemption Scenario, Poema Global Public Shareholders’ ownership and voting interest in the combined company will be reduced to 6.4% upon the issuance of the Earnout Shares and 6.1% upon the issuance of Gogoro Ordinary Shares underlying all the issued and outstanding Gogoro Warrants. Consequently, Poema Global’s shareholders, as a group, will have reduced ownership and voting power in the combined company compared to their ownership and voting power in Poema Global.

Poema Global Public Shareholders who redeem their Public Shares may continue to hold the Public Warrants, which will result in additional dilution to non-redeeming Poema Global Public Shareholders upon exercise.

Assuming that all the redeeming Poema Global Public Shareholders continue to hold the Public Warrants they own, an aggregate of 17,250,000 Gogoro Warrants would be retained by these shareholders, which would have had an aggregate market value of approximately $23 million based on the closing Poema Warrant price on Nasdaq of $1.329 as of January 7, 2022. The actual market price of the Poema Warrants may be higher or lower on the date that holders seek to sell such Poema Warrants. As a result, the redeeming Poema Global Public Shareholders could recoup their entire investment and continue to hold Gogoro Warrants, while non-redeeming Poema Global Public Shareholders could suffer additional dilution in their percentage ownership and voting interest of the combined company upon exercise of the Gogoro Warrants held by redeeming Poema Global Public Shareholders. Further, while the level of redemptions of Public Shares will not directly change the value of the Poema Warrants because the Warrants will remain outstanding regardless of the level of redemptions, as redemptions of Public Shares increase, a holder of Poema Warrants who exercises such Poema Warrants will ultimately own a greater interest in Gogoro because there would be fewer shares outstanding overall.

After the completion of the Business Combination, Poema Global’s shareholders will own a smaller percentage of the combined company than they currently own in Poema Global. At the Closing, assuming no holder of Poema Global Ordinary Shares exercises redemption rights as described in this proxy statement/prospectus, existing Gogoro shareholders will hold approximately 74.5% of the issued and outstanding Gogoro Ordinary Shares and current shareholders of Poema Global (including the Sponsor) will hold approximately 16.0% of the issued and outstanding Gogoro Ordinary Shares. Consequently, Poema Global’s shareholders, as a group, will have reduced ownership and voting power in the combined company compared to their ownership and voting power in Poema Global.

 

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Gogoro may issue additional Gogoro Ordinary Shares or other equity securities without seeking approval of the Gogoro shareholders, which would dilute your ownership interests and may depress the market price of the Gogoro Ordinary Shares.

Upon consummation of the Business Combination, Gogoro may choose to seek third-party financing to provide additional working capital for the Gogoro business, in which event Gogoro may issue additional equity securities. Following the consummation of the Business Combination, Gogoro may also issue additional Gogoro Ordinary Shares or other equity securities of equal or senior rank in the future for any reason or in connection with, among other things, future acquisitions, the redemption of outstanding warrants or repayment of outstanding indebtedness, without shareholder approval, in a number of circumstances.

The issuance of additional Gogoro Ordinary Shares or other equity securities of equal or senior rank would have the following effects:

 

   

the proportionate ownership interest in Gogoro of the existing shareholders of Gogoro and Poema Global would decrease;

 

   

the amount of cash available per share, including for payment of dividends in the future, may decrease;

 

   

the relative voting strength of each previously outstanding Gogoro ordinary share may be diminished; and

 

   

the market price of the Gogoro Ordinary Shares may decline.

Poema Global’s current directors’ and executive officers’ affiliates own Poema Global Ordinary Shares that will be worthless if the Business Combination is not approved. Such interests may have influenced their decision to approve the Business Combination.

If the Business Combination or another business combination is not consummated by January 8, 2023 (or such later date as may be approved by Poema Global’s shareholders in an amendment to the Poema Global Articles), Poema Global will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Public Shares for cash and, subject to the approval of its remaining shareholders and its board of directors, liquidating and dissolving. In such event, the 8,625,000 Poema Global Class B Shares held by the Sponsor and certain of Poema Global’s directors, which were acquired prior to the Poema Global IPO for an aggregate purchase price of $25,000, and the 9,400,000 Private Warrants held by the Sponsor, which were acquired concurrently with the Poema Global IPO for an aggregate purchase price of $9.4 million, would be worthless because the holders of Poema Global Class B Shares are not entitled to participate in any redemption or liquidating distribution with respect to these shares and the Private Warrants will not be exercisable. On the other hand, if the Business Combination is consummated, each outstanding Class B Share outstanding immediately prior to the First Effective Time will be automatically converted into one Poema Global Class A Share, and each Poema Global Class A Share, including those issued upon the automatic conversion of Poema Global Class B Shares described above, will convert into one Gogoro Ordinary Share, subject to adjustment described herein, at the closing, and each Poema Global Warrant will be converted into a Gogoro Warrant. Based on the average of the high ($        ) and low ($        ) prices for Poema Global Class A Shares on Nasdaq on                     , 2022, the value of the Poema Global Class B Shares, the Sponsor Earn-In Shares and the Gogoro Ordinary Shares that certain affiliates of the Sponsor have agreed to subscribe in connection with the PIPE Investment would be $                    , $                     and $                     , respectively. Based on the average of the high ($        ) and low ($        ) prices for the Public Warrants on Nasdaq on                     , 2022, the value of the Private Warrants would be $                    . Given (i) the differential in the purchase price that the Sponsor and certain of Poema Global’s directors paid for the Poema Global Class B Shares as compared to the price of the Poema Global Class A Shares, (ii) the differential in the purchase price that the Sponsor paid for the Private Warrants as compared to the price of the Public Warrants, and (iii) the substantial number of Gogoro Ordinary Shares that the Sponsor and these directors will receive upon conversion of the Poema Global Class B Shares and/or Private Warrants, the Sponsor and these directors can earn a positive return on their investment, even if Poema Global Public Shareholders have a negative return on their investment.

 

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These financial interests may have influenced the decision of Poema Global’s board of directors to approve the Business Combination and could incentivize Poema Global’s officers and directors to pursue a business combination with a less favorable target company or on terms less favorable to non-redeeming shareholders rather than liquidate. In considering the recommendations of Poema Global’s board of directors to vote for the Business Combination Proposal and other proposals, its shareholders should consider these interests. See the section of this proxy statement/prospectus titled “Proposal One—The Business Combination Proposal—Interests of Certain Persons in the Business Combination.”

If the Business Combination or another business combination is not consummated by January 8, 2023 (or such later date as may be approved by Poema Global’s shareholders in an amendment to the Poema Global Articles), Poema Global will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Public Shares for cash and, subject to the approval of its remaining shareholders and its board of directors, liquidating and dissolving. In such event, the Poema Global Class B Shares held by the Sponsor, which were acquired prior to and concurrently with the Poema Global IPO for an aggregate purchase price of $25,000, would be worthless because the holders thereof are not entitled to participate in any redemption or liquidating distribution with respect to such Poema Global Class B Shares. The Poema Global Class B Shares will become worthless if Poema Global does not consummate a business combination by January 8, 2023 (or such later date as may be approved by Poema Global’s shareholders in an amendment to the Poema Global Articles). On the other hand, if the Business Combination is consummated, each outstanding Class B Share outstanding immediately prior to the First Effective Time will be automatically converted into one Poema Global Class A Share, and each Poema Global Class A Share, including those issued upon the automatic conversion of Poema Global Class B Shares described above, will convert into one Gogoro Ordinary Share, subject to adjustment described herein, at the closing. Such shares had an aggregate market value of $                 and $                , respectively, based upon the closing price of $                 per share on the Nasdaq Capital Market on                , 2022.

These financial interests may have influenced the decision of Poema Global’s directors and officers to approve the Business Combination and to continue to pursue the Business Combination. In considering the recommendations of Poema Global’s board of directors to vote for the Business Combination Proposal and other proposals, its shareholders should consider these interests. See the section of this proxy statement/prospectus titled “Proposal One—The Business Combination Proposal—Interests of Certain Persons in the Business Combination.”

The Sponsor, an affiliate of the current officers and directors of Poema Global, is liable to ensure that proceeds of the Trust Account are not reduced by vendor claims in the event the Business Combination is not consummated. Such liability may have influenced Poema Global’s board of directors’ decision to pursue the Business Combination and Poema Global’s board of directors’ decision to approve it.

If the Business Combination or another business combination is not consummated by Poema Global on or before January 8, 2023 (or such later date as may be approved by Poema Global’s shareholders in an amendment to the Poema Global Articles), the Sponsor, an affiliate of current officers and directors of Poema Global, will be liable to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Poema Global for services rendered or contracted for or for products sold to Poema Global, but only if such a vendor or target business has not executed a waiver agreement. If Poema Global consummates a business combination, on the other hand, Poema Global or the combined company will be liable for all such claims. Poema Global has no reason to believe that the Sponsor will not be able to fulfill its indemnity obligations to Poema Global.

These obligations of the Sponsor may have influenced Poema Global’s board of directors’ decision to pursue the Business Combination with Gogoro or Poema Global’s board of directors’ decision to approve the Business Combination. In considering the recommendations of Poema Global’s board of directors to vote for the Business Combination Proposal and other proposals, shareholders should consider these interests. See the section

 

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of this proxy statement/prospectus titled “Proposal One—The Business Combination Proposal—Interests of Certain Persons in the Business Combination.”

Poema Global’s directors may decide not to enforce the indemnification obligations of the Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to Poema Global Public Shareholders in the event a business combination is not consummated.

If proceeds in the Trust Account are reduced below $10.00 per Public Share and the Sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, Poema Global’s independent directors would determine whether to take legal action against the Sponsor to enforce its indemnification obligations. While Poema Global currently expects that its independent directors would take legal action on Poema Global’s behalf against the Sponsor to enforce the Sponsor’s indemnification obligations, it is possible that Poema Global’s independent directors in exercising their business judgment may choose not to do so in any particular instance. If Poema Global’s independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to Poema Global Public Shareholders may be reduced below $10.00 per share.

Activities taken by existing Poema Global shareholders to increase the likelihood of approval of the Business Combination Proposal and other proposals could have a depressive effect on the Poema Global Ordinary Shares.

At any time prior to the extraordinary general meeting, during a period when they are not then aware of any material nonpublic information regarding Poema Global or its securities, the Sponsor, Poema Global’s officers and directors, Gogoro, the Gogoro officers and directors and/or their respective affiliates may purchase Poema Global Ordinary Shares from institutional and other investors who vote, or indicate an intention to vote, against the Business Combination Proposal, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire Poema Global Ordinary Shares or vote their Poema Global Ordinary Shares in favor of the Business Combination Proposal. The purpose of such purchases and other transactions would be to increase the likelihood of approval of the Business Combination Proposal by the holders of a majority of the outstanding Poema Global Ordinary Shares and ensure that Poema Global has in excess of $5,000,001 of net assets to consummate the Business Combination if it appears that such requirement would otherwise not be met. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in the value of their shares, including the granting of put options and the transfer to such investors or holders of shares owned by the Sponsor for nominal value. Entering into any such arrangements may have a depressive effect on the Poema Global Ordinary Shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase Poema Global Ordinary Shares at a price lower than market and may therefore be more likely to sell the Poema Global Ordinary Shares he owns, either prior to or immediately after the extraordinary general meeting.

In addition, if such purchases are made, the public “float” of the Gogoro Ordinary Shares following the Business Combination and the number of beneficial holders of Gogoro ordinary shares may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of Gogoro securities on the Nasdaq Global Select Market or another national securities exchange or reducing the liquidity of the trading market for the Gogoro Ordinary Shares.

The Business Combination may be completed, even though material adverse effects may result from the announcement of the Business Combination, industry-wide changes and other causes.

In general, either Poema Global or Gogoro may refuse to complete the Business Combination if certain types of changes or conditions that constitute a failure of a representation to be true and correct exert a material adverse effect upon the other party between the signing date of the Merger Agreement and the planned closing.

 

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However, other types of changes do not permit either party to refuse to consummate the Business Combination, even if such change could be said to have a material adverse effect on Gogoro or Poema Global, including the following events (except, in certain cases where the change has a disproportionate effect on a party):

 

   

changes generally affecting the economy and the financial or securities markets, including the COVID-19 pandemic;

 

   

the outbreak or escalation of war or any act of terrorism, civil unrest or natural disasters;

 

   

changes (including changes in law) or general conditions in the industry in which the party operates;

 

   

changes in IFRS, or the authoritative interpretation of IFRS; or

 

   

changes attributable to the public announcement or pendency of the Transactions or the execution or performance of the Merger Agreement.

Furthermore, Poema Global or Gogoro may waive the occurrence of a failure of a representation to be true and correct that constitutes a material adverse effect affecting the other party. If a failure of a representation to be true and correct that constitutes a material adverse effect occurs and the parties still consummate the Business Combination, the market trading price of our securities may suffer.

Delays in completing the Business Combination may substantially reduce the expected benefits of the Business Combination.

Satisfying the conditions to, and completion of, the Business Combination may take longer than, and could cost more than, Poema Global expects. Any delay in completing or any additional conditions imposed in order to complete the Business Combination may materially and adversely affect the benefits that Poema Global expects to achieve from the Business Combination.

Poema Global and Gogoro have no history operating as a combined company. The unaudited pro forma condensed combined financial information may not be an indication of Gogoro’s financial condition or results of operations following the Business Combination, and accordingly, you have limited financial information on which to evaluate Gogoro and your investment decision.

Gogoro and Poema Global have no prior history as a combined entity, and their operations have not been previously managed on a combined basis. The unaudited pro forma condensed combined financial information contained in this proxy statement/prospectus has been prepared using the consolidated historical financial statements of Poema Global and Gogoro, and is presented for illustrative purposes only and should not be considered to be an indication of the results of operations, including, without limitation, future revenue, or financial condition of Poema Global following the Business Combination. Certain adjustments and assumptions have been made regarding Poema Global after giving effect to the Business Combination. Gogoro and Poema Global believe these assumptions are reasonable. However, the information upon which these adjustments and assumptions have been made is preliminary, and these kinds of adjustments are difficult to make with accuracy. These assumptions may not prove to be accurate, and other factors may affect Poema Global’s results of operations or financial condition following the consummation of the Business Combination. For these and other reasons, the historical and pro forma condensed combined financial information included in this proxy statement/prospectus does not necessarily reflect Gogoro’s results of operations and financial condition, and the actual financial condition and results of operations of Gogoro following the Business Combination may not be consistent with, or evident from, this pro forma financial information.

The projections and forecasts presented in this proxy statement/prospectus may not be an indication of the actual results of the Transactions or Gogoro’s future results.

This proxy statement/prospectus contains projections and forecasts prepared by Gogoro. None of the projections and forecasts included in this proxy statement/prospectus have been prepared with a view

 

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toward public disclosure other than to certain parties involved in the Business Combination or toward complying with SEC guidelines or IFRS. The projections and forecasts were prepared based on numerous variables and assumptions that are inherently uncertain and may be beyond the control of Gogoro and Poema Global and exclude, among other things, transaction-related expenses. Important factors that may affect actual results and results of Gogoro’s operations following the Business Combination, or that could lead to such projections and forecasts not being achieved, include, but are not limited to, customer demand for Gogoro’s products, an evolving competitive landscape, margin shifts in the industry, successful management and retention of key personnel, unexpected expenses and general economic conditions. As such, these projections and forecasts may be inaccurate and should not be relied upon as an indicator of actual past or future results.

If Poema Global is unable to complete the Business Combination or another business combination by January 8, 2023 (or such other date as approved by Poema Global shareholders through approval of an amendment to the Poema Global Articles), Poema Global will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Public Shares and, subject to the approval of its remaining shareholders and its board of directors, liquidating and dissolving. In such event, Poema Global Public Shareholders may only receive $10 per share (or less than such amount in certain circumstances).

If Poema Global is unable to complete the Business Combination or another business combination within the required time period, Poema Global will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to Poema Global to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Poema Global Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Poema Global’s remaining shareholders and its board of directors, liquidate and dissolve, subject (in each case) to Poema Global’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such case, Poema Global Public Shareholders may only receive $10 per share. In certain circumstances, Poema Global Public Shareholders may receive less than $10 per share on the redemption of their shares.

If the Business Combination is not completed, potential target businesses may have leverage over Poema Global in negotiating a business combination, Poema Global’s ability to conduct due diligence on a business combination as it approaches its dissolution deadline may decrease, and it may have insufficient working capital to continue to pursue potential target businesses, each of which could undermine its ability to complete a business combination on terms that would produce value for Poema Global shareholders.

Any potential target business with which Poema Global enters into negotiations concerning an initial business combination will be aware that, unless Poema Global amends its existing articles to extend its life and amend certain other agreements it has entered into, then Poema Global must complete its initial business combination by January 8, 2023. Consequently, if Poema Global is unable to complete this Business Combination, a potential target business may obtain leverage over it in negotiating an initial business combination, knowing that if Poema Global does not complete its initial business combination with that particular target business, it may be unable to complete its initial business combination with any target business. This risk will increase as Poema Global gets closer to the timeframe described above. In addition, Poema Global may have limited time to conduct due diligence and may enter into its initial business combination on terms that it would have rejected upon a more comprehensive investigation. Additionally, Poema Global may have insufficient working capital to continue efforts to pursue a business combination.

 

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In the event of liquidation by Poema Global, third parties may bring claims against Poema Global and, as a result, the proceeds held in the Trust Account could be reduced, and the per-share liquidation price received by Poema Global shareholders could be less than $10 per share.

Under the terms of the Poema Global Articles, Poema Global must complete the Business Combination or another business combination by January 8, 2023 (unless such date is extended by Poema Global’s shareholders), or Poema Global must cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Public Shares and, subject to the approval of its remaining shareholders and its board of directors, liquidating and dissolving. In such event, third parties may bring claims against Poema Global. Although Poema Global has obtained waiver agreements from certain vendors and service providers that it has engaged and owes money to, and the prospective target businesses it has negotiated with, whereby such parties have waived any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account, there is no guarantee that they or other vendors who did not execute such waivers will not seek recourse against the Trust Account notwithstanding such agreements. Furthermore, there is no guarantee that a court will uphold the validity of such agreements. Accordingly, the proceeds held in the Trust Account could be subject to claims that could take priority over those of Poema Global Public Shareholders. If Poema Global is unable to complete a business combination within the required time period, the Sponsor has agreed that it will be liable to Poema Global if and to the extent any claims by a vendor for services rendered or products sold to it, or a prospective target business with which it has discussed entering into a transaction agreement, reduces the amount of funds in the Trust Account to below $10.00 per Public Share, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under Poema Global’s indemnity of the underwriter of the initial public offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. Furthermore, the Sponsor will not be liable to Poema Global Public Shareholders and instead will only have liability to Poema Global. Poema Global has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and has not asked the Sponsor to reserve for such eventuality. Therefore, the Sponsor may not be able to satisfy those obligations, and the per-share distribution from the Trust Account in such a situation may be less than the approximately $10.00 estimated to be in the Trust Account as of two business days prior to the extraordinary general meeting date due to such claims.

Additionally, if Poema Global is forced to file a bankruptcy case winding-up petition or an involuntary bankruptcy case winding-up petition is filed against it and is not dismissed, or if Poema Global otherwise enters compulsory or court supervised liquidation, the proceeds held in the Trust Account could be subject to applicable bankruptcy or insolvency law and may be included in its bankruptcy estate.

Poema Global’s shareholders may be held liable for claims by third parties against Poema Global to the extent of distributions received by them.

If Poema Global is unable to complete the Business Combination or another business combination within the required time period, Poema Global will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to Poema Global to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Poema Global Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Poema Global’s remaining shareholders and its board of directors, liquidate and dissolve, subject (in each case) to Poema Global’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Poema Global cannot assure you that it will properly assess all claims that may be potentially brought against it. As a result, Poema Global’s shareholders could potentially be liable for any claims to the extent of distributions received by them (but no more), and any liability of its shareholders may extend

 

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well beyond the third anniversary of the date of distribution. Accordingly, Poema Global cannot assure you that third parties will not seek to recover from its shareholders amounts owed to them by Poema Global.

Additionally, if Poema Global is forced to file a bankruptcy petition or an involuntary bankruptcy petition is filed against it that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy and/or insolvency laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy or insolvency court could seek to recover all amounts received by Poema Global’s shareholders. Because Poema Global intends to distribute the proceeds held in the Trust Account to Poema Global Public Shareholders promptly after the expiration of the time period to complete a business combination, this may be viewed or interpreted as giving preference to Poema Global Public Shareholders over any potential creditors with respect to access to or distributions from its assets. Furthermore, Poema Global’s board of directors may be viewed as having breached its fiduciary duties to Poema Global’s creditors and/or as having acted in bad faith, and thereby exposing itself and Poema Global to claims of punitive damages, by paying Poema Global Public Shareholders from the Trust Account prior to addressing the claims of creditors. Poema Global cannot assure you that claims will not be brought against it for these reasons.

Poema Global may be a target of securities class action and derivative lawsuits, which could result in substantial costs and may delay or prevent the Business Combination from being completed.

Securities class action lawsuits and derivative lawsuits are often brought against companies that have entered into merger agreements or similar agreements. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on Poema Global’s liquidity and financial condition. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting consummation of the Transactions, then that injunction may delay or prevent the Transactions from being completed. Currently, Poema Global is not aware of any securities class action lawsuits or derivative lawsuits being filed in connection with the Transactions.

The Sponsor and certain members of Poema Global’s board of directors have agreed to vote in favor of the Business Combination, regardless of how Poema Global Public Shareholders vote.

The Sponsor and certain members of Poema Global’s board of directors own and are entitled to vote an aggregate of approximately 20.0% on an as-converted basis of the outstanding Poema Global Ordinary Shares. These holders have agreed to vote their shares in favor of the Business Combination Proposal. These holders have also indicated that they intend to vote their shares in favor of all other proposals being presented at the extraordinary general meeting. Accordingly, it is more likely that the necessary shareholder approval for the Business Combination Proposal and the other proposals will be received than would be the case if these holders agreed to vote their Poema Global Class B Shares in accordance with the majority of the votes cast by Poema Global Public Shareholders.

The ongoing COVID-19 pandemic may materially and adversely affect Poema Global’s and Gogoro’s ability to consummate the Transactions.

The COVID-19 pandemic has resulted in governmental authorities worldwide implementing numerous measures to contain the virus, including travel restrictions, quarantines, shelter-in-place orders and business limitations and shutdowns. More generally, the pandemic raises the possibility of an extended global economic downturn and has caused volatility in financial markets. The pandemic may also amplify many of the other risks described in this proxy statement/prospectus.

Poema Global and Gogoro may be unable to complete the Transactions if concerns relating to COVID-19 continue to restrict the movement of people and cause further shutdowns or closures of businesses and other limitations. The extent to which COVID-19 impacts Poema Global’s and Gogoro’s ability to consummate the Transactions will depend on future developments, which are highly uncertain and cannot be predicted, including

 

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new information that may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue for an extended period of time, Poema Global’s and Gogoro’s ability to consummate the Transactions may be materially and adversely affected.

The Business Combination may not qualify as a reorganization under Section 368(a) of the Code, in which case U.S. Holders of Poema Global Ordinary Shares generally would recognize gain or loss for U.S. federal income tax purposes.

The tax treatment of the Business Combination will depend on whether it qualifies as a “reorganization” within the meaning of Section 368(a) of the Code. There are significant factual and legal uncertainties as to whether the Business Combination will qualify as a reorganization within the meaning of Section 368(a) of the Code. For example, under Section 368(a) of the Code, the acquiring corporation must continue, either directly or indirectly through certain controlled corporations, either a significant line of the acquired corporation’s historic business or use a significant portion of the acquired corporation’s historic business assets in a business. However, there is an absence of direct guidance as to how the provisions of Section 368(a) of the Code apply in the case of an acquisition of a corporation with only investment-type assets, such as Poema Global. Moreover, the qualification of the Business Combination as a reorganization is based on certain facts that will not be known until or following the closing of the Business Combination, the closing of the Business Combination is not conditioned upon the receipt of an opinion of counsel that the Business Combination qualifies as a reorganization, and neither Poema Global nor Gogoro intends to request a ruling from the Internal Revenue Service (the “IRS”) regarding the U.S. federal income tax treatment of the Business Combination.

Accordingly, no assurance can be given that the IRS will not challenge the treatment of the Business Combination as a “reorganization” within the meaning of Section 368(a) of the Code or that a court will not sustain a challenge by the IRS.

If any requirement for Section 368(a) of the Code is not met, then a U.S. Holder of Poema Global Ordinary Shares and/or Poema Global Warrants generally would recognize gain or loss in an amount equal to the difference, if any, between the fair market value of the Gogoro Ordinary Shares and/or Gogoro Warrants received in the Business Combination over such U.S. Holder’s aggregate tax basis in the corresponding Poema Global Ordinary Shares and/or Poema Global Warrants surrendered by such U.S. Holder in the Business Combination.

Additionally, even if the Business Combination qualifies as a reorganization within the meaning of Section 368(a) of the Code, proposed Treasury Regulations promulgated under Section 1291(f) of the Code (which have a retroactive effective date) generally require that, unless certain elections have been made by a U.S. Holder, a U.S. Holder who disposes of stock of a PFIC must recognize gain equal to the excess of the fair market value of such PFIC stock over its adjusted tax basis, notwithstanding any other provision of the Code. Poema Global believes that it is likely currently classified as a PFIC for U.S. federal income tax purposes. As a result, these proposed Treasury Regulations, if finalized in their current form, would generally require a U.S. Holder of Poema Global Ordinary Shares to recognize gain under the PFIC rules on the exchange of Poema Global Ordinary Shares for Gogoro Ordinary Shares pursuant to the Business Combination unless such U.S. Holder has made certain tax elections with respect to such U.S. Holder’s Poema Global Ordinary Shares. Any gain recognized from the application of the PFIC rules would be taxable income with no corresponding receipt of cash. The tax on any such gain would be imposed at the rate applicable to ordinary income and an interest charge would apply based on complex rules designed to offset the tax deferral to such U.S. Holder on the undistributed earnings, if any, of Poema Global. It is not possible to determine at this time whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Code may be adopted or how any such Treasury Regulations would apply.

 

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U.S. Holders of Poema Global Ordinary Shares should consult their tax advisors to determine the tax consequences if the Business Combination does not qualify as a reorganization within the meaning of Section 368(a) of the Code and the application of the PFIC rules to their specific situations in connection with the Business Combination.

Risks Related to the Redemption

The ability of Poema Global Public Shareholders to exercise redemption rights with respect to a large number of Poema Global Ordinary Shares could increase the probability that the Business Combination would be unsuccessful and that you would have to wait for liquidation in order to redeem Poema Global Ordinary Shares.

The obligations of Gogoro to consummate the Business Combination are conditioned upon, among other things, that the available cash in Poema Global’s Trust Account, following payment by Poema Global to its shareholders who have validly elected to redeem their Poema Global Ordinary Shares and netting of any unpaid or contingent liabilities of Poema Global, plus proceeds from the PIPE Investment and the Permitted Equity Financing is equal to or granter than $400,000,000. If the Business Combination is not consummated, you will not receive your pro rata portion of the Trust Account until the Trust Account is liquidated. If you are in need of immediate liquidity, you could attempt to sell your Poema Global Ordinary Shares in the open market; however, at such time Poema Global Ordinary Shares may trade at a discount to the pro rata amount per share in the Trust Account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with Poema Global’s redemption until Poema Global liquidates or you are able to sell your Poema Global Ordinary Shares in the open market.

Poema Global Public Shareholders, together with any affiliates of theirs or any other person with whom they are acting in concert or as a “group,” will be restricted from seeking redemption rights with respect to more than 15% of the Public Shares.

A Poema Global Public Shareholder, together with any affiliate or any other person with whom such shareholder is acting in concert or as a “group,” will be restricted from seeking redemption rights with respect to more than 15% of the Public Shares without Poema Global’s prior consent. Accordingly, if you hold more than 15% of the Public Shares and the Business Combination Proposal is approved, you will not be able to seek redemption rights with respect to the full amount of your shares and may be forced to hold the shares in excess of 15% or sell them in the open market. Poema Global cannot assure you that the value of such excess shares will appreciate over time following a business combination or that the market price of the Poema Global Ordinary Shares will exceed the per-share redemption price.

There is no guarantee that a Poema Global Public Shareholder’s decision to redeem its shares for a pro rata portion of the Trust Account will put the shareholder in a better future economic position.

There is no assurance as to the price at which a Poema Global Public Shareholder may be able to sell its Gogoro Ordinary Shares in the future following the completion of the Business Combination or shares with respect to any alternative business combination, and these shareholders could suffer a reduction in the value of their Gogoro Ordinary Shares and would be unlikely to have a remedy for such reduction in value. Certain events following the consummation of any initial business combination, including the Transactions, may cause an increase in the share price and may result in a lower value realized now than a shareholder of Poema Global might realize in the future had the shareholder not redeemed its shares. Similarly, if a shareholder does not redeem its shares, the shareholder will bear the risk of ownership of the Public Shares after the consummation of any initial business combination, and there can be no assurance that a shareholder can sell its shares in the future for a greater amount than the redemption price set forth in this proxy statement/prospectus. A shareholder should consult the shareholder’s tax and/or financial advisor for assistance on how this may affect its individual situation.

 

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this proxy statement/prospectus, including statements regarding Gogoro’s, Poema Global’s or the combined company’s future financial position, business strategy and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. Forward-looking statements include, without limitation, Gogoro’s or Poema Global’s expectations concerning the outlook for their or the combined company’s business, productivity, plans and goals for future operational improvements and capital investments, operational performance, future market conditions or economic performance and developments in the capital and credit markets and expected future financial performance, as well as any information concerning possible or assumed future results of operations of the combined company as set forth in the sections of this proxy statement/prospectus titled “Proposal One—The Business Combination Proposal—Poema Global’s Board of Directors’ Reasons for the Business Combination and Recommendations.” Forward-looking statements also include statements regarding the expected benefits of the proposed Business Combination between Gogoro and Poema Global.

Forward-looking statements involve a number of risks, uncertainties and assumptions, and actual results or events may differ materially from those projected or implied in those statements. Important factors that could cause such differences include, but are not limited to:

 

   

Gogoro’s future financial and operating results, including forecasts, trends, expectations and market opportunity;

 

   

Growth of Gogoro’s business and operations and Gogoro’s ability to effectively manage its growth;

 

   

Gogoro’s ability to launch and ramp up the production of its products and features, and Gogoro’s ability to control its manufacturing costs;

 

   

Gogoro’s ability to expand its sales and marketing capabilities in order to increase its customer base and achieve broader market acceptance of its solutions;

 

   

Gogoro’s dependence on a limited number of vendors, suppliers and manufacturers;

 

   

Gogoro’s ability to expand effectively into new markets, including India, the PRC and Indonesia, including its timing and estimates on the number of cities it will expand to;

 

   

Successful acquisitions of new businesses, products or technologies, or entering into strategic collaborations alliances or joint ventures in locations such as India, the PRC and Indonesia;

 

   

Gogoro’s ability to develop and maintain relationships with its partners, including its OEM partners;

 

   

Significant risks associated with construction, cost overruns and delays, and other contingencies that may arise in the course of completing installations, and such risks may increase in the future as Gogoro expands the scope of such services with other parties;

 

   

Increases in costs, disruption of supply or shortage of materials, in particular for lithium-ion cells and metals;

 

   

Gogoro’s ability to offer high-quality support to the battery swapping stations and station suppliers, or fails to maintain strong user experience;

 

   

The impacts of service disruptions, outages, errors and performance problems in Gogoro’s products;

 

   

The impact of health pandemics, including the COVID-19 pandemic;

 

   

Gogoro’s ability to successfully compete for its products and services from a growing list of established and new competitors;

 

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Changes to fuel economy standards or the success of alternative fuels;

 

   

Gogoro’s ability to continue to develop new products and product innovations to adapt to the rapid technological change that characterizes the EV and PTW market;

 

   

Gogoro’s ability to continue to grow the number of incremental battery swapping subscribers and cumulative battery swapping subscribers;

 

   

Gogoro’s ability to successfully implement the pilot programs intended to extend the life of its battery packs beyond use in ePTWs and to create additional revenue streams in the future;

 

   

Gogoro’s ability to protect its technology and intellectual property from unauthorized use by third parties;

 

   

Gogoro’s expectations about entering into definitive agreements with its partners;

 

   

The legal, regulatory and financial challenges that Gogoro may face with conducting business through subsidiaries in the PRC; and

 

   

The other matters described in the section titled “Risk Factors” in this proxy statement/prospectus.

In addition, the Business Combination is subject to the satisfaction of the conditions to the completion of the Business Combination set forth in the Merger Agreement and the absence of events that could give rise to the termination of the Merger Agreement, the possibility that the Business Combination does not close, and risks that the proposed Business Combination disrupts current plans and operations and business relationships, or poses difficulties in attracting or retaining employees for Gogoro.

Gogoro and Poema Global caution you against placing undue reliance on forward-looking statements, which reflect current beliefs and are based on information currently available as of the date a forward-looking statement is made. Forward-looking statements set forth herein speak only as of the date of this proxy statement/prospectus. Neither Gogoro nor Poema Global undertakes any obligation to revise forward-looking statements to reflect future events, changes in circumstances, or changes in beliefs. In the event that any forward-looking statement is updated, no inference should be made that Gogoro or Poema Global will make additional updates with respect to that statement, related matters, or any other forward-looking statements. Any corrections or revisions and other important assumptions and factors that could cause actual results to differ materially from forward-looking statements, including discussions of significant risk factors, may appear, up to the consummation of the Business Combination, in Poema Global’s public filings with the SEC or, upon and following the consummation of the Business Combination, in Gogoro’s public filings with the SEC, which are or will be (as appropriate) accessible at www.sec.gov, and which you are advised to consult. For additional information, please see the section titled “Where You Can Find More Information” on page 279.

Market, ranking and industry data used throughout this proxy statement/prospectus, including statements regarding market size, is based on the good faith estimates of Gogoro’s management, which in turn are based upon Gogoro’s management’s review of internal surveys, independent industry surveys and publications, and other third party research and publicly available information. These data involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. While Gogoro is not aware of any misstatements regarding the industry data presented herein, its estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” and “Gogoro’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this proxy statement/prospectus.

 

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EXTRAORDINARY GENERAL MEETING OF POEMA GLOBAL SHAREHOLDERS

General

Poema Global is furnishing this proxy statement/prospectus to its shareholders as part of the solicitation of proxies by its board of directors for use at the extraordinary general meeting of the Poema Global shareholders and at any adjournment or postponement thereof. This proxy statement/prospectus provides you with information you need to know to be able to vote or instruct your vote to be cast at the extraordinary general meeting.

Date, Time and Place of Extraordinary General Meeting of Poema Global’s Shareholders

The extraordinary general meeting will be held on                 , 2022, at                 a.m., Eastern Time, at                  and over the Internet by means of a live audio webcast. You may attend the extraordinary general meeting webcast by accessing the web portal located at https://www.cstproxy.com/poemaglobal/2022 and following the instructions set forth on your proxy card.

Purpose of the Poema Global Extraordinary General Meeting

At the extraordinary general meeting, Poema Global is asking its shareholders:

Proposal No. 1—The Business Combination Proposal—to consider and vote upon, as an ordinary resolution, a proposal to approve and authorize the Merger Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A, and the transactions contemplated therein, including the Business Combination;

Proposal No. 2—The Merger Proposal—to consider and vote upon, as a special resolution, a proposal to approve and authorize the First Plan of Merger; and

Proposal No. 3—The Adjournment Proposal—to consider and vote upon, as an ordinary resolution, a proposal to adjourn the extraordinary general meeting to a later date or dates, to, among other things, permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting.

Recommendation of Poema Global’s Board of Directors

Poema Global’s board of directors has determined that each of the proposals outlined above is fair to and in the best interests of Poema Global and its shareholders and recommended that Poema Global shareholders vote “FOR” the Business Combination Proposal, “FOR” the Merger Proposal and “FOR” the Adjournment Proposal, if presented.

Record Date; Persons Entitled to Vote

Poema Global shareholders will be entitled to vote or direct votes to be cast at the extraordinary general meeting if they owned Poema Global Ordinary Shares at the close of business on                 , 2022, which is the record date for the extraordinary general meeting. Shareholders will have one vote for each Poema Global Ordinary Share owned at the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. On the record date, there were                  Poema Global Ordinary Shares outstanding, of which                  are Public Shares.

Quorum

A quorum is the minimum number of Poema Global Ordinary Shares that must be present to hold a valid meeting. A quorum will be present at the Poema Global extraordinary general meeting if a majority of the voting

 

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power of the issued and outstanding Poema Global Ordinary Shares entitled to vote at the extraordinary general meeting are represented at the extraordinary general meeting or by proxy. Abstentions and broker non-votes will count as present for the purposes of establishing a quorum. The Poema Global Class A Shares and the Poema Global Class B Shares are entitled to vote together as a single class on all matters to be considered at the extraordinary general meeting.

Vote Required

The proposals to be presented at the extraordinary general meeting will require the following votes:

Business Combination Proposal—The approval of the Business Combination Proposal will require an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of Poema Global Ordinary Shares who, being present and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. The Transactions will not be consummated if Poema Global has less than $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) either immediately prior to or upon consummation of the Transactions.

Merger Proposal—The approval of the First Plan of Merger will require a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least two thirds of the Poema Global Ordinary Shares who, being present and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

Adjournment Proposal—The approval of the Adjournment Proposal will require an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the Poema Global Ordinary Shares who, being present and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

Brokers are not entitled to vote on the Business Combination Proposal or the First Plan of Merger absent voting instructions from the beneficial holder. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal.

Voting Your Shares

If you are a holder of record of Poema Global Ordinary Shares, there are two ways to vote your Poema Global Ordinary Shares at the extraordinary general meeting:

By Mail. You may vote by proxy by completing the enclosed proxy card and returning it in the postage-paid return envelope. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted “FOR” all of the proposals in accordance with the recommendation of Poema Global’s board of directors. Proxy cards received after a matter has been voted upon at the extraordinary general meeting will not be counted.

In Person. You may attend the extraordinary general meeting in person or by webcast and vote electronically using the ballot provided to you at the extraordinary general meeting or during the webcast. You may attend the extraordinary general meeting webcast by accessing the web portal located at https://www.cstproxy.com/poemaglobal/2022 and following the instructions set forth on your proxy card. See “Questions and Answers about the Business Combination and the Extraordinary General Meeting—When and where will the extraordinary general meeting take place?” for more information.

 

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Revoking Your Proxy

If you are a holder of record of Poema Global Ordinary Shares and you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

 

   

you may send another signed proxy card to Poema Global’s secretary with a later date so that it is received prior to the vote at the extraordinary general meeting or attend the extraordinary general in person or by live webcast of the extraordinary general meeting and vote electronically;

 

   

you may notify Poema Global’s secretary in writing, prior to the vote at the extraordinary general meeting, that you have revoked your proxy; or

 

   

you may attend the live webcast of the extraordinary general meeting and vote electronically or revoke your proxy electronically, although your attendance alone will not revoke any proxy that you have previously given.

If you hold your Poema Global Ordinary Shares in “street name,” you may submit new instructions on how to vote your shares by contacting your broker, bank or other nominee.

Who Can Answer Your Questions About Voting Your Shares

If you are a Poema Global shareholder and have any questions about how to vote or direct a vote in respect of your Poema Global Ordinary Shares, you may contact Poema Global’s proxy solicitor at:

Morrow Sodali LLC

333 Ludlow Street, 5th Floor, South Tower

Stamford, CT 069 02

Telephone: (800) 662 -5200

(Banks and brokers can call: (203) 658-9400)

Email: PPGH.info@investor.morrowsodali.com

Redemption Rights

Poema Global Public Shareholders, excluding the Sponsor and Poema Global’s officers and directors. may seek to redeem their Public Shares for cash, regardless of whether they vote for or against, or whether they abstain from voting on, the Business Combination Proposal. Any Poema Global Public Shareholder may demand that Poema Global redeem such shares for a full pro rata portion of the Trust Account (which, for illustrative purposes, was $                 per share as of                , 2022, the extraordinary general meeting record date), calculated as of two (2) business days prior to the anticipated consummation of the Mergers. If a holder properly seeks redemption as described in this section and the Mergers are consummated, Poema Global will redeem these shares for a pro rata portion of funds deposited in the Trust Account and the holder will no longer own these shares following the Mergers.

Notwithstanding the foregoing, a Poema Global Public Shareholder, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to more than 15% of the Public Shares without Poema Global’s prior consent. Accordingly, a Poema Global Public Shareholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares.

Holders of Poema Global Class B Shares will not have redemption rights with respect to such shares.

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agent prior to the vote at the extraordinary general meeting. If you hold the shares in “street name,” you will have to coordinate with your broker, bank or nominee to have your shares certificated and delivered electronically. Certificates that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $80.00 and it would be up to the broker whether or not to pass this cost on to the redeeming shareholder. In the event the proposed Mergers are not consummated this may result in an additional cost to shareholders for the return of their shares.

Poema Global’s transfer agent can be contacted at the following address:

Continental Stock Transfer & Trust Company

1 State Street—30th Floor

New York New York 10004

Attn: Mark Zimkind

Email: mzimkind@continentalstock.com

Any request to redeem such shares, once made, may be withdrawn at any time up to the vote on the Business Combination Proposal. Furthermore, if a Poema Global Public Shareholder delivered its share certificate and other redemption forms in connection with an election of its redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that the transfer agent return the certificate (physically or electronically).

If the Mergers are not approved or completed for any reason, then Poema Global Public Shareholders who elected to exercise their redemption rights will not be entitled to redeem their shares for a full pro rata portion of the Trust Account, as applicable. In such case, Poema Global will promptly return any shares tendered for redemption by public shareholders. If Poema Global would be left with less than $5,000,001 of net tangible assets as a result of Poema Global Public Shareholders properly demanding redemption of their shares for cash, Poema Global will not be able to consummate the Mergers.

The closing price of Poema Global Class A Shares on                 , 2022, the extraordinary general meeting record date, was $                . The cash held in the Trust Account on such date was approximately $                 million ($                 per Public Share). Prior to exercising redemption rights, shareholders should verify the market price of Poema Global Class A Shares as they may receive higher proceeds from the sale of their Poema Global Class A Shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. Poema Global cannot assure its shareholders that they will be able to sell their Poema Global Class A Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when its shareholders wish to sell their shares.

If a Poema Global Public Shareholder exercises his, her or its redemption rights, then he, she or it will be exchanging its Poema Global Class A Shares for cash and will no longer own those shares. You will be entitled to receive cash for these shares only if, prior to the deadline for submitting redemption requests, you properly demand redemption no later than the close of the vote on the Business Combination Proposal by delivering your share certificate (if any) and other redemption forms (either physically or electronically) to Poema Global’s transfer agent prior to the vote at the extraordinary general meeting, and the Mergers are consummated.

For a detailed discussion of the material U.S. federal income tax considerations for shareholders with respect to the exercise of these redemption rights, see “TaxationCertain Material U.S. Federal Income Tax Considerations” beginning on page 233. The consequences of a redemption to any particular shareholder will depend on that shareholder’s particular facts and circumstances. Accordingly, you should consult your tax advisor to determine your tax consequences from the exercise of your redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. income and other tax laws in light of your particular circumstances.

 

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Appraisal Rights

The Cayman Companies Act prescribes when shareholder appraisal rights will be available and sets the limitations on such rights. Where such rights are available, shareholders are entitled to receive fair value for their shares. However, regardless of whether such rights are or are not available, shareholders are still entitled to exercise the rights of redemption as set out herein, and the Poema Global board of directors has determined that the redemption proceeds payable to shareholders who exercise such redemption rights represents the fair value of those shares.

Holders of Poema Global Ordinary Shares have appraisal rights in connection with the Business Combination under the Cayman Companies Act. Poema Global Public Shareholders are entitled to give notice to Poema Global prior to the meeting that they wish to dissent to the Business Combination and to receive payment of fair market value for his, her or its Poema Global Ordinary Shares if they follow the procedures set out in the Cayman Companies Act.

In essence, that procedure is as follows: (i) the shareholder must give his written objection to the merger or consolidation to the constituent company before the vote on the merger or consolidation, including a statement that the shareholder proposes to demand payment for his shares if the merger or consolidation is authorized by the vote; (ii) within 20 days following the date on which the merger or consolidation is approved by the shareholders, the constituent company must give written notice to each shareholder who made a written objection; (iii) a shareholder must within 20 days following receipt of such notice from the constituent company, give the constituent company a written notice of his intention to dissent, including, among other details, a demand for payment of the fair value of his shares; (iv) within seven days following the date of the expiration of the period set out in (ii) above or seven days following the date on which the plan of merger or consolidation is filed, whichever is later, the constituent company, the surviving company or the consolidated company must make a written offer to each dissenting shareholder to purchase his, her or its shares at a price that the company determines is the fair value and if the company and the shareholder agree the price within 30 days following the date on which the offer was made, the company must pay the shareholder such amount; and (v) if the company and the shareholder fail to agree on a price within such 30 day period, within 20 days following the date on which such 30 day period expires, the company (and any dissenting shareholder) must file a petition with the Cayman Islands courts to determine the fair value and such petition must be accompanied by a list of the names and addresses of the dissenting shareholders with whom agreements as to the fair value of their shares have not been reached by the company. At the hearing of that petition, the court has the power to determine the fair value of the shares together with a fair rate of interest, if any, to be paid by the company upon the amount determined to be the fair value. Any dissenting shareholder whose name appears on the list filed by the company may participate fully in all proceedings until the determination of fair value is reached.

Poema Global Public Shareholders who elect to exercise appraisal rights will lose their right to exercise their redemption rights as described herein.

Proxy Solicitation Costs

Poema Global is soliciting proxies on behalf of its board of directors. This solicitation is being made by mail but also may be made by telephone. Poema Global and its directors, officers and employees may also solicit proxies online. Poema Global will file with the SEC all scripts and other electronic communications as proxy soliciting materials. Poema Global will bear the cost of the solicitation.

Poema Global has hired Morrow Sodali LLC to assist in the proxy solicitation process. Poema Global will pay to Morrow Sodali LLC a fee of $37,500, plus disbursements.

Poema Global will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. Poema Global will reimburse them for their reasonable expenses.

 

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Other Matters

As of the date of this proxy statement/prospectus, Poema Global’s board of directors does not know of any business to be presented at the extraordinary general meeting other than as set forth in the notice accompanying this proxy statement/prospectus. If any other matters should properly come before the extraordinary general meeting, it is intended that the shares represented by proxies will be voted with respect to such matters in accordance with the judgment of the persons voting the proxies.

Interests of Poema Global’s Directors and Officers in the Transactions

In considering the recommendation of Poema Global’s board of directors to vote in favor of approval of the Business Combination Proposal and the First Plan of Merger, shareholders should keep in mind that the Sponsor and Poema Global’s directors and executive officers have interests in such proposals that are different from, or in addition to, those of Poema Global’s shareholders generally. These interests may have influenced the decision of Poema Global’s board of directors to approve the Business Combination and could incentivize Poema Global’s officers and directors to pursue a business combination with a less favorable target company or on terms less favorable to Poema Global Public Shareholders rather than liquidate. In particular:

 

   

Immediately following the consummation of the Business Combination, the Sponsor and its affiliates are expected to hold an aggregate of 18,675,000 Gogoro Ordinary Shares on an as-converted basis, consisting of (i) 8,525,000 Gogoro Ordinary Shares to be converted from Poema Global Class B Shares held by the Sponsor, including 6,393,750 Sponsor Earn-in Shares, (ii) 750,000 Gogoro Ordinary Shares that certain affiliates of the Sponsor have agreed to subscribe at a price of $10.00 per share in connection with the PIPE Investment, and (iii) 9,400,000 Gogoro Ordinary Shares underlying the Gogoro Warrants to be converted from the Private Warrants at the First Effective Time, each entitling the Sponsor to purchase one Gogoro Ordinary Share at a price of $11.50 per share 30 days after the Closing, which in the aggregate would represent 6.6%, 7.1% and 7.6% ownership interest in the combined company under the No Redemption Scenario, the 50% Redemption Scenario and the Maximum Redemption Scenario, respectively, on an as converted basis, assuming no additional equity securities are issued and no additional equity-linked securities are converted.

Subject to the terms and conditions contemplated by the Sponsor Support Agreement and up until the sixth anniversary of the Closing Date, (i) one-third of the Sponsor Earn-In Shares shall vest if the Minimum Target is not met; (ii) an additional one-third of the Sponsor Earn-In Shares shall vest if the Middle Target is not met; (iii) the remainder of the Sponsor Earn-In Shares shall vest if the Maximum Target is not met; and (iv) upon the occurrence of an Acceleration Event (as defined below), all the Sponsor Earn-In Shares that have not previously vested shall vest, provided, however, that in the case of an Acceleration Event that is a Change of Control (as defined below), (x) none of Sponsor Earn-In Shares shall vest if the Minimum Target has not been achieved, (y) only one-third of the Sponsor Earn-In Shares (including those vested before the Change of Control) shall vest if the Middle Target has not been achieved, and (z) only two-thirds of the Sponsor Earn-In Shares (including those vested before the Change of Control) shall vest if the Maximum Target has not been achieved. In each case, the determinations of such consideration and value shall be determined in good faith by the disinterested members of the Board. After the sixth anniversary of the Closing Date, any unvested Sponsor Earn-in Shares shall be forfeited by Sponsor to Gogoro for no consideration.

 

   

If the Business Combination or another business combination is not consummated by January 8, 2023 (or such later date as may be approved by Poema Global’s shareholders in an amendment to the Poema Global Articles), Poema Global will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Public Shares for cash and, subject to the approval of its remaining shareholders and Poema Global’s board of directors, liquidating and dissolving. In such event, the 8,625,000 Poema Global Class B Shares held by the Sponsor and certain of Poema Global’s directors, which were acquired prior to the Poema Global IPO for an aggregate purchase price of $25,000, and the 9,400,000 Private Warrants held by the Sponsor, which were acquired concurrently with the Poema

 

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Global IPO for an aggregate purchase price of $9.4 million, would be worthless because the holders of Poema Global Class B Shares are not entitled to participate in any redemption or liquidating distribution with respect to these shares and the Private Warrants will not be exercisable. On the other hand, if the Business Combination is consummated, each outstanding Poema Global Ordinary Share will be converted into one Gogoro Ordinary Share, subject to adjustment described herein, and each Poema Global Warrant will be converted into a Gogoro Warrant. Based on the average of the high ($        ) and low ($        ) prices for Poema Global Class A Shares on Nasdaq on                     , 2022, the value of the Poema Global Class B Shares, the Sponsor Earn-In Shares and the Gogoro Ordinary Shares that certain affiliates of the Sponsor have agreed to subscribe in connection with the PIPE Investment would be $        , $        and $        , respectively. Based on the average of the high ($        ) and low ($        ) prices for the Public Warrants on Nasdaq on                     , 2022, the value of the Private Warrants would be $        .

Given (i) the differential in the purchase price that the Sponsor and certain of Poema Global’s directors paid for the Poema Global Class B Shares as compared to the price of the Poema Global Class A Shares, (ii) the differential in the purchase price that the Sponsor paid for the Private Warrants as compared to the price of the Public Warrants, and (iii) the substantial number of Gogoro Ordinary Shares that the Sponsor and these directors will receive upon conversion of the Poema Global Class B Shares and/or Private Warrants, the Sponsor and these directors can earn a positive return on their investment, even if Poema Global Public Shareholders have a negative return on their investment.

 

   

If Poema Global is unable to complete a business combination within the required time period, the Sponsor will be liable under certain circumstances described herein to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Poema Global for services rendered or contracted for or for products sold to Poema Global. If Poema Global consummates a business combination, on the other hand, Poema Global or the combined company will be liable for all such claims.

 

   

The Sponsor and Poema Global’s officers and directors and their affiliates are entitled to reimbursement of out-of-pocket fees and expenses incurred by them in connection with certain activities on Poema Global’s behalf, such as identifying and investigating possible business targets and business combinations. However, if Poema Global fails to consummate a business combination within the required period, they will not have any claim against the Trust Account for reimbursement. Accordingly, Poema Global may not be able to reimburse these fees and expenses if the Business Combination or another business combination is not completed by January 8, 2023 (or such later date as may be approved by Poema Global’s shareholders in an amendment to the Poema Global Articles). As of the date of this proxy statement/prospectus the Sponsor and Poema Global’s officers and directors and their affiliates had incurred approximately $                  of unpaid reimbursable fees and expenses.

 

   

The Merger Agreement provides for the continued indemnification of Poema Global’s current directors and officers and the continuation of directors and officers liability insurance covering Poema Global’s current directors and officers.

 

   

Poema Global’s Sponsor, affiliates of the Sponsor , officers and directors may make loans from time to time to Poema Global to fund certain capital requirements. On September 30, 2020, the Sponsor agreed to loan Poema Global an aggregate of up to $300,000 to cover expenses related to the Poema Global IPO pursuant to a promissory note that was repaid in full on February 8, 2021. No additional loans has been made as of the date of this proxy statement/prospectus. If the Business Combination is not consummated, any additional loan of this nature will not be repaid and will be forgiven except to the extent there are funds available to Poema Global outside of the Trust Account.

 

   

Homer Sun, the Chief Executive Officer and Director of Poema Global and a managing member of the Sponsor, will be a member of the board of directors of Gogoro following the closing of the Business Combination and, therefore, in the future Mr. Sun could receive cash fees, share options or share-based awards that Gogoro’s board of directors determines to pay to its non-executive directors.

 

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Purchases of Poema Global Ordinary Shares

At any time prior to the extraordinary general meeting, during a period when they are not then aware of any material nonpublic information regarding Poema Global or its securities, the Sponsor, Poema Global’s officers and directors, Gogoro, Gogoro shareholders and/or their respective affiliates may purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the Business Combination Proposal, or execute agreements to purchase shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire Poema Global Ordinary Shares or vote their shares in favor of the Business Combination Proposal. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements to consummate the Business Combination where it appears that such requirements would otherwise not be met. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in the value of their shares, including the granting of put options and, with Gogoro’s consent, the transfer to such investors or holders of shares owned by the Sponsor for nominal value.

Entering into any such arrangements may have a depressive effect on Poema Global Ordinary Shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares it owns, either prior to or immediately after the extraordinary general meeting.

If such transactions are effected, the consequence could be to cause the Business Combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the Business Combination Proposal and other proposals and would likely increase the chances that such proposals would be approved. No agreements dealing with the above arrangements or purchases have been entered into as of the date of this proxy statement/prospectus by the Sponsor, Poema Global officers and directors, Gogoro, Gogoro shareholders or any of their respective affiliates. Poema Global will file a Current Report on Form 8-K to disclose arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the Business Combination Proposal or the satisfaction of any closing conditions. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

 

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PROPOSAL ONE—THE BUSINESS COMBINATION PROPOSAL

The following is a discussion of the proposed Business Combination and the Merger Agreement. This is a summary only and may not contain all of the information that is important to you. This summary is subject to, and qualified in its entirety by reference to, the Merger Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A. Poema Global shareholders are urged to read this entire proxy statement/prospectus carefully, including the Merger Agreement, for a more complete understanding of the Business Combination.

General

Transaction Structure

The Merger Agreement provides for (i) the merger of Merger Sub with and into Poema Global (the “First Merger”), with Poema Global surviving the First Merger as the Surviving Entity, and (ii) the merger of the Surviving Entity with and into Merger Sub II, with Merger Sub II surviving the merger as a wholly-owned subsidiary of Gogoro (the “Second Merger,” and together with the First Merger, the “Mergers”), with Merger Sub II as the Surviving Company.

Pro Forma Capitalization

The pro forma equity valuation of the Company upon consummation of the Transactions is estimated to be approximately $2.70 billion. We estimate that, upon consummation of the Transactions, assuming none of the Poema Global Public Shareholders demand redemption pursuant to the Poema Global Articles and there are no Dissenting Poema Global Shareholders, the shareholders of Gogoro will own approximately 74.5% of the outstanding Gogoro Ordinary Shares and the shareholders of Poema Global (including the Sponsor) will own approximately 16.0% of the outstanding Gogoro Ordinary Shares.

Merger Consideration

On the Closing Date, immediately prior to the First Effective Time and prior to the consummation of any of the transactions contemplated by the Subscription Agreements, (i) Gogoro will repurchase each Gogoro Series C Preferred Share, that is issued and outstanding immediately prior to the First Effective Time, for cash consideration in an amount equal to the initial subscription price for such Gogoro Series C Preferred Shares. Immediately upon receipt of such cash consideration, each holder of a Gogoro Series C Preferred Share will apply such amount to the subscription for one Gogoro Ordinary Share; (ii) the Gogoro Listing A&R AoA will be adopted and become effective; and (iii) each Gogoro Ordinary Share that is issued and outstanding immediately prior to the First Effective Time shall be subdivided into such number of Gogoro Ordinary Shares equal to the Subdivision Factor, such that each Gogoro Ordinary Share will have a value of $10.00 per share after giving effect to such share subdivision (the “Share Subdivision”).

Pursuant to the Merger Agreement, immediately prior to the effective time of the First Merger (the “First Effective Time”), each Poema Global Class B Share outstanding immediately prior to the First Effective Time will be automatically converted into one Poema Global Class A Shares in accordance with the terms of the Poema Global Articles (such automatic conversion, the “Poema Global Class B Conversion”) and each Poema Global Class B Share shall no longer be outstanding and shall automatically be canceled, and each former holder of Poema Global Class B Shares shall thereafter cease to have any rights with respect to such shares, and, after giving effect to the Poema Global Class B Conversion, at the First Effective Time and as a result of the First Merger, each issued and outstanding Poema Global Class A Share (including in connection with the Unit Separation) will no longer be outstanding and will automatically be converted into the right of the holder thereof to receive one Gogoro Ordinary Share (after giving effect to the Recapitalization).

Pursuant to the Merger Agreement, each issued and outstanding Poema Global Warrants will automatically and irrevocably be assumed by Gogoro and converted into a corresponding Gogoro Warrant exercisable for

 

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Gogoro Ordinary Shares. Immediately prior to the First Effective Time, the Poema Global Class A Shares and the Public Warrants comprising each issued and outstanding Unit, consisting of one Poema Global Class A Share and one-half of one Public Warrant, will be automatically separated and the holder thereof will be deemed to hold one Poema Global Class A Share and one-half of one Public Warrant (the “Unit Separation”). No fractional Public Warrants will be issued in connection with such separation such that if a holder of such Poema Global Units would be entitled to receive a fractional Public Warrant upon such separation, the number of Public Warrants to be issued to such holder upon such separation will be rounded down to the nearest whole number of Public Warrants and no cash will be paid in lieu of such fractional Public Warrants.

Pursuant to the Merger Agreement, (i) each ordinary share, par value $0.0001 per share, of Merger Sub (the “Merger Sub Shares”) that is issued and outstanding immediately prior to the First Effective Time shall automatically convert into one ordinary share, par value $0.0001 per share, of the Surviving Entity and (ii) each ordinary share of Merger Sub II issued and outstanding immediately prior to the Second Effective Time shall remain outstanding and shall not be affected by the Second Merger.

Background of the Business Combination

Poema Global is a blank check company incorporated on September 25, 2020 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. The Business Combination was the result of an extensive search for a potential transaction utilizing the broad sourcing platform and investing and operating experience of Poema Global’s management team, the Sponsor and the board of directors of Poema Global. The terms of the Business Combination were the result of thorough negotiations between Poema Global’s management team, the Sponsor, Princeville Capital, Gogoro’s management team and representatives of Gogoro and Poema Global.

The Poema Global Articles provide that (i) to the fullest extent permitted by applicable law and except and to the extent expressly assumed by contract, no individual serving as a director or officer of Poema Global shall have any duty to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as the Poema Global or to communicate or offer any such corporate opportunity to the Poema Global; (ii) to the fullest extent permitted by applicable law and except and to the extent expressly assumed by contract, no individual serving as a director or officer of Poema Global shall be liable to Poema Global or its shareholders for breach of his or her fiduciary duty solely by reason of the fact that such party pursues or acquires such corporate opportunity for himself or herself, directs such corporate opportunity to another person, or does not communicate information regarding such corporate opportunity to Poema Global; (iii) to the fullest extent permitted by applicable law, Poema Global renounces any interest or expectancy of Poema Global in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for such director or officer, on the one hand, and Poema Global, on the other; and (iv) to the extent a court might hold that the conduct of any activity related to a corporate opportunity that is renounced to be a breach of duty to Poema Global or its shareholders, Poema Global waives, to the fullest extent permitted by applicable law, any and all claims and causes of action that Poema Global may have for such activities.

Because Poema Global’s directors and officers have fiduciary or contractual obligations to other entities pursuant to which such officer or director is required to present a business combination opportunity to such entity, there could have been business combination targets that would have been appropriate for a combination with Poema Global but were not offered due to such obligations. Poema Global’s board of directors considered the pre-existing fiduciary or contractual obligations of Poema Global directors and officers and does not believe that the inclusion of the waiver of the corporate opportunity doctrine materially interfered with Poema Global’s ability to identify an acquisition target. In addition, Poema Global’s board of directors believes that the waiver of the corporate opportunity doctrine has provided Poema Global with greater flexibility to attract and retain directors and officers who may be otherwise unable or unwilling to serve as a director or officer.

 

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The following is a brief description of the background of such negotiations, the Business Combination and related transactions. It is not, and does not purport to be, a complete catalogue of every interaction between the applicable parties.

During 2020, Gogoro began to review and explore a number of options to potentially access the U.S. capital markets, including a traditional IPO, a “reverse merger” with a publicly listed company, and a merger with a special purpose acquisition company, or SPAC. On November 4, 2020, Gogoro executed a non-binding term sheet with a special purpose acquisition company in connection with a potential business combination reflecting an enterprise valuation of $1.8 billion. Over the course of a number of weeks, Gogoro determined that there were other opportunities that would provide greater shareholder value and decided to terminate discussions with the special purpose acquisition company in mid-December 2020.

Prior to the consummation of the Poema Global IPO on January 8, 2021, neither Poema Global, nor anyone on its behalf, contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a transaction with Poema Global.

After the Poema Global IPO, Poema Global commenced an active search for prospective businesses and assets to acquire. Representatives of Poema Global’s management team and Princeville Capital contacted and were contacted by a number of individuals and entities with respect to acquisition opportunities.

In evaluating potential businesses and assets for an initial business combination, Poema Global, together with Poema Global’s management team and Princeville Capital, considered acquisition candidates in the technology sector, utilizing the Sponsor’s vast network of contacts for introductions to potential targets through its affiliates as well as Princeville Capital’s accumulated deep global expertise and relationships built upon decades of investing, operating, capital markets advisory and consulting roles in the technology sector globally, with both public and private companies. Poema Global generally focused on rapidly growing, highly scalable target companies with attractive unit economics in the technology sector that could benefit from the expertise and capabilities of Poema Global’s management team in order to create long-term shareholder value. Leveraging Poema Global’s management team’s long track record of investing in and adding significant operational and strategic value to companies within Asia and Europe, Poema Global had a particular focus on business combination targets in these geographies. Poema Global also filtered opportunities based on anticipated enterprise values of greater than $1.5 billion. When evaluating potential targets, Poema Global generally judged opportunities against these criteria as stated above.

Since the Poema Global IPO, Poema Global’s management team, the Sponsor and Princeville Capital have considered and analyzed more than 50 potential acquisition targets other than Gogoro (the “Other Potential Targets”), including conducting over 150 meetings and calls with the owners of the Other Potential Targets, operating across diverse industries such as e-commerce, enterprise SaaS, e-health, marketplaces, and climate technology, among others. Poema Global signed non-disclosure agreements with over 20 such Other Potential Targets, which contained customary terms for non-disclosure agreements between a special purpose acquisition company and a private company target, including confidentiality provisions. As part of the evaluation process of each potential target, Poema Global’s management team considered, among other things, the target company’s growth characteristics, suitability as a public company, competitive positioning within its industry, historical profitability and predictability of financial performance.

Among the Other Potential Targets, Poema Global discussed with its board of directors a non-binding letter of intent with a company in the climate technology area in February 2021 as well as with a company in the online marketplaces industry in April 2021. In neither case, did Poema Global ultimately advance to a signed merger agreement or otherwise agree to a standstill. Poema Global did not proceed to discussions of a letter of intent with its board of directors respecting Other Potential Targets for a variety of reasons, including, among others: (i) Poema Global’s assessment of each Other Potential Target’s business plan, management team, phase of business and industry; (ii) Poema Global’s assessment of each Other Potential Target’s funding needs for its

 

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respective business; (iii) alternative options available to each Other Potential Target, such as pursuing a traditional initial public offering; and (iv) lack of chemistry with the management teams in competitive contexts.

On January 21, 2021, having identified Gogoro as a potentially s