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United States securities and exchange commission logo
December 15, 2021
Bruce Aitken
Chief Financial Officer
Gogoro Inc.
11F, Building C
No. 225, Section 2, Chang an E. Rd.
SongShan District, Taipei City 105
Taiwan
Re: Gogoro Inc.
Registration
Statement on Form F-4
Filed November 18,
2021
File No. 333-261181
Dear Mr. Aitken:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Form F-4 filed November 18, 2021
Cover Page, page i
1. Please disclose
prominently on the prospectus cover page that you are not a Taiwanese or
Chinese operating
company but a Cayman Islands holding company with operations
conducted by your
subsidiaries based in Taiwan and China and that this structure involves
unique risks to
investors. Provide a cross-reference to your detailed discussion of risks
facing the company and
the offering as a result of this structure.
2. Provide prominent
disclosure about the legal and operational risks associated with having
current or prospective
operations in China. Your disclosure should make clear whether
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these risks could result in a material change in your operations
and/or the value of your
ordinary shares or could significantly limit or completely hinder your
ability to offer or
continue to offer securities to investors and cause the value of such
securities to
significantly decline or be worthless. Your disclosure should address
how recent
statements and regulatory actions by China s government, such as
those related to the use
of variable interest entities and data security or anti-monopoly
concerns, has or may
impact the company s ability to conduct its business, accept foreign
investments, or list on
an U.S. or other foreign exchange. Your prospectus summary should
address, but not
necessarily be limited to, the risks highlighted on the prospectus
cover page.
3. Clearly disclose how you will refer to the holding company,
subsidiaries, and other
entities when providing the disclosure throughout the document so that
it is clear to
investors which entity the disclosure is referencing and which
subsidiaries or entities are
conducting the business operations. Refrain from using terms such as
we or our when
describing activities or functions of a subsidiary or other entities.
Disclose clearly the
entity (including the domicile) in which investors are purchasing
their interest.
4. Provide a description of how cash is transferred through your
organization and disclosure
regarding your intentions to distribute earnings or settle amounts
owed under your
agreements. State whether any transfers, dividends, or distributions
have been made to
date.
Do I have appraisal rights . . .?, page xi
5. Please clarify if appraisal rights are available.
Summary, page 1
6. Please provide an organizational chart outlining your post-business
combination corporate
structure and illustrating the relationships of the various entities
discussed throughout the
registration statement.
7. In your summary of risk factors, disclose the risks that your
corporate structure and having
current or prospective operations in China poses to investors. In
particular, describe the
significant regulatory, liquidity, and enforcement risks with
cross-references to the more
detailed discussion of these risks in the prospectus. For example,
specifically discuss risks
arising from the legal system in China, including risks and
uncertainties regarding the
enforcement of laws and that rules and regulations in China can change
quickly with little
advance notice; and the risk that the Chinese government may intervene
or influence your
operations at any time, or may exert more control over offerings
conducted overseas
and/or foreign investment in China-based issuers, which could result
in a material change
in your operations and/or the value of your ordinary shares.
Acknowledge any risks that
any actions by the Chinese government to exert more oversight and
control over offerings
that are conducted overseas and/or foreign investment in China-based
issuers could
significantly limit or completely hinder your ability to offer or
continue to offer securities
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to investors and cause the value of such securities to significantly
decline or be worthless.
8. Disclose each permission that you or your subsidiaries are required to
obtain from Chinese
authorities to operate and issue these securities to foreign
investors. State whether you or
your subsidiaries, or VIEs are covered by permissions requirements
from the China
Securities Regulatory Commission (CSRC), the Cyberspace Administration
of China
(CAC) or any other entity that is required to approve your or your
subsidiaries operations,
and state affirmatively whether you have received all requisite
permissions and whether
any permissions have been denied.
9. Please disclose whether you are required to obtain any approvals to
offer securities to
foreign investors, whether you have received such approvals and the
consequences to you
and your investors if you do not receive or maintain the approvals,
inadvertently conclude
that such approvals are not required, or applicable laws, regulations,
or interpretations
change and you are required to obtain approval in the future.
10. Provide a clear description of how cash is transferred through your
organization. Disclose
your intentions to distribute earnings or settle amounts owed under
your operating
structure. Quantify any cash flows and transfers of other assets by
type that have occurred
between the holding company and its subsidiaries, and direction of
transfer. Quantify any
dividends or distributions that a subsidiary has made to the holding
company and which
entity made such transfer, and their tax consequences. Similarly
quantify dividends or
distributions made to U.S. investors, the source, and their tax
consequences. Describe any
restrictions on foreign exchange and your ability to transfer cash
between entities, across
borders, and to U.S. investors. Describe any restrictions and
limitations on your ability to
distribute earnings from your businesses, including subsidiaries, to
the parent company
and U.S. investors as well as the ability to settle amounts owed.
11. Disclose that trading in your securities may be prohibited under the
Holding Foreign
Companies Accountable Act if the PCAOB determines that it cannot
inspect or fully
investigate your auditor, and that as a result an exchange may
determine to delist your
securities. If the PCAOB has been or is currently unable to inspect
your auditor, revise
your disclosure to so state.
Interests of Poema Global's Directors and Officers in the Business Combination,
page 8
12. Under "Interests of Poema Global s Directors and Officers in the
Business Combination"
please disclose (i) the sponsor and its affiliates total potential
ownership interest in the
combined company, assuming exercise and conversion of all securities,
including any
shares the sponsor and its affiliates will acquire in the PIPE
transaction, (ii) all
securities that the sponsor will own post-business combination and
(iii) the material terms
of the Sponsor Earn-in Shares.
13. Please quantify the aggregate dollar amount and describe the nature of
what the sponsor
and its affiliates have at risk that depends on completion of a
business combination.
Include the current value of securities held, loans extended, fees
due, and out-of-pocket
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expenses for which the sponsor and its affiliates are awaiting
reimbursement. Provide
similar disclosure for the company s officers and directors, if
material.
14. Please clarify if the sponsor and its affiliates can earn a positive
rate of return on their
investment, even if other SPAC shareholders experience a negative rate
of return in the
post-business combination company.
15. Please highlight the risk that the sponsor will benefit from the
completion of a business
combination and may be incentivized to complete an acquisition of a
less favorable target
company or on terms less favorable to shareholders rather than
liquidate.
Anticipated Accounting Treatment, page 9
16. Your pro forma financial statements appear to be presented assuming
the merger is
accounted for as a reserve capitalization. If you have concluded the
merger should be
accounted for as a reverse capitalization, please clearly disclose the
fact and provide us
with a detailed analysis in regard to the determination of the
accounting acquirer.
Summary Consolidated Financial Information of Gogoro, page 12
17. Your current formatting of the balance sheet section on page 12
appears to suggest that
total assets are included the calculation of total liabilities and
shareholders equity. Please
revise. The same comment also applies to your disclosure on page 13.
Summary Unaudited Pro Forma Condensed Combined Financial Information and
Comparative
per Share Data, page 14
18. Please revise to also provide the historical and pro forma financial
information for the
year ended December 31, 2020.
19. Please provide pro forma equivalent per share disclosures as required
by Part I.A of Form
F-4. As part of your disclosure, clearly disclose the exchange ratio
you used to calculate
the equivalent pro forma per share data.
20. Please expand your disclosures to highlight the numerators and
denominators used to
determine your calculations of historical book value per share and
combined pro forma
book value per share for both redemption scenarios. Also explain how
you determined the
inclusion of the shares subject to possible redemption in your
calculation was appropriate.
21. Please quantify in a footnote any potentially dilutive shares that are
excluded from the
calculation of historical and pro forma net loss per share
Risk Factors, page 17
22. Given the Chinese government s significant oversight and discretion
over the conduct of
your business, please revise to separately highlight the risk that the
Chinese government
may intervene or influence your operations at any time, which could
result in a material
change in your operations and/or the value of your ordinary shares.
Also, given recent
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statements by the Chinese government indicating an intent to exert
more oversight and
control over offerings that are conducted overseas and/or foreign
investment in China-
based issuers, acknowledge the risk that any such action could
significantly limit or
completely hinder your ability to offer or continue to offer
securities to investors and
cause the value of such securities to significantly decline or be
worthless.
23. In light of recent events indicating greater oversight by the
Cyberspace Administration of
China over data security, particularly for companies seeking to list
on a foreign exchange,
please revise your disclosure to explain how this oversight impacts
your business and your
offering and to what extent you believe that you are compliant with
the regulations or
policies that have been issued by the CAC to date.
24. We note from the audit opinion that you have a Taiwan based auditor
that is registered
with the PCAOB and currently subject to PCAOB inspection. Please
disclose any
material risks to the company and investors if it is later determined
that the PCAOB is
unable to inspect or investigate completely your auditor because of a
position taken by an
authority in a foreign jurisdiction. For example, disclose the risk
that lack of inspection
could cause trading in your securities to be prohibited under the
Holding Foreign
Companies Accountable Act and as a result an exchange may determine to
delist your
securities.
25. Please expand your risk factor disclosure to discuss that the United
States Senate passed
the Accelerating Holding Foreign Companies Accountable Act, which, if
enacted, would
decrease the number of non-inspection years from three years to two,
thus reducing the
time period before your securities may be prohibited from trading or
delisted.
Gogoro will be an emerging growth company and may take advantage of certain
reduced
reporting requirements., page 17
26. Please add a risk factor related to the anti-takeover provisions
mentioned on page 218,
identifying each material provision.
Gogoro will be an emerging growth company and may take advantage of certain
reduced
reporting requirements., page 55
27. Please clearly state whether you have elected to take advantage of the
extended transition
period under the JOBS Act for complying with new or revised
accountings standards. If
you have elected to opt in to the extended transition period, please
expand your risk factor
to disclose that your financial statements may not be comparable to
companies that
comply with public company effective dates.
As an exempted company incorporated in the Cayman Islands, page 56
28. Please revise to highlight clearly each of the home country practices
you intend to follow
and how they different from the standards of the exchange on which you
plan to list your
securities.
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Background of the Business Combination, page 85
29. We note Poema Global's organizational documents waived the corporate
opportunities
doctrine. Please address this potential conflict of interest and
whether it impacted the
search for an acquisition target.
Poema Global's Board of Directors' Reasons..., page 93
30. Please expand to discuss in greater detail the "financial and
valuation analysis of Gogoro
and the Business Combination" referenced in eighth bullet of this
section. Please also
expand the disclosure on page 95 to provide greater specificity on the
analysis referenced
regarding the valuation in relation to comparable companies. Include
in your revisions the
names of the companies, how they were selected, their respective
valuations and how
those valuations were determined.
Certain Unaudited Projected Financial Information, page 98
31. Please revise your disclosure to qualitatively and quantitatively
discuss
all material assumptions underlying the projections. For example,
please quantify the
assumptions underlying Gogoro's projected expenses, increases in
subscription
and hardware revenue and revenue by geography and explain how these
assumptions
resulted in the amounts included in the table, particularly in light
of Gogoro's results of
operations for the periods presented in this registration statement.
32. We note your statement that "...none of them intends to or undertakes
any obligation to
update or otherwise revise the Projections to reflect circumstances
existing after the date
when made or to reflect the occurrence of future events in the event
that any or all of the
assumptions underlying the Projections are shown to be in error.
Please revise to clarify,
if true, that you will update or revise if required by law.
Certain Engagements in connection with the Business Combination and Related
Transactions,
page 100
33. Please revise the disclosure to quantify the aggregate fees payable to
each underwriter that
are contingent on completion of the business combination. Also
disclose the fees payable
in connection with the PIPE transaction.
Gogoro's Business, page 123
34. Please provide support for the statement that Gogoro produces
hyper-efficient motors.
Also clarify what you mean by "hyper-efficient." It is unclear to what
type of motor you
are comparing your product.
Global Manufacturing, page 139
35. Please revise to clarify the nature of your relationship with Foxconn
and the OEM's
referenced in the following paragraph. From your current disclosure
regarding
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"partnership" and "partnering," it is unclear what are the respective
rights and obligations
of each party or whether a written agreement governs the relationship.
Please also file
material agreements as exhibits.
Gogoro's Management's Discussion and Analysis of Financial Condition and
Results of
Operations
Liquidity and Capital Resources, page 162
36. Please quantify and more fully disclose and discuss your short and
long term liquidity
requirements and priorities, including potential changes in your
priorities based on the
impact of changes in the amount of cash available to the post-merger
company due to the
amount of cash redemptions by shareholders.
37. You disclose on page 46 that you are a holding company and you depend
on your
subsidiaries for cash to satisfy your liquidity requirements,
including future dividend
payments, if any. You also indicate that the ability of your
subsidiaries to make payments
to you may be restricted. Please tell us what consideration you gave
to the need for parent
only financial statements pursuant to Rules 5-04 and 12-04 of
Regulation S-X.
Cash Flow Summary
Cash Flows from Operating Activities, page 163
38. Please provide a more robust analysis of the changes in cash flows
generated from (used
in) operating activities. Your analysis should quantify all factors
cited and address the
material drivers underlying those factors. Please note that merely
citing changes in
working capital items and other items identified in the statement of
cash flows may not
provide a sufficient basis to understand how and why operating cash
between comparative
periods changed. Refer to Section IV.B of SEC Release 33-8350
Unaudited Pro Forma Condensed Combined Financial Information
Unaudited Pro Forma Condensed Combined Balance Sheet, page 174
39. Please revise to also disclose pro forma common stock issued and
outstanding on the face
of the pro forma balance sheet.
40. Please reconcile the number of shares held by Gogoro shareholders in
the tabular
disclosure on page 179 to the amounts disclosed in Note (F) on page
182.
41. Please tell us your consideration to include the proceeds from the
PIPE financing in the
pro forma balance sheet.
Unaudited Pro Forma Condensed Combined Statement of Comprehensive Income, page
176
42. There does not appear to be a corresponding footnote to adjustment
Note (2). Please
revise.
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43. Please reconcile the weighted average shares outstanding for Gogoro
disclosed on pages
176 and 177 to the amounts disclosed in Note 5 on page 184.
Note 1 - Description of the Business Combination, page 178
44. Please revise your discussion on page 179 to clarify that both
scenarios also assume the
settlement of all redeemable preferred shares issued by Gogoro upon
closing.
Note 4 - Adjustments to Unaudited Pro Forma Condensed Combined Financial
Information,
page 182
45. Refer to Notes (G), (M) and Note (FF) on pages183 and 184. Please
address the
following:
Disclose the specific terms and conditions associated with the
Earnout shares issuable
to eligible employee equity holders;
Disclose the basis for reflecting the share-expense related to
Earnout shares
attributable to employee equity holders as an increase of cash on
the pro forma
balance sheet;
More fully disclose the accounting for all Earnout shares,
including shares issuable to
employees and non-employee equity holders, including how you
estimated the fair
value of Earnout shares;
Disclose the amount of any additional unrecognized compensation
expenses related
to the Earnout shares and the time periods when the expenses will
be recorded; and
Provide a sensitivity analysis that quantifies the potential
impact that a change in the
per share market price of the post combination company could have
on the
estimated fair value of the shares and on the pro forma financial
statements.
46. Refer to Note (L) on page 183. It is not clear why the listing expense
that increased
accumulated loss was also added back to capital surplus. Please
advise.
47. Refer to Notes (N) and (AA) on page 183. It is not clear to us what
this adjustment relates
to or where this transaction is disclosed and discussed in the filing.
Please more fully
disclose and discuss the terms of the restricted stocks granted prior
to the closing for
which the performance condition is deemed to be satisfied upon the
closing.
Note 6 - Pro Forma Share and Earnings Per Share Information, page 184
48. Please revise to quantify all potentially dilutive shares including
outstanding options,
warrants and Earnout shares that are excluded from the calculations of
historical and pro
forma net loss per share.
Administrative Services Agreement, page 201
49. Considering the fee you disclose is $10,000 per month and the
agreement commenced in
January 2021, please clarify how the fees incurred as of June 30, 2021
(i.e., six months
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later) was more than $680,000.
Taxation, page 202
50. We note the disclosure that 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. Counsel may provide an opinion subject to
uncertainty, such
as a "should" or "more likely than not" opinion, provided that it
explains why it cannot
give a "will" opinion, the degree of uncertainty and any related risks
to investors. Also, if
counsel is providing a short-form opinion, the prospectus must
identify counsel and both
the disclosure and the opinion must state that the disclosure
represents counsel's opinion.
Description of GOGORO's Share Capital and Articles of Association, page 212
51. Please describe the material terms of the public warrants and
highlight the material risks
to public warrant holders, including those arising from differences
between private and
public warrants. Please clarify whether recent common stock trading
prices exceed the
threshold that would allow the company to redeem public warrants.
Clearly explain the
steps, if any, you will take to notify all shareholders, including
beneficial owners,
regarding when the warrants become eligible for redemption.
Forum Selection Provision, page 229
52. Please add a risk factor relating to this exclusive forum provision
and a separate risk factor
related to Section 9.3 of Exhibit 4.7. Please revise your disclosure
to describe the risks to
investors from each provision, such as increased costs to bring a
claim and that these
provisions can discourage claims or limit investors ability to
bring a claim in a judicial
forum that they find favorable. Also describe whether there is
uncertainty as to whether a
court would enforce such provision and disclose that investors cannot
waive compliance
with the federal securities laws and the rules and regulations
thereunder. Finally, with
respect to Exhibit 4.7, ensure your disclosure explains whether the
provision applies to
claims under the Securities Act and Exchange Act.
Gogoro Inc and Subsidiaries
Consolidated Balance Sheets, page F-41
53. Please remove the June 30, 2020 column from the June 30, 2021 balance
sheet.
Note 19 - Equity, page F-59
54. We note from your disclosure on page 183 that you have granted
restricted stock in
September 2021. Please provide us with and disclose a breakdown of all
equity awards
granted to date in 2021, including the fair value of the underling
common stock used to
value such awards. Please also expand your critical accounting policy
discussion to fully
disclose your valuation assumptions and methodology.
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Note 31 - Significant Events after the Reporting Period, page F-69
55. Please revise to disclose the date when the financial statements were
authorized for issue
and who gave that authorization. Refer to paragraph 17 of IAS 10. The
same comment
also applies to Note 31 on page F-39.
Poema Global Holding Corp
Condensed Balance Sheets, page F-85
56. We note from the September 30, 2021 10-Q Poema Global filed on
November 17, 2021,
you revised your previously reported financial statements in the
September 30, 2021 10-Q
to correct errors related to a portion of the ordinary shares subject
to possible redemption
that had previously been classified as permanent equity. Please tell
us how you considered
discussing the errors in the Form F-4. Provide us with your full
materiality analysis and
tell us your consideration of amending your March 31, 2021 and June
30, 2021 10-Q as
well as filing an item 4.02 8-K regarding non-reliance on previously
issued financial
statements. In addition, tell us your consideration of this matter in
your evaluation of
disclosure control and procedures as of March 31, 2021, June 30, 2021
and September 30,
2021.
Note 9 - Subsequent Events, page F-100
57. We note that you evaluated subsequent events from the balance sheet
date through the
date the financial statement were issued. Please revise to also
disclose the actual date
through which subsequent events have been evaluated. Refer to ASC
855-10-50-1.
Exhibits
58. We note your 2019 Term Loan and January 2021 loan agreement with Mega
Bank. Please
file these agreements as exhibits to the registration statement or
tell us why you believe
you are not required to do so. Please also file as an exhibit your
2021 Equity Incentive
Plan.
59. Please file your material lease agreements as exhibits to your
registration statement, if
applicable, or tell us why you believe you are not required to do so.
General
60. We note that certain shareholders agreed to waive their redemption
rights. Please describe
any consideration provided in exchange for this agreement.
61. Disclose the material risks to unaffiliated investors presented by
taking the
company public through a merger rather than an underwritten offering.
These risks could
include the absence of due diligence conducted by an underwriter that
would be subject to
liability for any material misstatements or omissions in a
registration statement.
62. Revise your disclosure to show the potential impact of redemptions on
the per share
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Gogoro Inc.
December 15, 2021
Page 11
value of the shares owned by non-redeeming shareholders by including a
sensitivity
analysis showing a range of redemption scenarios, including minimum,
maximum and
interim redemption levels.
63. Please revise to disclose all possible sources and extent of dilution
that shareholders
who elect not to redeem their shares may experience in connection with
the
business combination. Provide disclosure of the impact of each
significant source of
dilution, including the amount of equity held by founders, convertible
securities, including
warrants retained by redeeming shareholders, at each of the minimum,
maximum and
interim redemption levels detailed in your sensitivity analysis,
including any needed
assumptions.
64. Please revise to quantify the value of warrants, based on recent trading
prices, that may be
retained by redeeming stockholders at each of the minimum, maximum and
interim redemption levels in your sensitivity analysis and identify any
material resulting
risks.
65. It appears that the underwriting fees remain constant and are not
adjusted based on
redemptions. Revise your disclosure to show the effective underwriting
fee on a
percentage basis for shares at each of the minimum, maximum and interim
redemption
level in your sensitivity analysis.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact SiSi Cheng at 202-551-5004 or Kevin Stertzel at
202-551-3723 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Evan Ewing at 202-551-5920 or Geoffrey Kruczek at 202-551-3641 with any
other
questions.
Sincerely,
FirstName LastNameBruce Aitken
Division of
Corporation Finance
Comapany NameGogoro Inc.
Office of
Manufacturing
December 15, 2021 Page 11
cc: Mark Baudler
FirstName LastName