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United States securities and exchange commission logo
January 26, 2022
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.
Amendment No. 1 to
Registration Statement on Form F-4
Filed January 12,
2022
File No. 333-261181
Dear Mr. Aitken:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Amendment No. 1 to Registration Statement on Form F-4 filed January 12,
2022
Interests of Poema Globals Directors and Officers , page 11
1. Your revised
disclosures in response to prior comment 15 relate only to "non-redeeming"
shareholders. Please
revise to address all shareholders.
2. We note your revisions
in response to prior comment 13. Please revise to disclose the
value of the shares to
be acquired in the PIPE investment as well as the Sponsor Earn-In
shares.
Bruce Aitken
FirstName
Gogoro Inc.LastNameBruce Aitken
Comapany
January 26,NameGogoro
2022 Inc.
January
Page 2 26, 2022 Page 2
FirstName LastName
Summary Unaudited Pro Forma Condensed Combined Financial Information and
Comparative
Per Share Data, page 21
3. You disclose in footnote 3 on page 23 that the book value per share
calculation is based on
total shareholder s equity including shares subject to possible
redemption divided by total
shares outstanding. You also disclose in footnote 4 that book value
per share equals total
equity excluding shares subject to possible redemption divided by
total shares
outstanding. Please revise to reconcile this discrepancy. In addition,
as we had previously
requested, please provide us with your calculation of Poema s
historical net tangible book
value per share as of June 31, 2021 and December 30, 2020.
Although the audit report, page 53
4. We note your response to prior comment 25. Please expand to discuss
the rules passed by
the Commission on December 2, 2021 and whether your auditor is subject
to the
determinations announced by the PCAOB on December 16, 2021.
Unaudited Interim Consolidated Financial Statements of Gogoro
Note 19 - Equity, page 59
5. We note your response to prior comment 55 and reissue in part. Please
disclose either in
Note 19 Equity or Note 31 Significant Events after the
Reporting Period the equity
awards granted in September 2021, similar to the information provided
within your
response.
The Amended Gogoro Articles will provide that the courts of the Cayman Islands
, page 71
6. We note your revisions added in response to prior comment 52. Please
revise this risk
factor so that it is consistent with your disclosure on page 267 and
Annex B insofar as
claims under the Securities Act are concerned. Please also add a
separate risk factor
discussing the risks related to Section 9.3 of Exhibit 4.7.
Risk Factors
"Poema Global identified a material weakness in its internal control over
financial reporting.....",
page 80
7. We note your amended Post-Transaction Balance Sheet and Form 10-Q for
the quarter
ended September 30, 2021. Please tell us when you expect to file
amended Forms 10-Q
for the quarters ended March 31, 2021 and June 30, 2021.
Poema Global Public Shareholders who redeem their Public Shares, page 84
8. Please address the part of prior comment 64 that requested disclosure
related to the value
of the warrants at the minimum interim redemption levels. It appears
the disclosure you
added relates only to the maximum redemption level.
Bruce Aitken
FirstName
Gogoro Inc.LastNameBruce Aitken
Comapany
January 26,NameGogoro
2022 Inc.
January
Page 3 26, 2022 Page 3
FirstName LastName
Certain Unaudited Projected Financial Information, page 122
9. We note your revisions added in response to prior comment 31; however,
it continues to
be unclear how you determined the revenue projections included in the
table. Please
revise. For example, clarify how the projected battery swapping
subscriber amounts were
determined for future years, as disclosed in notes 2 and 3. Also
revise to clarify how these
figures resulted in the Hardware Revenue growth reflected in the
table. Currently, your
disclosure states only what revenues are "based on" and "estimated" or
"expected" to be,
but it is unclear how and why you "based" the projections on these
amounts and how they
resulted in the projected revenues you disclose. Provide quantified
disclosure to the extent
possible.
Certain Engagements . . .,, page 126
10. We note your revisions in response to prior comment 65. In addition to
the amount and
percentage of the deferred underwriting fee, also disclose the amount
and percentage of
the total underwriting fees under each of the redemption scenarios.
Global Manufacturing, page 166
11. Please disclose (i), (ii) and (iii) of your response to prior comment
35.
Unaudited Pro Forma Condensed Combined Financial Information, page 203
12. Tell us how you considered also presenting pro forma condensed
combined financial
information assuming intermediate redemption, similar to your
disclosures on page 21.
13. Refer to Note (E) on page 213. The adjustment does not appear to fully
reclassify Poema s
historical retained earnings to capital surplus. To the extent there
are other adjustments
included in the amount, please disclose and discuss each adjustment
separately.
14. We note your response to prior comment 46 which appears to indicate
that you recorded
the difference between the fair value of Gogoro shares issued to Poema
and the fair value
of the net assets of Poema acquired both as listing expense and
ordinary shares/capital
surplus. While we note that based on the March 2013 IFRIC agenda
decision, any excess
of the transaction price over the fair value of the assets and
liabilities of the listed shell
company represents a cost for obtaining a listing, please cite the
authoritative accounting
literature in which you relied upon to also record the excess in
ordinary shares/capital
surplus.
Administrative Services Agreement, page 232
15. Please expand your revisions in response to prior comment 49 to
clarify whether the two
$90,000 figures you included represent the same fee or whether they
involve different,
separate fees. Also clarify if these fees have been paid and, if not,
when you anticipate
payment will occur.
Bruce Aitken
Gogoro Inc.
January 26, 2022
Page 4
Taxation, page 233
16. We note your response to prior comment 50. A tax opinion is required
where the tax
consequences are so unusual or complex that investors would need to have
the benefit of
an expert s opinion to understand the tax consequences in order to make
an informed
investment decision, even if "there are significant factual and legal
uncertainties." In such
circumstances, counsel is not required to opine definitively as to
whether the transaction
will or will not satisfy the requirements to be tax free. Instead, it is
permissible to provide
an opinion subject to uncertainty. Please revise accordingly.
Exhibits
17. Your response to prior comment 58 indicates that Exhibits 10.16 and 10.17
involve
two loans dated January 6, 2021, while the disclosure on page 190
indicates there is only
one loan. Please revise or advise.
18. We note Exhibit 10.12. Please revise your exhibit index to include the
markings required
by Item 601(b)(10)(iv) of Regulation S-K. Also revise the legend on the
first page of that
exhibit so it corresponds with the requirements of that item.
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 Geoff Kruczek at (202) 551-3641 or Jay Ingram, Legal Branch Chief, at
(202) 551-3397
with any other questions.
Sincerely,
FirstName LastNameBruce Aitken
Division of
Corporation Finance
Comapany NameGogoro Inc.
Office of
Manufacturing
January 26, 2022 Page 4
cc: Mark Baudler
FirstName LastName