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                                February 23, 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. 2 to
Registration Statement on Form F-4
                                                            Filed February 7,
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. 2 to Registration Statement on Form F-4 filed February 8,
2022

       Summary Unaudited Pro Forma Condensed Combined Financial Information and
Comparative
       per Share Data, page 21

   1.                                                   We note your updated
disclosure on page 23 in response to our prior comment 3. It
                                                        appears that the shares
subject to possible redemption are excluded from the numerator
                                                        (i.e. total equity) but
are included in the denominator (i.e. total shares outstanding) in your
                                                        book value per share
calculation. Please tell us why you believe your calculation is
                                                        appropriate.
 Bruce Aitken
FirstName
Gogoro Inc.LastNameBruce Aitken
Comapany23,
February   NameGogoro
             2022     Inc.
February
Page 2 23, 2022 Page 2
FirstName LastName
Unaudited Pro Forma Condensed Combined Financial Information, page 203

2.       We note your response to prior comment 14. We agree with your view
that since Poema is
         not a business, the transaction is not a business combination but a
share-based payment
         transaction which should be accounted for in accordance with IFRS 2.
We also agree with
         your view that any difference in the fair value of the shares deemed
to have been issued by
         Gogoro and the fair value of Poema   s identifiable net assets
represents a service received
         by Gogoro and should be recorded as listing expense. However, it is
unclear to us why
         you correspondingly credited the excess amount to ordinary shares and
capital surplus. It
         appears the transaction should be recorded by debiting Poema   s
identifiable net assets
         acquired, debiting listing expense that equals the excess of the fair
value of Gogoro shares
         deemed to have been issued, and crediting ordinary shares and capital
surplus for the fair
         value of Gogoro shares deemed to have been issued. Please contact us
if you require
         further clarification or guidance.
3.       Refer to Note (M) on page 206. Please explain why the derivative
liability related to the
         Earnout shares decreased your capital surplus as opposed to decreasing
your retained
         earnings.
Taxation, page 234

4.       From your response to prior comment 16, it continues to appear you are
required to file a
         tax opinion. Please file the tax opinion or be prepared to revise your
determination that
         the transaction is intended to qualify as a tax-free reorganization.
Unaudited Interim Consolidated Financial Statements of Gogoro
31. Significant Events after the Reporting Period, page F-69

5.       Please tell us what consideration was given to disclosing the
Additional Subscription
         Agreement certain investors entered into on January 18, 2022 in your
subsequent events
         footnote.
Exhibits

6.       Notwithstanding your response to prior comment 18, the first page of
Exhibit 10.12 does
         not include the legend required by Item 601(b)(10)(iv) of Regulation
S-K. Therefore, we
         reissue the second sentence of that comment.
 Bruce Aitken
FirstName
Gogoro Inc.LastNameBruce Aitken
Comapany23,
February   NameGogoro
             2022     Inc.
February
Page 3 23, 2022 Page 3
FirstName LastName
       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,

                                                          Division of
Corporation Finance
                                                          Office of
Manufacturing
cc:      Mark Baudler