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United States securities and exchange commission logo
May 25, 2022
Titan Lee
Legal Director
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-1
Filed on May 2,
2022
File No. 333-264619
Dear Mr. Lee:
We have limited our review of your registration statement to
those issues we have
addressed in our 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-1 filed May 2, 2022
General
1. Revise your prospectus
to disclose the price that each selling securityholder paid for the
securities being
registered for resale. Highlight any differences in the current trading
price, the prices that
the Sponsor, private placement investors, PIPE investors, and other
selling securityholders
acquired their shares and warrants, and the price that the public
securityholders
acquired their shares and warrants. Disclose that while the
Sponsor, private
placement investors, PIPE investors, and other selling securityholders
may experience a
positive rate of return based on the current trading price, the public
securityholders may not
experience a similar rate of return on the securities they
purchased due to
differences in the purchase prices and the current trading price. Please
Titan Lee
FirstName
Gogoro Inc.LastNameTitan Lee
Comapany
May NameGogoro Inc.
25, 2022
May 25,
Page 2 2022 Page 2
FirstName LastName
also disclose the potential profit the selling securityholders will
earn based on the current
trading price. Lastly, please include appropriate risk factor
disclosure.
2. In light of the significant number of redemptions and the unlikelihood
that the company
will receive significant proceeds from exercises of the warrants
because of the disparity
between the exercise price of the warrants and the current trading
price of your ordinary
shares, please add a capital resources section to your prospectus that
addresses any
changes in the company s liquidity position since the business
combination. If the
company is likely to have to seek additional capital, discuss the
effect of this offering on
the company s ability to raise additional capital.
3. In the new capital resources section, discuss the fact that this
offering involves the
potential sale of a substantial portion of shares for resale and
discuss how such sales could
impact the market price of the company s common stock. Your
discussion should
highlight the fact that the selling securityholders identified on page
17, beneficial owners
of more than 60% of your outstanding shares, will be able to sell all
of their shares for so
long as the registration statement of which this prospectus forms a
part is available for
use.
4. Please disclose whether you entered into any forward purchase or other
agreements that
provide certain investors with the right to sell back shares to the
company at a fixed price
for a given period after the closing date of the business combination.
If so, please revise to
discuss the risks that these agreements may pose to other holders if
you are required to
buy back the shares of your common stock as described therein. For
example, discuss how
such forced purchases would impact the cash you have available for
other purposes and to
execute your business strategy.
Cover Page
5. For each of the securities being registered for resale, disclose the
price that the selling
securityholders paid for such securities.
6. Disclose the exercise price of the warrants compared to the market
price of the underlying
securities. If the warrants are out the money, please disclose the
likelihood that warrant
holders will not exercise their warrants. Provide similar disclosure
in the prospectus
summary, risk factors, MD&A and use of proceeds sections and disclose
that cash
proceeds associated with the exercises of the warrants are dependent
on the stock price.
As applicable, describe the impact on your liquidity and update the
discussion on the
ability of your company to fund your operations on a prospective basis
with your current
cash on hand.
7. We note the significant number of redemptions of your common stock in
connection with
your business combination and that the shares being registered for
resale will constitute a
considerable percentage of your public float. We also note that most
of the shares being
registered for resale were purchased by the selling securityholders
for prices considerably
below the current market price of the common stock. Highlight the
significant negative
Titan Lee
Gogoro Inc.
May 25, 2022
Page 3
impact sales of shares on this registration statement could have on
the public trading price
of the common stock.
Risk Factors, page 10
8. Include an additional risk factor highlighting the negative pressure
potential sales of
shares pursuant to this registration statement could have on the
public trading price of
your common stock. To illustrate this risk, disclose the purchase
price of the securities
being registered for resale and the percentage that these shares
currently represent of the
total number of shares outstanding. Also disclose that even though the
current trading
price of your common stock is significantly below the SPAC IPO price,
the private
investors have an incentive to sell because they will still profit on
sales because of the
lower price that they purchased their shares than the public
investors.
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 Bradley Ecker at (202) 551-4985 or Jay Ingram at (202)
551-3397 with
any questions.
FirstName LastNameTitan Lee Sincerely,
Comapany NameGogoro Inc.
Division of
Corporation Finance
May 25, 2022 Page 3 Office of
Manufacturing
FirstName LastName