Filed Pursuant to Rule 424(b)(3)
Registration No. 333-264619
PROSPECTUS SUPPLEMENT NO. 4
(to prospectus dated June 16, 2022)
UP TO 199,825,500 ORDINARY SHARES
This Prospectus Supplement No. 4 is being filed to update and supplement the information contained in the prospectus dated June 16, 2022 (as supplemented from time to time, the Prospectus) that forms a part of our Registration Statement on Form F-1 (File No. 333-264619) with the information contained in the Current Report on Form 6-K, filed with the Securities and Exchange Commission (SEC) on October 3, 2022 (the Form 6-K). Accordingly, we have attached the Form 6-K to this Prospectus Supplement No. 4.
The Prospectus and this Prospectus Supplement No. 4 relate to the offer and sale by us of (i) 17,250,000 ordinary shares, par value $0.0001 per share (Ordinary Shares) of Gogoro Inc. (the Company) issuable upon the exercise of 17,250,000 redeemable warrants to purchase Ordinary Shares, which were originally issued in the initial public offering of Poema Global at a price of $10.00 per unit, with each unit consisting of one Class A ordinary share of Poema Global and one-half of one warrant of Poema Global and are exercisable at a price of $11.50 per share (the Public Warrants), and (ii) 9,400,000 Ordinary Shares issuable upon the exercise of 9,400,000 private placement warrants (the Private Placement Warrants, and together with the Public Warrants, the Warrants) held by certain affiliates of Poema Global Partners LLC (the Sponsor), which were purchased at a price of $1.00 per warrant in a private placement to the Sponsor and are exercisable at a price of $11.50 per share.
The Prospectus and this Prospectus Supplement No. 4 also relate to the resale from time to time by the selling securityholders named in the Prospectus or their permitted transferees (the Selling Securityholders) of (i) 29,482,000 Ordinary Shares (the PIPE Shares) purchased by certain investors (the PIPE Investors) on April 4, 2022 (the Closing Date) pursuant to separate subscription agreements dated September 16, 2021, January 18, 2022 and March 21, 2022 (the PIPE Subscription Agreement) at a price of $10.00 per Ordinary Share, (ii) 125,668,500 Ordinary Shares beneficially owned by certain shareholders of the Company prior to the Closing Date (Legacy Gogoro, and such Ordinary Shares, the Legacy Gogoro Shares) (inclusive of up to 7,075,741 Ordinary Shares issuable to such shareholders pursuant to the earnout provisions of the Merger Agreement (as described in the Prospectus) which were either purchased by investors (the Private Investors) in connection with arms-length private financings at prices of $1.00 to $3.50 per share or approximately $1.14 to approximately $4.00 per share (after accounting for the Subdivision Factor) or granted pursuant to pre-Business Combination incentive equity grants in the form of restricted stock units or options which were exercised by the recipients of such grants (the Equity Grant Recipients) at $0.0001 per share or $0.0001 per share (after accounting for the Subdivision Factor), (iii) 8,625,000 Ordinary Shares issued to certain affiliates of the Sponsor (the Sponsor Shares, and together with the Legacy Gogoro Shares, the Affiliated Shares) (which were purchased by the Sponsor for $25,000 or approximately $0.003 per share) and (iv) 9,400,000 Ordinary Shares issuable upon the exercise of the Private Placement Warrant. The Ordinary Shares offered by the Selling Securityholders are identified in the Prospectus as the Registered Shares (the Registered Shares). The Selling Securityholders may, or may not, elect to sell Registered Shares as and to the extent that they may individually determine.
This Prospectus Supplement No. 4 updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This Prospectus Supplement No. 4 should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this Prospectus Supplement No. 4, you should rely on the information in this Prospectus Supplement No. 4.
Our Ordinary Shares and Public Warrants are currently traded on the Nasdaq Global Select Market (Nasdaq) under the symbols GGR and GGROW, respectively. On September 30, 2022, the last quoted sale price for our Ordinary Shares as reported on Nasdaq was $3.77 per share and the last quoted sale price for our Public Warrants as reported on Nasdaq was $0.655 per warrant.
We are an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012, and are therefore eligible to take advantage of certain reduced reporting requirements otherwise applicable to other public companies.
We are also a foreign private issuer, as defined in the Securities Exchange Act of 1934, as amended (the Exchange Act) and are 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, our officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions under Section 16 of the Exchange Act. Moreover, we are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.
Investing in our securities involves a high degree of risk. Before buying any securities, you should carefully read the discussion of the risks of investing in our securities in Risk Factors beginning on page 11 of the Prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the Prospectus or this Prospectus Supplement No. 4. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is October 3, 2022
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of October 2022
Commission File Number: 001-41327
11F, Building C,
No. 225, Section 2, Changan E. Rd.
SongShan District, Taipei City 105
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
On September 27, 2022, the Board of Directors (Board) of Gogoro Inc. (Gogoro) approved the appointment of Pass Liao, Gogoros General Manager, Gogoro Solutions to Chief Operating Officer of Gogoro, effective October 3, 2022. In his new role, Mr. Liao will oversee day-to-day operations, enforcing and implementing operation standards, budget and cost control and all corporate operations.
The Board also approved the appointment of Alan Pan, Gogoros General Manager of Gogoro Network to Chief Revenue Officer of Gogoro, effective October 3, 2022. In his new role, Mr. Pan will oversee Gogoros company-wide revenue strategy and execution.
Henry Chiang has also been appointed Gogoros General Manager of Taiwan Market, effective October 3, 2022. In his new role, Mr. Chiang will oversee Taiwans market operations.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|Date: October 3, 2022|
|Bruce Morrison Aitken|
|Chief Financial Officer|