SecProbe.io

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 Document July 25, 2025 VIA EDGAR U.S. Securities & Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Ms. Jenny O’Shanick Mr. Geoffrey Kruczek Re: Gogoro Inc. Registration Statement on Form F-3 Initially Filed on August 23, 2024 File No. 333-281734 Ladies and Gentlemen: Pursuant to Rule 461 of Regulation C (“Rule 461”) promulgated under the Securities Act of 1933, as amended, Gogoro Inc. (the “ Company ”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-3 (the “Registration Statement”) be accelerated to, and that the Registration Statement become effective at, 9:30 A.M., Eastern Time on July 29, 2025, or as soon as practicable thereafter. If there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration of the effectiveness of the Registration Statement in accordance with Rule 461. Such request may be made by an executive officer of the Company or by any attorney from the Company’s U.S. counsel, Simpson Thacher & Bartlett LLP. The Company requests that it be notified of the effectiveness of the Registration Statement by telephone to Yi Gao of Simpson Thacher & Bartlett LLP at +852-2514-7620 or via email at ygao@stblaw.com. Very truly yours, GOGORO INC. By: /s/ Henry Chiang Name: Henry Chiang Title: Interim Chief Executive Officer

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 Document Simpson Thacher & Bartlett ICBC TOWER, 35TH FLOOR 3 GARDEN ROAD, CENTRAL HONG KONG _____________ TELEPHONE: +852-2514-7600 FACSIMILE: +852-2869-7694 Direct Dial Number +852-2514-7620 E-mail Address ygao@stblaw.com July 24, 2025 CONFIDENTIAL AND VIA EDGAR Office of Manufacturing Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Ms. Jenny O’Shanick Mr. Geoffrey Kruczek Re: Gogoro Inc. Amendment No. 1 to Registration Statement on Form F-3 Filed on September 20, 2024 (“Amendment No.1”) File No. 333-281734 Ladies and Gentlemen: On behalf of our client, Gogoro Inc., an exempted company incorporated under the laws of the Cayman Islands with limited liability (the “Company”), we are filing herewith Amendment No.2 to the Company’s Registration Statement on Form F-3 (“Amendment No.2”) and certain exhibit on EDGAR with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended. The Company has responded to the Staff’s comment contained in the comment letter dated September 24, 2024 from the Staff (the “Comment Letter”) by revising Amendment No.1 or providing explanations in response to the comment. Set forth below are the Company’s responses to the Staff’s comment in the Comment Letter. The Staff’s comment is retyped in bold italics below for your ease of reference. We have included page numbers to refer to the location in Amendment No.2 where the disclosure addressing a particular comment appears. MICHAEL J.C.M. CEULEN MARJORY J. DING DANIEL FERTIG ADAM C. FURBER YI GAO MAKIKO HARUNARI IAN C. HO JONATHAN HWANG ANTHONY D. KING JIN HYUK PARK ERIK P. WANG CHRISTOPHER K.S. WONG RESIDENT PARTNERS SIMPSON THACHER & BARTLETT, HONG KONG IS AN AFFILIATE OF SIMPSON THACHER & BARTLETT LLP WITH OFFICES IN: NEW YORK BEIJING BOSTON BRUSSELS HOUSTON LONDON LOS ANGELES PALO ALTO SÃO PAULO TOKYO WASHINGTON, D.C. Simpson Thacher & Bartlett July 24, 2025 *    *    *    *    * Amendment No. 1 to Registration Statement on Form F-3 Risk Factors, page 11 1.     We note that you incorporated by reference the risk factors in your most recent annual report on Form 20-F. We also note your disclosure in your Form 6-K, filed on September 13, 2024 and incorporated by reference, that you “identified certain irregularities in supply chain which caused the Company to inadvertently incorporate certain imported components in some of its vehicles” and are “fully cooperating with the local authorities in their investigations.” Further, we note that Horace Luke resigned from his position as Chief Executive Officer and a member of the Board of the Company. Please update any risks in the Risk Factors section characterized as potential if you have experienced these risks, or advise. The Company respectfully advises the Staff that, in response to the Staff’s comment, the Company has included the following risk factors in its annual report on Form 20-F for the fiscal year ended December 31, 2024, filed with the Commission on March 31, 2025 (the “2024 Form 20-F”), which was incorporated by reference to Amendment No.2. Failure to adequately manage our supply chain could result in non-compliance with applicable laws, regulations and government requirements, exposing us to significant regulatory, business, financial and reputational risks. We are exposed to significant risks related to supply chain management, particularly regarding compliance with applicable laws, regulations and government requirements, including those in Taiwan and other jurisdictions in which we operate. We rely on a global network of suppliers for various components and materials used in our products. Effective supply chain management, including oversight to ensure compliance of the raw materials and components provided by our suppliers is critical to ensure that our products meet regulatory standards and are qualified for the subsidies under certain government subsidy programs. Therefore, failures in supply chain management could lead to use of materials or components that do not meet the relevant laws, regulations or government requirements, including those associated with government subsidies. Such non-compliance may expose us to regulatory penalties and legal liabilities, which could include fines, withdrawal of subsidies granted in the past and loss of eligibility for future government subsidies, and may give rise to negative publicity and harm our reputation. Additionally, failure to comply with applicable laws and regulations could result in operational disruptions, requiring remedial actions such as sourcing alternative components, product recalls and navigating 2 Simpson Thacher & Bartlett July 24, 2025 regulatory investigations, thereby increasing costs and potentially harming our operational performance. In August 2024, we conducted investigations into allegations in recent media reports that we incorporated imported components into certain of our vehicles in violation of the requirement of the Taiwan government that certain core components of the electric scooters shall be produced domestically in order to be qualified for the subsidies to purchasers. During such internal investigations, we have identified certain irregularities in supply chain which caused us to inadvertently incorporate certain imported components in some of our vehicles. We have reported these issues to the local authorities and are fully cooperating with the local authorities in their inquiries. Depending on the final outcome of these investigations, we may need to reassess the impact on our results of operations which could undermine investor’s confidence and further damage our reputation. Our officers may be required to take responsibilities for any noncompliance identified and we cannot assure you that we will be able to find competent replacements in a timely manner in case of any departure of our existing officers, which will further adversely affect our business operations and financial performance. While we are taking measures to strengthen our supply chain management through enhanced due diligence, stricter vetting procedures and increased monitoring and also improve our operational controls in general, there can be no assurance that these measures will be effective and prevent any future non-compliance. As such, any recurrence of failure in our supply chain management and operational control could subject us to additional penalties and materially and adversely affect our future business, financial condition, and results of operations. We may be unable to retain our key personnel and attract additional qualified personnel to operate and expand our business. If we are unable to attract and retain key personnel and hire qualified management, technical, engineering and sales personnel, our ability to compete and successfully grow our business would be harmed. Our success depends largely on the skills, experience and performance of the members of our senior management and other key personnel. On September 13, 2024, Mr. Horace Luke stepped down from the board of directors and resigned from his position as our Chief Executive Officer. Mr. Tamon Tseng was appointed as the Chairman of the board of directors on the same date, and Mr. Henry Chiang was appointed as our interim Chief Executive Officer. While our board believes Mr. Tseng and Mr. Chiang are well-qualified and competent to serve in these roles at our company, we cannot assure you that such transition of our key leadership would not affect our business 3 Simpson Thacher & Bartlett July 24, 2025 operations. If we fail to implement the leadership transition successfully or if we fail to timely find a qualified successor in the event of any further change to our senior management, we may suffer harm to our business and financial performance, which may also undermine investor confidence. The loss of the services of any of our senior management, key employees or any significant portion of our workforce could disrupt our operations or delay the development, introduction and ramp of our products and services. While a number of our senior executives are bound by employment agreements, we may not be able to successfully attract and retain senior leadership necessary to grow our business. Any disagreement with our officers and key employees with respect to their departure may also cause financial and reputational harm to our company. Our future success also depends upon our ability to attract, hire and retain a large number of engineering, manufacturing, marketing, sales and delivery, service, installation, technology and support personnel, especially to support our planned high-volume product sales, market and geographical expansion and technological innovations. Recruiting efforts, particularly for senior employees, may be time-consuming, which may delay the execution of our plans. If we are not successful in managing these risks, our business, financial condition and results of operations may be harmed. Employees may leave us or choose other employers, including competitors, due to various factors, such as a very competitive labor market for talented individuals with automotive or technology experience. In regions where we have or will have operations, particularly significant engineering and manufacturing centers, there is strong competition for individuals with skill sets needed for our business, including specialized knowledge of ePTWs, software engineering, manufacturing engineering and electrical and building construction expertise. We also compete with both mature and prosperous companies that have large financial resources and start-ups and emerging companies that promise short-term growth opportunities. The Company further respectfully advises the Staff that the local government inquiry disclosed in the Form 6-K furnished by the Company to the Commission on September 13, 2024 was recently concluded. The Company considers any associated costs or financial impact in connection with this inquiry to be immaterial. The majority of the relevant amount was previously recorded, reserved and disclosed in the 2024 Form 20-F, with an insignificant additional accrual recorded in the second quarter of 2025. Therefore, the Company does not consider it necessary to update the relevant risk factor that was disclosed in the 2024 Form 20-F. The Company has disclosed the status update of the government inquiry in the “Risk Factors” section on page 11 of Amendment No.2. *    *    *    *    * 4 Simpson Thacher & Bartlett July 24, 2025 If you have any questions regarding Amendment No.2, please do not hesitate to contact me at +852-2514-7620 (work), +852-6588-7136 (mobile) or ygao@stblaw.com (email), or Chenjing Shen at +852-2514-7526 (work), +852-9845-1886 (mobile) or chenjing.shen@stblaw.com (email). Very truly yours, /s/ Yi Gao Yi Gao Enclosures cc:      Gogoro Inc. Henry Chiang, Interim Chief Executive Officer Bruce Aitken, Chief Financial Officer 5

September 24, 2024
Henry Chiang
Interim Chief Executive 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-3
Filed on September 20, 2024
File No. 333-281734
Dear Henry Chiang:
            We have conducted a limited review of your registration statement and have the following
comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Amendment No. 1 to Registration Statement on Form F-3
Risk Factors, page 11
1.We note that you incorporated by reference the risk factors in your most recent annual
report on Form 20-F. We also note your disclosure in your Form 6-K, filed on September
13, 2024 and incorporated by reference, that you “identified certain irregularities in
supply chain which caused the Company to inadvertently incorporate certain imported
components in some of its vehicles” and are “fully cooperating with the local authorities
in their investigations.” Further, we note that Horace Luke resigned from his position as
Chief Executive Officer and a member of the Board of the Company. Please update any
risks in the Risk Factors section characterized as potential if you have experienced these
risks, or advise.

September 24, 2024
Page 2
            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.
            Please contact Jenny O'Shanick at 202-551-8005 or Geoffrey Kruczek at 202-551-3641
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Yi Gao

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Document

September 13, 2024

VIA EDGAR

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549-3720

Attention: Jenny O’Shanick

Re: Gogoro Inc.

  Registration Statement on Form F-3

  Filed August 23, 2024

  File No. 333-281734

Ladies and Gentlemen:

Reference is made to the letter, filed by Gogoro Inc. (the “Company”) as correspondence via EDGAR on September 11, 2024, in which the Company requested that the effectiveness of the above-referenced Registration Statement on Form F-3 (the “Registration Statement”) be accelerated to, and that the Registration Statement become effective at, 9:30 AM Eastern Daylight Time on September 13, 2024, in accordance with Rule 461 of Regulation C (“Rule 461”) promulgated under the Securities Act of 1933, as amended. The Company is no longer requesting that such Registration Statement be declared effective at this time and hereby formally withdraws such request until further notice from the Company, as the Company plans to file an amendment to the Registration Statement.

Very truly yours,

GOGORO INC.

By:

 /s/ Bruce Morrison Aitken

Name: Bruce Morrison Aitken

Title: Chief Financial Officer

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Document

September 11, 2024

VIA EDGAR

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549-3720

Attention:    Jenny O’Shanick

Re:         Gogoro Inc.

Registration Statement on Form F-3

Filed August 23, 2024

File No.     333-281734

Ladies and Gentlemen:

Pursuant to Rule 461 of Regulation C (“Rule 461”) promulgated under the Securities Act of 1933, as amended, Gogoro Inc. (the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-3 (the “Registration Statement”) be accelerated to, and that the Registration Statement become effective at, 9:30 A.M., Eastern Daylight Time on September 13, 2024, or as soon as practicable thereafter.

If there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration of the effectiveness of the Registration Statement in accordance with Rule 461. Such request may be made by an executive officer of the Company or by any attorney from the Company’s U.S. counsel, Simpson Thacher & Bartlett LLP.

The Company requests that it be notified of the effectiveness of the Registration Statement by telephone to Yi Gao of Simpson Thacher & Bartlett LLP at +852-2514-7620 or via email at ygao@stblaw.com.

Very truly yours,

GOGORO INC.

By:

 /s/ Bruce Morrison Aitken

Name: Bruce Morrison Aitken

Title: Chief Financial Officer

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Company's Acceleration Letter

 June 13, 2022

Via EDGAR

U.S. Securities & Exchange Commission

 Division of
Corporation Finance

 Office of Manufacturing

 100 F Street,
N.E.

 Washington, D.C. 20549-3720

Attention:
 Bradley Ecker

Jay Ingram

 Re: Gogoro Inc.

 Registration Statement on Form F-1

Filed May 2, 2022

File No. 333-264619

Acceleration Request

Requested
Date:                 June 16, 2022

Requested Time:                9:30 A.M.
Eastern Time

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Gogoro Inc. (the “Company”) hereby requests that the
above-referenced Registration Statement on Form F-1 (File No. 333-264619) (the “Registration Statement”) be declared effective at the
“Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable, or at such later time as the Company may request via telephone to the staff of the Securities and Exchange Commission. The Company hereby
authorizes Mark Baudler of Wilson Sonsini Goodrich & Rosati, Professional Corporation, counsel for the Company, to make such request on the Company’s behalf.

The Company requests that it be notified of the effectiveness of the Registration Statement by telephone to Mark Baudler of Wilson Sonsini
Goodrich & Rosati, Professional Corporation at 650-320-4597 or via email at mbaudler@wsgr.com.

Please direct any questions or comments regarding this acceleration request to Mark Baudler at 650-320-4597.

 [signature page follows]

Sincerely,

GOGORO INC.

By:

 /s/ Bruce Morrison Aitken

Bruce Morrison Aitken

Chief Financial Officer

 cc:   Mark Baudler, Wilson Sonsini Goodrich & Rosati,
P.C.

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 Wilson Sonsini Goodrich & Rosati

Professional Corporation

One Market Plaza

 Spear Tower, Suite 3300

San Francisco, California 94105-1126

o: 415.947.2000

 f: 415.947.2099

 June 8, 2022

VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Manufacturing

 100 F Street, N.E.

 Washington, DC 20549-3720

Attn:
 Bradley Ecker

 Jay Ingram

Re:
 Gogoro Inc.

 Registration Statement on Form F-1

 Filed May 2, 2022

 File No. 333-264619

Ladies and Gentlemen:

 On behalf of our client,
Gogoro Inc. (the “Company”), we submit this letter in response to the comments contained in the letter dated May 25, 2022 (the “Comment Letter”) from the staff (the
“Staff”) of the Securities and Exchange Commission relating to the above referenced Registration Statement on Form F-1 as filed by the Company on May 2, 2022 (the
“Registration Statement”). We are concurrently filing via EDGAR Amendment No. 1 to the Registration Statement (“Amendment No. 1”) marked in accordance with
Regulation S-T Item 310. Given the current concerns about public health, we have not submitted paper copies of this letter or Amendment No. 1 to the Staff, but we are happy to provide upon your request.

 In this letter, we have recited the comments from the Staff in italicized, bold type and have followed each comment with the
Company’s response. Except for page references contained in the comments of the Staff, or as otherwise specifically indicated, page references herein correspond to the page of Amendment No. 1.

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 also disclose the potential profit the selling securityholders will
earn based on the current trading price. Lastly, please include appropriate risk factor disclosure.

 U.S. Securities and Exchange Commission

June 8, 2022

 Page 2

The Company has revised the disclosure on the cover page and pages v and 64 of Amendment No. 1 to address the Staff’s comment.

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.

The Company has revised the disclosure on pages 26, 76 and 77 of Amendment No. 1 to address the Staff’s comment.

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.

The Company has revised the disclosure on page 77 of Amendment No. 1 to address the Staff’s comment.

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.

 U.S. Securities and Exchange Commission

June 8, 2022

 Page 3

The Company respectfully advises the Staff that it has not 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.

Cover Page

5.    For each of the securities being registered for resale, disclose the price that the selling securityholders paid for such
securities.

 The Company has revised the disclosure on the cover page of Amendment No. 1 to address the Staff’s comment.

 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.

 The Company has revised the disclosure on the cover page and pages 6, 65, 76 and 83 of Amendment No. 1
to address the Staff’s comment.

 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 impact sales of shares on this registration statement could have on the public trading price of the common
stock.

 The Company has revised the disclosure on the cover page of Amendment No. 1 to address the Staff’s comment.

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.

 U.S. Securities and Exchange Commission

June 8, 2022

 Page 4

The Company respectfully advises the Staff that it has previously included a risk titled, “Sales of a substantial number of Gogoro
Ordinary Shares and Public Warrants in the public market could cause the market price of Gogoro Ordinary Shares and Public Warrants to fall.” In addition, the Company has revised the disclosure on pages 10 and
63-65 of Amendment No. 1 to address the Staff’s comment.

 * * * * *

 U.S. Securities and Exchange Commission

June 8, 2022

 Page 5

If you have any questions or comments regarding this letter and the responses set forth above, please direct the questions to me at
mbaudler@wsgr.com or 650-320-4597.

Respectfully Submitted,

 /s/ Mark Baudler

 Mark Baudler

 Wilson Sonsini
Goodrich & Rosati, P.C.

cc:

Bruce Morrison Aitken, Gogoro Inc.

Titan Lee, Gogoro Inc.

Steven V. Bernard, Wilson Sonsini Goodrich & Rosati, P.C.

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

 FirstName LastNameTitan Lee
 Comapany NameGogoro Inc.
 May 25, 2022 Page 2
 FirstName LastNameTitan Lee
Gogoro Inc.
May 25, 2022
Page 2
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

 FirstName LastNameTitan Lee
 Comapany NameGogoro Inc.
 May 25, 2022 Page 3
 FirstName LastName
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.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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CORRESP

 March 17, 2022

VIA EDGAR

 U.S.
Securities & Exchange Commission

 Division of Corporation Finance

Office of Manufacturing

 100 F Street, N.E.

Washington, D.C. 20549-3720

Attention:
 Jay Ingram

 Geoffrey Kruczek

 SiSi Cheng

 Kevin Stertzel

 Re: Gogoro Inc.

 Registration Statement on Form F-4

 Filed November 18, 2021

 File No. 333-261181

 Acceleration Request

 Requested Date:        March 17, 2022

 Requested Time:       2:00 P.M. Eastern Time

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Gogoro Inc. (the “Company”) hereby
requests that the above-referenced Registration Statement on Form F-4 (File No. 333-261181) (the “Registration Statement”) be declared effective at
the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable, or at such later time as the Company may request via telephone to the staff of the Securities and Exchange Commission. The Company
hereby authorizes Mark Baudler of Wilson Sonsini Goodrich & Rosati, Professional Corporation, counsel for the Company, to make such request on the Company’s behalf.

The Company requests that it be notified of the effectiveness of the Registration Statement by telephone to Mark Baudler of
Wilson Sonsini Goodrich & Rosati, Professional Corporation at 650-320-4597 or via email at mbaudler@wsgr.com.

Please direct any questions or comments regarding this acceleration request to Mark Baudler at
650-320-4597.

 [signature page follows]

Sincerely,

GOGORO INC.

By:

/s/ Bruce Morrison Aitken

Bruce Morrison Aitken

Chief Financial Officer

cc:
 Mark Baudler, Wilson Sonsini Goodrich & Rosati, P.C.

CORRESP
1
filename1.htm

CORRESP

 Wilson Sonsini Goodrich & Rosati

Professional Corporation

One Market Plaza

 Spear Tower, Suite 3300

San Francisco, California 94105-1126

o: 415.947.2000

 f: 415.947.2099

 March 15, 2022

VIA EDGAR AND SECURE FILE TRANSFER

 U.S.
Securities and Exchange Commission

 Division of Corporation Finance

Office of Manufacturing

 100 F Street, N.E.

Washington, DC 20549-3720

Attn:
 Jay Ingram

 Geoffrey Kruczek

 SiSi Cheng

 Kevin Stertzel

Re:
 Gogoro Inc.

 Amendment No. 3 to Registration Statement on Form F-4

 Filed March 2, 2022

 File No. 333-261181

Ladies and Gentlemen:

 On behalf of our client,
Gogoro Inc. (the “Company”), we submit this letter in response to the comments contained in the letter dated March 14, 2022 (the “Comment Letter”) from the staff (the
“Staff”) of the Securities and Exchange Commission relating to the above referenced Registration Statement on Form F-4 as filed by the Company on March 2, 2022 (the
“Registration Statement”). We are concurrently filing via EDGAR Amendment No. 4 to the Registration Statement (“Amendment No. 4”) marked in accordance with
Regulation S-T Item 310. Given the current concerns about public health, we have not submitted paper copies of this letter or Amendment No. 4 to the Staff, but we are happy to provide upon your request.

 In this letter, we have recited the comments from the Staff in italicized, bold type and have followed each comment with the
Company’s response. Except for page references contained in the comments of the Staff, or as otherwise specifically indicated, page references herein correspond to the page of Amendment No. 4.

Amendment No. 3 to Registration Statement on Form F-4 filed March 2, 2022

Exhibits

 1.    We
note your response to prior comment 1. Please include in Exhibit 8.1 counsel’s consent to the reference to it’s name on page 239.

The Company has updated Exhibit 8.1 to Amendment No. 4 to include Kirkland & Ellis LLP’s consent to the reference to its
name and has also filed Exhibit 23.5 to address the Staff’s comment.

 U.S. Securities and Exchange Commission

March 15, 2022

  Page
 2

2.
 Please file as an exhibit the consent of Maples and Calder to the references to it’s name on pages
56 and 81.

 The Company has filed Exhibit 23.6 to Amendment No. 4 to include Maples and
Calder’s consent to the references to its name to address the Staff’s comment.

 * * * * *

 U.S. Securities and Exchange Commission

March 15, 2022

  Page
 3

 If you have any questions or comments regarding this letter and the responses set forth
above, please direct the questions to me at mbaudler@wsgr.com or 650-320-4597.

Respectfully Submitted,

/s/ Mark Baudler

Mark Baudler

Wilson Sonsini Goodrich & Rosati, P.C.

cc:
 Bruce Morrison Aitken, Gogoro Inc.

 Steven V. Bernard, Wilson Sonsini Goodrich & Rosati, P.C.

 Jesse Sheley, Kirkland & Ellis International LLP

 Joseph Raymond Casey, Kirkland & Ellis International LLP

 Steve Lin, Kirkland & Ellis International LLP

United States securities and exchange commission logo
March 14, 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. 3 to Registration Statement on Form F-4
Filed March 2, 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. 3 to Registration Statement on Form F-4 filed March 2, 2022
Exhibits
1.We note your response to prior comment 1.  Please include in Exhibit 8.1 counsel's
consent to the reference to it's name on page 239.
2.Please file as an exhibit the consent of Maples and Calder to the references to it's name on
pages 56 and 81.
            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

 FirstName LastNameBruce Aitken
 Comapany NameGogoro Inc.
 March 14, 2022 Page 2
 FirstName LastName
Bruce Aitken
Gogoro Inc.
March 14, 2022
Page 2
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Mark Baudler

CORRESP
1
filename1.htm

CORRESP

 Wilson Sonsini Goodrich & Rosati

Professional Corporation

One Market Plaza

 Spear Tower, Suite 3300

San Francisco, California 94105-1126

o: 415.947.2000

 f: 415.947.2099

 March 2, 2022

VIA EDGAR AND SECURE FILE TRANSFER

 U.S.
Securities and Exchange Commission

 Division of Corporation Finance

Office of Manufacturing

 100 F Street, N.E.

Washington, DC 20549-3720

Attn:
 Jay Ingram

Geoffrey Kruczek

 SiSi Cheng

Kevin Stertzel

Re:
 Gogoro Inc.

Amendment No. 2 to Registration Statement on Form F-4

Filed February 7, 2022

File No. 333-261181

Ladies and Gentlemen:

 On behalf of our client,
Gogoro Inc. (the “Company”), we submit this letter in response to the comments contained in the letter dated February 23, 2022 (the “Comment Letter”) from the staff (the
“Staff”) of the Securities and Exchange Commission relating to the above referenced Registration Statement on Form F-4 as filed by the Company on February 7, 2022 (the
“Registration Statement”). We are concurrently filing via EDGAR Amendment No. 3 to the Registration Statement (“Amendment No. 3”) marked in accordance with
Regulation S-T Item 310. Given the current concerns about public health, we have not submitted paper copies of this letter or Amendment No. 3 to the Staff, but we are happy to provide upon your request.

 In this letter, we have recited the comments from the Staff in italicized, bold type and have followed each comment with the
Company’s response. Except for page references contained in the comments of the Staff, or as otherwise specifically indicated, page references herein correspond to the page of Amendment No. 3.

Amendment No. 2 to Registration Statement on Form F-4 filed February 7, 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.

 The Company has revised the disclosure on pages 22-23 of
Amendment No. 3 to address the Staff’s comment.

 U.S. Securities and Exchange Commission

March 2, 2022

  Page
 2

 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.

The Company has revised the disclosure on pages 207 and 216 of Amendment No. 3 to address the Staff’s comment.

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.

 The Company has revised
the disclosure on page 215 of Amendment No. 3 to address the Staff’s comment to reflect that the derivative liability related to the Earnout Shares decreased its retained earnings as opposed to its capital surplus.

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.

The Company has filed a tax opinion as Exhibit 8.1 and revised the disclosure on pages 92 and 238-239 of Amendment No. 3 to address the
Staff’s comment.

 U.S. Securities and Exchange Commission

March 2, 2022

  Page
 3

 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.

 The Company respectfully
advises the Staff that the Additional Subscription Agreement was not disclosed in its subsequent events footnote because the Company has evaluated its subsequent events after the balance sheet date only up until the date that its financial
statements were issued, which was November 15, 2021, as disclosed in footnote 2, “Approval of Financial Statements” on page F-45. The Company has provided disclosure regarding the Additional
Subscription Agreement in other sections of Amendment No. 3 including the cover page.

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.

The Company has updated the first page of Exhibit 10.13 of Amendment No. 3 to include the legend required by Item 601(b)(10)(iv) of Regulation S-K.

 * * * * *

 U.S. Securities and Exchange Commission

March 2, 2022

  Page
 4

 If you have any questions or comments regarding this letter and the responses set forth
above, please direct the questions to me at mbaudler@wsgr.com or 650-320-4597.

Respectfully Submitted,

/s/ Mark Baudler

Mark Baudler

Wilson Sonsini Goodrich & Rosati, P.C.

cc:
 Bruce Morrison Aitken, Gogoro Inc.

Steven V. Bernard, Wilson Sonsini Goodrich & Rosati, P.C.

Jesse Sheley, Kirkland & Ellis International LLP

Joseph Raymond Casey, Kirkland & Ellis International LLP

Steve Lin, Kirkland & Ellis International LLP

United States securities and exchange commission logo
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.

 FirstName LastNameBruce Aitken
 Comapany NameGogoro Inc.
 February 23, 2022 Page 2
 FirstName LastName
Bruce Aitken
Gogoro Inc.
February 23, 2022
Page 2
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.

 FirstName LastNameBruce Aitken
 Comapany NameGogoro Inc.
 February 23, 2022 Page 3
 FirstName LastName
Bruce Aitken
Gogoro Inc.
February 23, 2022
Page 3
            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

CORRESP
1
filename1.htm

CORRESP

 Wilson Sonsini Goodrich & Rosati
Professional Corporation

 One Market Plaza
Spear Tower, Suite 3300
San Francisco, California
94105-1126

 o: 415.947.2000
f: 415.947.2099

 February 7, 2022

VIA EDGAR AND SECURE FILE TRANSFER

 U.S.
Securities and Exchange Commission

 Division of Corporation Finance

Office of Manufacturing

 100 F Street, N.E.

Washington, DC 20549-3720

Attn:
 Evan Ewing

Geoffrey Kruczek

 SiSi Cheng

Kevin Stertzel

Re:
 Gogoro Inc.

Amendment No. 1 to Registration Statement on Form F-4

Filed January 12, 2022

File No. 333-261181

Ladies and Gentlemen:

 On behalf of our client,
Gogoro Inc. (the “Company”), we submit this letter in response to the comments contained in the letter dated January 12, 2022 (the “Comment Letter”) from the staff (the
“Staff”) of the Securities and Exchange Commission relating to the above referenced Registration Statement on Form F-4 as filed by the Company on January 12, 2022 (the
“Registration Statement”). We are concurrently filing via EDGAR Amendment No. 2 to the Registration Statement (“Amendment No. 2”) marked in accordance with
Regulation S-T Item 310. Given the current concerns about public health, we have not submitted paper copies of this letter or Amendment No. 2 to the Staff, but we are happy to provide upon your request.

 In this letter, we have recited the comments from the Staff in italicized, bold type and have followed each comment with the
Company’s response. Except for page references contained in the comments of the Staff, or as otherwise specifically indicated, page references herein correspond to the page of Amendment No. 2.

Amendment No. 1 to Registration Statement on Form F-4 filed January 12, 2022

Interests of Poema Global’s 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.

The Company has revised the disclosure on page 11 of Amendment No. 2 to address the Staff’s comment.

AUSTIN  BEIJING  BOSTON  BRUSSELS  HONG
KONG  LONDON  LOS ANGELES  NEW YORK  PALO ALTO

SAN DIEGO  SAN FRANCISCO  SEATTLE  SHANGHAI  WASHINGTON, DC  WILMINGTON,
DE

 U.S. Securities and Exchange Commission

February 7, 2022

  Page
 2

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.

The Company has revised the disclosure on page 12 of Amendment No. 2 to address the Staff’s comment.

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.

 The Company has revised the disclosure on pages
21-23 of Amendment No. 2 to address the Staff’s comment.

 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.

The Company acknowledges the Staff’s comment and respectfully advises the Staff that Deloitte Taiwan is not subject to the determinations
announced by the PCAOB on December 12, 2021. The Company further advises the staff that Deloitte Taiwan was inspected by the PCAOB in December 2021. The Company has revised the disclosure on pages 53-54 of Amendment No. 2 to address the
Staff’s comment.

 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 Company has revised the disclosure on page F-70 of Amendment No. 2 to address the
Staff’s comment.

 U.S. Securities and Exchange Commission

February 7, 2022

  Page
 3

 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.

 The Company has revised the disclosure on page 71 and page 72 of Amendment No. 2 to address the
Staff’s comment.

 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.

The Company acknowledges the Staff’s comment and plans to file amended Forms 10-Q for the quarters ended March 31, 2021 and
June 30, 2021 as soon as practicable.

 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.

The Company acknowledges the Staff’s comment and respectfully advises the Staff that it believes that the value of warrants that may be
retained by redeeming shareholders is the same at each of the minimum, maximum and interim redemption levels because the warrants will remain outstanding regardless of the number of ordinary shares redeemed. The Company also refers the Staff to the
disclosure on page 84 of Amendment No. 2 that says, “Further, while the level of redemptions of Public Shares will not directly change the value of the Poema Warrants because the Warrants will remain outstanding regardless of the
level of redemptions, as redemptions of Public Shares increase, a holder of Poema Warrants who exercises such Poema Warrants will ultimately own a greater interest in Gogoro because there would be fewer shares outstanding overall.”

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

 U.S. Securities and Exchange Commission

February 7, 2022

  Page
 4

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.

 The Company has revised the disclosure on pages 123-124 of Amendment No. 2 to address the Staff’s comment.

 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.

The Company has revised the disclosure on page 126 of Amendment No. 2 to address the Staff’s comment.

Global Manufacturing, page 166

11.
 Please disclose (i), (ii) and (iii) of your response to prior comment 35.

 The Company has revised the disclosure on page 167 of Amendment No. 2 to address the Staff’s comment.

 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.

 The Company has revised the disclosure on
pages 203-217 of Amendment No. 2 to address the Staff’s comment.

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.

The Company has revised the disclosure on page 214 of Amendment No. 2 to address the Staff’s comment.

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

 U.S. Securities and Exchange Commission

February 7, 2022

  Page
 5

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.

 The Company acknowledges the
Staff’s comment and respectfully advises the Staff that it has referred to the concepts of the March 2013 IFRIC agenda decision and paragraph 13A of IFRS 2 among which the IFRS Interpretations Committee’s conclusions are that
for a transaction in which the former shareholders of a non-listed operating entity (e.g., the target) become the majority shareholders of the combined entity by exchanging their shares for new shares of a listed non-operating company (e.g., the
SPAC), it is appropriate to apply the IFRS 3, Business Combinations guidance for reverse acquisitions by analogy, if the listed non-operating entity qualifies as a business on the basis of the guidance in paragraph B7 of IRFS 3. This results in
the non-listed operating entity (the target) being identified as the accounting acquirer, and the listed non-operating entity (e.g., the SPAC) being identified as the accounting acquiree. The accounting acquirer is deemed to have issued shares to
obtain control of the acquiree. However, if the listed non-operating entity is not a business, the transaction is not a business combination within the scope of IFRS 3, but a share-based payment transaction which should be accounted for in
accordance with IFRS 2, Share-Based Payment. Any difference in the fair value of the shares deemed to have been issued by the accounting acquirer and the fair value of the accounting acquiree’s identifiable net assets represents a service
received by the accounting acquirer. The Interpretations Committee concluded that regardless of the level of monetary or non-monetary assets owned by the non-listed operating entity, the entire difference should be considered to be payment for the
service of obtaining a stock exchange listing for its shares.

 Accordingly, since Poema Global does not constitute a business as defined
under IFRS 3 and therefore the underlying transactions do not result in a business combination in accordance with IFRS 3. Consequently, the transaction will be accounted for under IFRS 2 as it will be treated as Gogoro to acquire the net
assets of Poema Global. As such, the difference between the fair value of Gogoro common shares issued to Poema Global shareholders and the fair value of the net assets of Poema Global acquired is accounted for as a listing expense. Under such
transaction, the entry is to debit “listing expense”, and to credit equity related accounts, “ordinary shares” and “capital surplus”. The Company has disclosed the related accounting treatment on pages 13 and 127
of Amendment No. 2.

 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.

The Company has revised the disclosure on page 233 of Amendment No. 2 to address the Staff’s comment and clarify that the $90,000
figure represents one fee which has not yet been paid and Poema Global has not made a decision yet on when the fee will be paid.

 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.

 The Company acknowledges the Staff’s comment and respectfully
advises the Staff that in order to opine on the tax-free nature of the transaction at a “more likely than not” level, counsel needs to assume that the trust account will retain at least fifty percent
(50%) of its cash balance following any exercise of redemption rights by Poema Global’s public shareholders and any payment of transaction expenses by Poema Global. However, based on Poema Global’s current and historic trading prices
(which have generally traded below the offering price of $10.00), and based on the redemption levels of certain precedent transactions, counsel is not confident this assumption will be satisfied at the closing. Thus, counsel believes it cannot
provide an opinion that would meaningfully assist investors in their evaluation of the tax-free nature of the transaction.

 U.S. Securities and Exchange Commission

February 7, 2022

  Page
 6

 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.

The Company has revised the disclosure on page 190 of Amendment No. 2 to address the Staff’s comment.

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.

The Company has revised the disclosure on pages II-2 and II-3
of Amendment No. 2 to address the Staff’s comment. The Company has also confirmed that Exhibit 10.12 includes, on the first page of the redacted exhibit, the legend required by Item 601(b)(10)(iv) of Regulation S-K to address the Staff’s comment.

 * * * * *

 Wilson Sonsini Goodrich & Rosati
Professional Corporation

 One Market Plaza
Spear Tower, Suite 3300
San Francisco, California
94105-1126

 o: 415.947.2000
f: 415.947.2099

 If you have any questions or comments regarding this letter and the responses set forth above, please direct
the questions to me at mbaudler@wsgr.com or 650-320-4597.

Respectfully Submitted,

/s/ Mark Baudler

Mark Baudler

Wilson Sonsini Goodrich & Rosati, P.C.

cc:
 Bruce Morrison Aitken, Gogoro Inc.

Steven V. Bernard, Wilson Sonsini Goodrich & Rosati, P.C.

Jesse Sheley, Kirkland & Ellis

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.

 FirstName LastNameBruce Aitken
 Comapany NameGogoro Inc.
 January 26, 2022 Page 2
 FirstName LastName
Bruce Aitken
Gogoro Inc.
January 26, 2022
Page 2
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.

 FirstName LastNameBruce Aitken
 Comapany NameGogoro Inc.
 January 26, 2022 Page 3
 FirstName LastNameBruce Aitken
Gogoro Inc.
January 26, 2022
Page 3
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.

 FirstName LastNameBruce Aitken
 Comapany NameGogoro Inc.
 January 26, 2022 Page 4
 FirstName LastName
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,
Division of Corporation Finance
Office of Manufacturing
cc:       Mark Baudler

CORRESP
1
filename1.htm

CORRESP

 Wilson Sonsini Goodrich & Rosati

Professional Corporation

One Market Plaza

 Spear Tower, Suite 3300

San Francisco, California 94105-1126

o: 415.947.2000

 f: 415.947.2099

 January 12, 2022

VIA EDGAR AND SECURE FILE TRANSFER

 U.S.
Securities and Exchange Commission

 Division of Corporation Finance

Office of Manufacturing

 100 F Street, N.E.

Washington, DC 20549-3720

Attn:
 Evan Ewing

Geoffrey Kruczek

 SiSi Cheng

Kevin Stertzel

Re:
 Gogoro Inc.

Registration Statement on Form F-4

Filed November 18, 2021

File No. 333-261181

Ladies and Gentlemen:

 On behalf of our client,
Gogoro Inc. (the “Company”), we submit this letter in response to the comments contained in the letter dated December 15, 2021 (the “Comment Letter”) from the staff (the
“Staff”) of the Securities and Exchange Commission relating to the above referenced Registration Statement on Form F-4 as filed by the Company on November 18, 2021 (the
“Registration Statement”). We are concurrently filing via EDGAR Amendment No. 1 to the Registration Statement (“Amendment No .1”) marked in accordance with
Regulation S-T Item 310. Given the current concerns about public health, we have not submitted paper copies of this letter or Amendment No. 1 to the Staff, but we are happy to provide upon your request.

 In this letter, we have recited the comments from the Staff in italicized, bold type and have followed each comment with the
Company’s response. Except for page references contained in the comments of the Staff, or as otherwise specifically indicated, page references herein correspond to the page of Amendment No. 1.

Registration Statement on 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.

AUSTIN        BEIJING        BOSTON
   BRUSSELS        HONG KONG        LONDON        LOS ANGELES        NEW
YORK        PALO ALTO

 SAN DIEGO        SAN
FRANCISCO        SEATTLE        SHANGHAI        WASHINGTON, DC        WILMINGTON, DE

 U.S. Securities and Exchange Commission

January 12, 2022

  Page
 2

 The Company has revised the disclosure on the prospectus cover page of Amendment No. 1
to address the Staff’s comment.

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 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.

The Company acknowledges the Staff’s comment and respectfully advises the Staff that Gogoro’s operations in mainland China are
limited to: (i) Gogoro has a Taiwanese subsidiary which sells products in mainland China; (ii) in November 2020, Gogoro Network Pte. Ltd. which is incorporated in Singapore, entered into a Capital Increase Agreement (the “Capital
Increase Agreement”) with Yadea Technology Group Co. Ltd., a company organized under the laws of the PRC (“Yadea”) and Jiangmen Dachangjiang Group Co., Ltd., a company organized under the laws of the PRC (“DCJ”), which is
governed by PRC law. Among other things, the Capital Increase Agreement provides that Gogoro will sell battery packs and battery swapping stations to a joint venture (which Gogoro has not invested any funds in) and Gogoro will receive a licensing
fee for use of Gogoro’s SaaS platform. Gogoro does not hold any equity interest in Yadea or DCJ or any other entity incorporated in the PRC; (iii) Gogoro’s Taiwan subsidiaries have entered into a service agreement with the joint
venture mentioned in (ii) above under which Gogoro’s Taiwan subsidiaries provide consulting services to the joint venture in exchange for a consulting fee; and (iv) Gogoro Network Pte. Ltd. receives a licensing fee associated with its
SAAS platform from the joint venture mentioned in (ii) above. In addition, Gogoro has two subsidiaries in the PRC that are inactive. Given this structure, the Company does not believe there is a risk that operating in China will significantly
limit or completely hinder its ability to offer or continue to offer securities to investors. However, the Company has revised the disclosure on the prospectus cover page of Amendment No. 1 to address the remainder of the Staff’s comment.

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.

The Company has revised the disclosure on the prospectus cover page and pages ii, v, vi, 1 and 26 of Amendment No. 1 to address the
Staff’s comment.

 U.S. Securities and Exchange Commission

January 12, 2022

  Page
 3

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.

 The Company has revised the disclosure on the prospectus cover page and pages
4-6 of Amendment No. 1 to address the Staff’s comment.

 Do I have appraisal rights . . .?, page
xi

5.
 Please clarify if appraisal rights are available.

The Company has revised the disclosure on page xiii of Amendment No. 1 to address the Staff’s comment.

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.

The Company has revised the disclosure on page 4 of Amendment No. 1 to address the Staff’s comment.

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 to investors and cause the value of such securities to significantly decline or be worthless.

The Company acknowledges the Staff’s comment and respectfully advises the Staff that it is a Cayman Islands holding Company with
operations in Taiwan and Singapore and non-operating entities in China and the European Union and it does not currently have any joint ventures in China so it does not believe that it is currently subject to
action by the Chinese government that could significantly limit or completely hinder its ability to offer to continue to offer securities to investors. However, the Company has revised the disclosure on page 17 of Amendment No. 1 to address the
remainder of the Staff’s comment.

 U.S. Securities and Exchange Commission

January 12, 2022

  Page
 4

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.

 The Company acknowledges the Staff’s comment and respectfully advises the Staff that it does not have any
variable interest entities (“VIEs”) and the Company and its subsidiaries are not covered by the permission requirements of the China Securities Regulatory Commission (CSRC), the Cyberspace Administration of China (CAC) or any
other entity in the PRC.

 The Company has revised the disclosure on pages 2-3 of
Amendment No. 1 to address the Staff’s comment.

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.

 The Company acknowledges
the Staff’s comment and respectfully advises the Staff that it is not currently aware of any requirement to obtain approvals to offer securities to foreign investors and has revised the disclosure on pages
2-3 of Amendment No. 1 to address the Staff’s comment.

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.

The Company has revised the disclosure on pages 4-6 of Amendment No. 1 to address the Staff’s
comment.

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.

 The Company acknowledges the Staff’s comment and respectfully advises
the Staff that its auditor is located in Taiwan and PCAOB is able to inspect Taiwanese firms. However, the Company has revised the disclosure on page 17 of Amendment No. 1 to address the Staff’s comment.

 U.S. Securities and Exchange Commission

January 12, 2022

  Page
 5

 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.

The Company has revised the disclosure on pages 11-12 of Amendment No. 1 to address the
Staff’s comment.

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
expenses for which the sponsor and its affiliates are awaiting reimbursement. Provide similar disclosure for the company’s officers and directors, if material.

The Company has revised the disclosure on page 12 of Amendment No. 1 to address the Staff’s comment. The Company acknowledges the
Staff’s comment and respectfully advises the Staff that it will quantify the amount of reimbursable fees and expenses in a subsequent filing when the amount is closer to final.

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.

The Company has revised the disclosure on page 12 of Amendment No. 1 to address the Staff’s comment.

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.

The Company has revised the disclosure on page 11 of Amendment No. 1 to address the Staff’s comment.

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.

 The Company has revised the disclosure on page 13 of Amendment No. 1 to address the Staff’s
comment.

 U.S. Securities and Exchange Commission

January 12, 2022

  Page
 6

 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.

The Company has revised the disclosure on pages 19 and 20 of Amendment No. 1 to address the Staff’s comment.

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.

 The Company has revised the
disclosure on pages 23-24 of Amendment No. 1 to address the Staff’s comment.

19.
 Please provide pro forma equivalent per share disclosures as re

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

 FirstName LastNameBruce Aitken
 Comapany NameGogoro Inc.
 December 15, 2021 Page 2
 FirstName LastNameBruce Aitken
Gogoro Inc.
December 15, 2021
Page 2
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

 FirstName LastNameBruce Aitken
 Comapany NameGogoro Inc.
 December 15, 2021 Page 3
 FirstName LastNameBruce Aitken
Gogoro Inc.
December 15, 2021
Page 3
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

 FirstName LastNameBruce Aitken
 Comapany NameGogoro Inc.
 December 15, 2021 Page 4
 FirstName LastNameBruce Aitken
Gogoro Inc.
December 15, 2021
Page 4
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

 FirstName LastNameBruce Aitken
 Comapany NameGogoro Inc.
 December 15, 2021 Page 5
 FirstName LastNameBruce Aitken
Gogoro Inc.
December 15, 2021
Page 5
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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 December 15, 2021 Page 6
 FirstName LastNameBruce Aitken
Gogoro Inc.
December 15, 2021
Page 6
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 En