Gogoro(GGR) - 2022 Q4 - Annual Report

Introduction Gogoro Inc., a Cayman Islands holding company, completed a merger and listed on Nasdaq in April 2022 Company Overview and Merger Details Gogoro Inc., a Cayman Islands holding company, completed a merger and listed on Nasdaq in April 2022 - Gogoro Inc. is a Cayman Islands exempted holding company, operating with its subsidiaries, including Operating Subsidiaries[11] - The company's consolidated financial statements are presented in U.S. dollars[11] - Gogoro completed a merger with Poema Global Holdings Corp. on April 4, 2022, and its ordinary shares began trading on the Nasdaq Stock Exchange on April 5, 2022[12] Cautionary Statement Regarding Forward-Looking Information This section cautions that forward-looking statements in the report are subject to risks and uncertainties, potentially causing actual results to differ materially Forward-Looking Statements and Associated Risks Forward-looking statements in this report are subject to various risks and uncertainties that could cause actual results to differ materially - The report contains forward-looking statements made under the 'safe-harbor' provisions of the U.S. Private Securities Litigation Reform Act of 1995[13] - Actual results, performance, or achievements may differ materially due to known and unknown risks, uncertainties, and other factors, including those detailed in 'Item 3. Key Information—D. Risk Factors'[13][15] - Key factors that could cause differences include future financial and operating results, business growth management, product launch and production ramp-up, sales and marketing expansion, dependence on limited vendors, expansion into new markets (India, Indonesia, PRC), strategic collaborations, construction risks, cost increases/supply disruptions, quality support, service disruptions, competition, technological change, and currency exchange rate fluctuations[15] Part I Item 1. Identity of Directors, Senior Management and Advisers Information on directors, senior management, and advisers is not applicable in this report section - This item is marked as 'Not applicable'[20] Item 2. Offer Statistics and Expected Timetable Information on offer statistics and expected timetable is not applicable - This item is marked as 'Not applicable'[20] Item 3. Key Information This section provides key company information, including capitalization, offer details, and comprehensive risk factors B. Capitalization and Indebtedness Information on capitalization and indebtedness is not applicable - This item is marked as 'Not applicable'[20] C. Reasons for the Offer and Use of Proceeds Reasons for the offer and use of proceeds are not applicable - This item is marked as 'Not applicable'[20] D. Risk Factors This section details various operational, market, technological, regulatory, and ownership risks that could materially affect Gogoro's business Summary Risk Factors Overview of material business risks, including historical losses, uncertain future results, growth challenges, and supply chain dependencies - Gogoro has historically incurred operating losses and expects significant expenses and continuing losses in the near and medium term[21] - Future operating and financial results are subject to significant uncertainty, based on management's assumptions and estimates that may prove incorrect[21] - Key risks include failure to execute growth strategy, manage growth effectively, expand into new product/technology markets, and reliance on a limited number of vendors/suppliers[21] Risks Related to Our Business Specific business risks include operating losses, market expansion challenges, product innovation, supply chain reliance, and personnel retention Net Loss (2020-2022) | Year | Net Loss (in millions USD) | |:-----|:---------------------------| | 2022 | $98.9 | | 2021 | $67.4 | | 2020 | $49.3 | - Future success depends on expanding into new geographic markets and successful strategic collaborations, with past collaborations in mainland China (Yadea and DCJ) not yet yielding satisfactory results[28][29] Research and Development Expenses (2020-2022) | Year | R&D Expenses (in millions USD) | |:-----|:-------------------------------| | 2022 | $46.0 | | 2021 | $30.6 | | 2020 | $28.7 | - Reliance on a limited number of vendors and suppliers for key components (vehicles, battery packs, swapping stations) increases risks of production interruptions, supply chain disruptions, and increased costs[50][51][52] Risks Related to ePTW Market Risks in the ePTW market include consumer adoption, technological innovation, lack of industry standards, and government incentives - Demand for ePTWs is highly dependent on consumer adoption, which can be affected by perceptions of features, safety, cost, range anxiety, competition from ICE vehicles, fuel price volatility, supply chain disruptions, and government incentives[117][118] - The ePTW market is characterized by rapid technological change, requiring continuous development of new products and innovations, which, if delayed, could adversely affect market adoption and financial results[119][121] - The current lack of industry standards for battery swapping services may lead to uncertainty, increased competition, and unexpected costs, especially if regulatory bodies impose incompatible standards[122] - The ePTW market benefits from government rebates, tax credits, and financial incentives; their reduction, modification, or elimination could adversely affect financial results[123][124] Risks Related to our Technology, Intellectual Property and Privacy Risks include protecting IP, cybersecurity threats, data breaches, and navigating complex global data privacy laws - Failure to adequately protect core technology and intellectual property (patents, trade secrets) could lead to competitors offering similar products, loss of competitive advantage, and decreased revenue[125][126] - The company faces significant cybersecurity risks, including malware, viruses, ransomware, hacking, and phishing attacks, which could result in service interruptions, data loss, reputational damage, litigation, and regulatory investigations[130][131][132] - The inability to obtain necessary rights to use and process customer data or freely transfer it across markets could negatively impact R&D and expansion efforts, and limit revenue from value-added services[86] Risks Related to the Regulatory Environment Regulatory risks include international compliance, data protection, anti-bribery laws, and increased costs as a public company - International operations expose Gogoro to unpredictable legal, regulatory, political, economic, tax, and labor conditions, which can increase costs and require significant management attention[140][141] - Non-compliance with laws relating to privacy, data protection, cybersecurity, and consumer protection in various jurisdictions could lead to regulatory actions, litigation, fines, and reputational harm[142][143] - The company is subject to the U.S. Foreign Corrupt Practices Act (FCPA) and similar anti-bribery and anti-corruption laws globally, with violations potentially leading to severe sanctions, fines, and reputational damage[151][155] - As a public company, Gogoro incurs significantly increased legal, accounting, and other expenses, and its management has limited prior experience in operating a public company, potentially diverting attention from business concerns[161][163] Risks Related to Ownership of the Gogoro Ordinary Shares Risks include share price volatility, impact of large share sales, potential PFIC classification, and implications of foreign private issuer status - The price of Gogoro Ordinary Shares may be volatile due to fluctuations in financial condition, analyst expectations, changes in laws, business developments, sales by shareholders, and general economic conditions[189] - Sales of a substantial number of Gogoro Ordinary Shares and Public Warrants in the public market, especially after lock-up expirations, could cause the market price to fall and increase volatility[190][193] - Gogoro is an 'emerging growth company' and a 'foreign private issuer', allowing it to take advantage of reduced reporting requirements and exemptions from certain U.S. domestic public company provisions, which may afford less protection to shareholders[212][213][216] - If Gogoro is classified as a Passive Foreign Investment Company (PFIC) for U.S. federal income tax purposes, U.S. Holders of Gogoro Ordinary Shares could face adverse tax consequences and burdensome reporting requirements[228][231] Risks Related to Doing Business in Taiwan Taiwan-specific risks include geopolitical tensions, policy changes, product liability, data protection, and foreign exchange controls - Gogoro faces substantial economic and political risks in Taiwan, particularly due to geopolitical tensions between Taiwan and mainland China, which could materially affect its business and the value of investments[171][172] - Changes in Taiwan's governmental policies and subsidy programs for electric scooters, such as reductions in purchase subsidies or shifts in phase-out plans for fuel scooters, could significantly and adversely affect Gogoro's sales and results of operations[173][175][176] - Taiwanese subsidiaries are subject to product liabilities under the Taiwan Consumer Protection Act for damages caused by products, and to restrictions and requirements under the Taiwan Personal Data Protection Act for collecting and processing customer personal data[176][177][178][179] - Taiwanese foreign exchange controls and regulations on investment or technical cooperation in mainland China may restrict the ability of Taiwan subsidiaries to pay dividends or expand into the mainland China market[183][184][185][186] General Risk Factors General risks include natural disasters, health epidemics, power loss, and unpredictable foreign policy or regulatory changes - Operations could be adversely affected by events outside of control, including natural disasters (e.g., floods, earthquakes, hurricanes), wars, health epidemics, or incidents like loss of power supply[232] - Unpredictable and rapidly changing foreign policy and regulatory environments could dramatically and immediately impact operations[232][234] Item 4. Information on the Company Detailed company information covers history, business overview, organizational structure, and property, plants, and equipment A. History and Development of the Company Gogoro Inc., incorporated in Cayman Islands in 2011, aims to accelerate sustainable urban life from its Taiwan base - Gogoro Inc. was incorporated as a Cayman Islands exempted company on April 27, 2011[235] - The company's mission is to accelerate the shift to sustainable urban life by eliminating barriers to electric fuel adoption for urban riders[235] - The principal place of business is located in Taipei City, Taiwan[236] B. Business Overview Gogoro offers a battery swapping platform and ePTW ecosystem, with strong Taiwan market presence and dual revenue streams - Gogoro's core offering is a technology platform for battery swapping networks and an ecosystem of enabling technologies for electric-powered two-wheelers (ePTWs)[239] - As of December 31, 2022, the network had over 2,385 battery swapping locations, delivered over 380 million battery swaps, and managed approximately 380,000 swaps daily, serving over 526,000 subscribers[240] - Gogoro generates two inter-linked revenue streams: (i) Hardware sales (Gogoro branded Smartscooters and OEM vehicle kits) and (ii) recurring battery subscription revenues from Swap & Go customer subscriptions[243] - In Taiwan, Gogoro and its PBGN OEM partners captured approximately 89.8% of the ePTW market share in 2022, with revenues in Taiwan accounting for 94.2% of total revenues in 2022[243][245][268] C. Organizational Structure Gogoro's corporate structure includes key subsidiaries and branches for manufacturing, battery swap, sales, and sharing services - Gogoro Inc. is the parent company, with subsidiaries including Gogoro Taiwan Limited, Gogoro Network, Gogoro Europe B.V., Gogoro Network Pte. Ltd., GoShare Pte. Ltd., and Starship Merger Sub II Limited[270] - Key operating entities and their primary activities[270] Key Operating Entities and Activities | Entity Name | Principal Activities | |:----------------------------------|:-----------------------------------------------------------------------------------------------------------------| | Gogoro Taiwan Limited | Manufacturing and R&D of electric scooters and components; consulting services | | Gogoro Network, Taiwan Branch | Provides battery swap services in Taiwan | | Gogoro Network Pte. Ltd. | Licensor of SaaS and provider of battery swap services outside of Taiwan | | Gogoro India Private Limited | Manufacture and sale of electric scooters and related products and provision of after-sale services in India | | Gogoro Taiwan Sales and Services Limited | Sales of electric scooters to local end customers in Taiwan | | GoShare Taiwan Limited | Provides electric scooters free-float sharing services to local end customers in Taiwan | D. Property, Plants and Equipment Gogoro's primary facilities in Taoyuan, Taiwan, support manufacturing and R&D, with plans for future domestic and international expansion - Gogoro's headquarters and largest primary location are in Taoyuan, Taiwan, housing offices, labs, vehicle manufacturing, and logistics (approx. 62,000m²)[272] - Additional facilities in Taoyuan include a 44,000m² battery pack manufacturing plant and a 9,000m² motor manufacturing location[272] - The company intends to add new facilities or expand existing ones in Taiwan and internationally to support growth, anticipating availability of suitable space on commercially reasonable terms[274] Item 4A. Unresolved Staff Comments There are no unresolved staff comments applicable to the company - This item is marked as 'Not applicable'[274] Item 5. Operating and Financial Review and Prospects Detailed review of Gogoro's financial condition, operating results, liquidity, capital resources, and critical accounting estimates A. Operating Results Overview Gogoro's 2022 operating results show revenue growth driven by battery swapping services, despite a slight decrease in hardware sales - Gogoro transitioned from a private to a public company in 2022, expanding partnerships and pilot programs in India, Singapore, and the Philippines[276] - Total subscribers grew to over 526,000 by the end of 2022, up 16.8% from 450,000 in 2021[276][286] Operating Revenues (2020-2022) | Category | 2022 (in thousands USD) | 2021 (in thousands USD) | 2020 (in thousands USD) | Change 2022 vs 2021 ($) | Change 2022 vs 2021 (%) | |:--------------------------|:------------------------|:------------------------|:------------------------|:------------------------|:------------------------| | Sales of hardware and others | 261,166 | 266,422 | 285,499 | (5,256) | (2.0)% | | Battery swapping service | 121,660 | 99,587 | 78,626 | 22,073 | 22.2% | | Total Operating Revenues | 382,826 | 366,009 | 364,125 | 16,817 | 4.6% | Key Factors Affecting Our Performance Performance is influenced by market fluctuations, competitor actions, government policies, and technological changes, requiring rapid adaptation - Performance and future success are dependent on factors such as competitor actions, government policies related to PTWs, technology changes, and other market fluctuations[277][279] - The company must respond quickly and effectively to adapt to evolving market dynamics, regulatory conditions, and customer requirements[279] Results of Operations Operating results show increased net loss in 2022, with revenue growth from services offset by higher costs and merger-related expenses Consolidated Statements of Comprehensive Income (2020-2022) | Metric (in thousands USD) | 2022 | 2021 | 2020 | 2022 vs 2021 Change ($) | 2022 vs 2021 Change (%) | |:--------------------------|:----------|:----------|:----------|:------------------------|:------------------------| | Operating revenues | 382,826 | 366,009 | 364,125 | 16,817 | 4.6% | | Cost of revenues | 325,113 | 304,921 | 284,684 | 20,192 | 6.6% | | Gross profit | 57,713 | 61,088 | 79,441 | (3,375) | (5.5)% | | Total operating expense | 356,042 | 118,406 | 115,940 | 237,636 | 200.7% | | Operating loss | (298,329) | (57,318) | (36,499) | (241,011) | 420.5% | | Net loss | (98,908) | (67,362) | (49,280) | (31,546) | 46.8% | Share-based Compensation Expenses (2020-2022) | Category (in thousands USD) | 2022 | 2021 | 2020 | 2022 vs 2021 Change ($) | 2022 vs 2021 Change (%) | |:----------------------------|:-------|:------|:-----|:------------------------|:------------------------| | Cost of revenues | 4,149 | 612 | — | 3,537 | 577.9% | | Sales and marketing | 5,698 | 887 | — | 4,811 | 542.4% | | General and administrative | 15,549 | 1,699 | — | 13,850 | 815.2% | | Research and development | 12,511 | 1,840 | — | 10,671 | 579.9% | | Total | 37,907 | 5,038 | — | 32,869 | 652.4% | Comparison of Year Ended December 31, 2022 to Year Ended December 31, 2021 2022 saw 4.6% revenue growth driven by battery swapping, but gross margin declined and operating expenses surged due to merger costs - Total operating revenues increased by $16.8 million (4.6%) to $382.8 million in 2022, primarily driven by a $22.0 million (22.2%) increase in battery swapping service revenue[284][286] - Sales of hardware and other revenue decreased by $5.2 million (2.0%) to $261.2 million, mainly due to a 9.3% decrease in electric scooters sold (65.2 thousand units in 2022 vs. 71.9 thousand in 2021) in Taiwan, offset by increased overseas revenues[285] - Gross margin decreased to 15.1% in 2022 from 16.7% in 2021, primarily due to increased production cost per electric scooter from idle capacity charges[288] - Total operating expenses increased by $237.6 million (200.7%) to $356.0 million, largely due to a $178.8 million listing expense from the merger with Poema Global[281][292] Comparison of Year Ended December 31, 2021 to Year Ended December 31, 2020 Refer to the prior annual report for 2021 vs 2020 operating results discussion - For a discussion of results of operations for the year ended December 31, 2021, compared with 2020, refer to the company's annual report on Form 20-F for the fiscal year ended December 31, 2021[299] B. Liquidity and Capital Resources Liquidity and capital resources were boosted by 2022 public transition, securing $344.8 million and new credit facilities - In 2022, Gogoro raised $344.8 million in gross proceeds from the business combination with Poema Global and PIPE investments[300] - The company paid off $102.6 million in bonds and a $90.6 million credit facility, and secured a new $345 million syndicated credit facility[300] Key Financial Position Data (as of Dec 31, 2022) | Metric | Amount (in millions USD) | |:-----------------------|:-------------------------| | Current assets | $397.9 | | Current liabilities | $248.2 | | Cash and cash equivalents | $236.1 | | Accumulated deficits | $349.9 | - Management believes current cash, available credit facilities, and cash flows from operations will be sufficient for at least the next twelve months, but may seek additional financing for future growth opportunities[301] Cash Flows Summary Summary of 2022 cash flows, showing net cash used in operations and investing, offset by substantial financing activities Cash Flows Summary (2020-2022) | Cash Flow Category (in thousands USD) | 2022 | 2021 | 2020 | |:--------------------------------------|:-----------|:---------|:-----------| | Net cash (used in) generated from operating activities | (64,790) | 80,794 | 756 | | Net cash used in investing activities | (101,102) | (41,518) | (251,757) | | Net cash generated from financing activities | 186,396 | 61,764 | 187,265 | | Effects of exchange rate changes on cash and cash equivalents | (1,833) | (2,653) | (942) | | Net increase (decrease) in cash and cash equivalents | 18,671 | 98,387 | (64,678) | Operating Activities Net cash used in 2022 operating activities was $64.8 million, driven by net loss and working capital decrease - Net cash used in operating activities was $64.8 million in 2022[306] - Primary factors included a net loss of $98.9 million, non-cash charges of $119.9 million (depreciation, amortization, share-based compensation, listing expense), offset by a $205.9 million change in fair value of financial liabilities[306] - Working capital decreased by $76.1 million, mainly due to increased inventories (lower-than-expected hardware sales, long lead-time material purchases) and decreased notes/trade payables[306] Investing Activities Net cash used in 2022 investing activities was $101.1 million, primarily for capital expenditures in network infrastructure - Net cash used in investing activities was $101.1 million in 2022[307] - This was primarily driven by $123.1 million in capital expenditures for property and equipment, mainly batteries and equipment for the battery swapping service network[307] - Partially offset by $22.3 million in net proceeds from other financial assets (time deposits with maturities over three months)[307] Financing Activities Net cash generated from 2022 financing activities was $186.4 million, primarily from PIPE investments and borrowings - Net cash generated from financing activities was $186.4 million in 2022[308] - Key inflows included $294.8 million from PIPE investments, $173.4 million from borrowings, and $32.1 million from the business combination[308] - Significant outflows included repayments of redeemable preferred shares ($106.1 million), bonds payable ($102.6 million), and bank loans ($90.6 million)[308] Material Cash Requirements from Known Contractual Obligations Material cash requirements as of December 31, 2022, include $468.5 million in indebtedness and $14.2 million for a China assembly line - As of December 31, 2022, outstanding indebtedness totaled $468.5 million, with $161.9 million due within the next 12 months[310] Indebtedness Due (as of Dec 31, 2022) | Category | Amount (in millions USD) | |:-----------------------------|:-------------------------| | Non-cancellable purchase commitments | $63.5 | | Bank loans | $88.0 | | Lease liabilities | $10.4 | - The company committed to invest approximately $14.2 million in a battery pack assembly line in Wuhan, China, with settlement upon delivery and acceptance[311] Dividends Gogoro, a holding company, relies on subsidiary dividends but does not plan cash dividends in the foreseeable future - Gogoro Inc. relies on dividends and other distributions from its subsidiaries to meet its cash and financing requirements[312] - The company incurred a net loss in fiscal year 2022 and does not intend to pay any cash dividends in the foreseeable future[313] Dividends Paid to Redeemable Preferred Shareholders (2020-2022) | Year | Amount (in millions USD) | |:-----|:-------------------------| | 2022 | $2.1 | | 2021 | $7.0 | | 2020 | $1.2 | C. Research and Development, Patents and Licenses, etc. R&D, patents, and licenses information is cross-referenced to Item 4.B. Business Overview - Information on Research and Development, Patents and Licenses is cross-referenced to 'Item 4. Information on the Company—B. Business Overview—Research and Development' and '—Intellectual Property'[314] D. Trend Information No material trends or uncertainties affecting financial results are identified beyond existing disclosures - No material trends, uncertainties, demands, commitments, or events from January 1, 2022, to December 31, 2022, are identified that would materially affect operating revenues, profitability, liquidity, or capital resources, beyond what is already disclosed[314] E. Critical Accounting Estimates Critical accounting estimates involve significant management judgment for inventories, warranties, share-based payments, and FVTPL liabilities - Critical accounting estimates involve management judgments and assumptions about uncertain matters, with actual results potentially differing from these estimates[315] - Estimates are reviewed on an ongoing basis, and revisions are recognized in the period they occur[316] Net Realizable Value of Inventories Inventories are written down to net realizable value based on damage, obsolescence, or declining selling prices - Inventories are written down to net realizable value if damaged, obsolete, or if selling prices have declined[317] - Estimates are based on reliable evidence available at the time and consider price/cost fluctuations related to post-period events confirming end-of-period conditions[317] Provisions for Product Warranty Warranty reserve is accrued for electric scooters based on projected repair costs, historical claims, and labor/material estimates - A warranty reserve is accrued for electric scooters sold, representing the best estimate of projected repair or replacement costs under warranties and recalls[318] - Estimates are based on actual claims, forecasted claims from historical experience, and estimated working hours, material costs, and hourly wage rates[318] - These estimates are inherently uncertain due to the company's short sales history, and changes could materially impact the warranty reserve[318] Share-based Payment Arrangements Fair value of share-based payments is estimated using an income approach, with inputs based on peer companies - The fair value of restricted shares granted to executives and employees is estimated using the income approach, considering future growth and economic benefits[319] - Pricing inputs (discount rate, perpetual growth rate) are estimated based on peer or similar companies, and future changes in these inputs could alter the fair value[319] Fair Value Measurement of Financial Liabilities at FVTPL FVTPL financial liabilities are valued using Monte Carlo simulations with unobservable inputs, requiring significant judgment - Financial liabilities at FVTPL (earnout, earn-in, warrant liabilities) are valued using Monte Carlo simulations[320] - This valuation relies on unobservable inputs, such as volatility, requiring significant management judgment[320] Item 6. Directors, Senior Management and Employees Comprehensive information on Gogoro's directors, executive officers, compensation, equity plans, board practices, and employee data A. Management and Board of Directors Lists Gogoro's directors and executive officers, their biographies, and confirms no familial relationships among them Directors and Executive Officers (as of report date) | Name | Age | Position(s) | |:-------------------|:----|:------------------------------------------------| | Horace Luke | 52 | Chief Executive Officer, Chairman of the Board and Director | | Bruce Aitken | 53 | Chief Financial Officer | | Ming-I Peng | 54 | Chief Product Officer | | Alan Pan | 47 | Chief Revenue Officer | | Pass Liao | 48 | Chief Operating Officer | | Michael R. Splinter | 72 | Director | | Yoshihiko Yamada | 71 | Director | | Hui-Ming "HM" Cheng | 68 | Director | | Ming-Shan Lee (Sam) | 57 | Director | | Homer Sun | 51 | Director | | Chung-Yao Yin | 39 | Director | Executive Officers Gogoro's executive team, including CEO Horace Luke, brings extensive experience from major technology and automotive companies - Horace Luke, Founder, CEO, and Chairman, led product strategy at HTC and brand development at Microsoft (Xbox, Windows XP)[324] - Bruce Aitken, CFO, previously served as General Manager of Kindle/Devices, China for Amazon and held leadership positions at Intel Corporation[325] - Alan Pan, Chief Revenue Officer, previously led Gogoro Network's business and expansion, and holds branch manager roles for Gogoro Network subsidiaries[327] Non-executive Directors Non-executive directors bring diverse expertise in finance, technology, and business management, providing broad oversight - Hui-Ming Cheng, a director since 2013, has extensive experience as a business executive in finance, accounting, and operations, including roles at Walsin Lihwa Corporation and HTC Corporation[330][331] - Michael Splinter, a director since 2018, brings engineering and technology expertise from the semiconductor industry, having served as Chairman of Nasdaq's Board and CEO of Applied Materials, Inc[334][335] - Chung-Yao Yin, a director since April 2022, holds various board positions in related entities and brings experience in business management and operations[338][339][341] Family Relationships Confirms no familial relationships exist among Gogoro's directors and executive officers - There are no familial relationships among the company's directors and executive officers[342] B. Compensation of Directors and Executive Officers Details compensation for directors and executive officers, including salaries, benefits, equity incentive plans, and share-based awards - In 2022, aggregate salaries and benefits (excluding share-based awards) for executive officers and directors were approximately $2.6 million[342] - Share-based awards underlying an aggregate of 4,894,896 ordinary shares were granted in 2022[342] Aggregate Compensation of Our Executive Officers and Directors In 2022, executive officers and directors received $2.6 million in salaries/benefits and 4.9 million share-based awards - In 2022, aggregate salaries and benefits (excluding share-based awards) for executive officers and directors amounted to approximately $2.6 million[342] - Share-based awards underlying an aggregate of 4,894,896 ordinary shares were granted to executive officers and directors[342] Equity Incentive Plans Gogoro operates 2022 Equity Incentive Plan with 26.6 million shares reserved, while the 2019 plan governs outstanding awards - The 2022 Equity Incentive Plan, effective upon the Business Combination closing, reserves 26,633,840 Gogoro Ordinary Shares for issuance, including an Incentive Award Pool and an automatic annual increase (evergreen feature)[344][345] - The 2022 Plan allows for various awards: incentive stock options, nonstatutory stock options, restricted stock, restricted stock units, stock appreciation rights, and performance awards[343] - The 2019 Equity Incentive Award Plan was terminated in connection with the Business Combination, but outstanding awards under it (e.g., 5,569,482 restricted stock awards as of Dec 31, 2022) remain governed by its terms[364] 2022 Equity Incentive Plan The 2022 Equity Incentive Plan reserves 26.6 million shares for various awards, with broad administrator authority over terms - A total of 26,633,840 Gogoro Ordinary Shares are reserved for issuance under the 2022 Plan, with an additional 7,990,152 shares for incentive awards and an evergreen feature for annual increases[344][345] - The plan administrator (compensation committee) has broad authority over award terms, including exercise price, vesting, payment methods, and adjustments for corporate capitalization changes[348] - Awards include stock options (exercise price at least 100% of fair market value, 10-year term), stock appreciation rights, restricted stock, restricted stock units, and performance awards, with specific rules for vesting, transferability, and treatment during corporate events[350][351][352][353][354] 2019 Equity Incentive Award Plan The 2019 Equity Incentive Plan, terminated post-merger, continues to govern 5.6 million outstanding restricted stock awards - The 2019 Equity Incentive Award Plan was adopted in September 2019 and allowed for incentive stock options, nonstatutory stock options, and restricted stock awards[364] - The plan was terminated in connection with the Business Combination, but continues to govern the terms and conditions of outstanding awards[364][370] - As of December 31, 2022, 5,569,482 restricted stock awards were outstanding under the 2019 Plan[364] Share-based Awards Held by Our Directors and Officers Directors and executive officers held 3.6 million unvested RSUs and 4.8 million share options as of February 28, 2023 - As of February 28, 2023, 3,598,745 RSUs and 4,842,250 share options were outstanding for directors and executive officers[371] Share-based Awards Held by Directors and Executive Officers (as of Feb 28, 2023) | Name of Beneficial Owner | Number of unvested Restricted Shares | Shares underlying outstanding RSUs/options granted | |:-------------------------|:-------------------------------------|:---------------------------------------------------| | Horace Luke | 8,529,028 | 2,200,000 | | Bruce Aitken | * | * | | Ming-I Peng | * | * | | Alan Pan | * | * | | Pass Liao | * | * | | Michael R. Splinter | — | — | | Yoshihiko Yamada | — | — | | Hui-Ming Cheng | * | — | | Homer Sun | — | — | | Chung-Yao Yin | — | — | * Less than one percent (1%) of Gogoro Ordinary Shares. Insurance and Indemnification Gogoro indemnifies directors under Cayman law and holds D&O insurance, but SEC deems Securities Act indemnification unenforceable - Gogoro is empowered to indemnify its directors against liabilities incurred by reason of their directorship, as permitted under Cayman law[373] - The company has obtained directors' and officers' insurance to cover certain liabilities[373] - Indemnification of liabilities arising under the Securities Act is considered against public policy by the SEC and is therefore unenforceable[373] C. Board Practices Gogoro's seven-member board operates with a staggered structure, independent majority, and committees for oversight and governance - The board of directors consists of seven directors, with Horace Luke serving as Chairman[374] - The board has a staggered structure with three classes, each serving a three-year term, which may help prevent changes in control or management[374][375] - The board has determined that six of its seven directors qualify as independent under Nasdaq listing rules and SEC requirements[376][377] Board Composition The seven-member board has a staggered structure with three classes, each serving a three-year term - The board of directors has seven members and operates with a staggered board structure, grouped into three classes[374] - Each class of directors serves a three-year term, with terms expiring at different annual shareholder meetings (2023, 2024, 2025)[374] - The classification of the board may contribute to preventing changes in control or management[375] Director Independence Six of Gogoro's seven directors are deemed independent under Nasdaq and SEC rules - Six of the seven directors (Chung-Yao Yin, Michael R. Splinter, Yoshihiko Yamada, Hui-Ming Cheng, Ming-Shan Lee, and Homer Sun) are deemed independent[376] - These independent directors meet the criteria set forth in Nasdaq listing rules and Rule 10A-3 of the Exchange Act[376][377] Board Oversight of Risk The board of directors directly oversees risk management through the full board and its standing committees - The board of directors provides informed oversight of the company's risk management process[378] - Risk oversight is administered directly by the full board and through its standing committees, which address risks in their respective areas[378] Committees of the Board of Directors The board has established Audit, Compensation, and Nominating/Corporate Governance committees, all compliant with Nasdaq rules - The board of directors has established an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee[379] - Each committee has adopted a charter that complies with applicable Nasdaq rules[379] Audit Committee The Audit Committee, with Hui-Ming Cheng as financial expert, oversees financial statements, internal controls, and auditor performance - Members: Hui-Ming Cheng (Chair), Yoshihiko Yamada, and Ming-Shan Lee. All are independent under Nasdaq and SEC rules[380] - Hui-Ming Cheng qualifies as an 'audit committee financial expert'[380] - Purpose: Oversees financial statements, internal controls, regulatory compliance, and the independent registered public accounting firm's qualifications and performance[381] Compensation Committee The Compensation Committee reviews and approves executive and director compensation and monitors equity-based plans - Members: Michael R. Splinter (Chair) and Yoshihiko Yamada. Both are independent under Nasdaq listing standards[382] - Purpose: Reviews and approves executive and director compensation, monitors incentive and equity-based plans, and prepares the compensation committee report[382] Nominating and Corporate Governance Committee The Nominating and Corporate Governance Committee identifies director candidates, recommends members, and establishes governance principles - Members: Chung-Yao Yin (Chair) and Hui-Ming Cheng[383] - Purpose: Screens and recommends director candidates, reviews incumbent directors, identifies committee members, and recommends corporate governance principles[383][384] - Committed to actively seeking highly qualified women and individuals from minority groups for board candidates[383] Director Nominations The Nominating and Corporate Governance Committee screens director candidates based on diverse criteria; shareholders can also nominate - The Nominating and Corporate Governance Committee screens and recommends director candidates to the board[385] - Criteria for nominees include educational background, diversity of professional experience, business knowledge, integrity, professional reputation, independence, character, and sound judgment[386] - Shareholders can recommend director candidates by following procedures in the amended and restated memorandum and articles of association[385] Corporate Governance Guidelines Corporate governance guidelines, compliant with Nasdaq rules, provide a flexible framework for board and committee operations - Corporate governance guidelines, adopted by the board, comply with Nasdaq rules and provide a flexible framework for board and committee operations[387] - Guidelines cover board membership criteria, director independence, responsibilities, roles of Chair and CEO, meetings of independent directors, committee responsibilities, access to management and advisors, director compensation, and evaluation processes[387] D. Employees Gogoro focuses on human capital management, maintaining good employee relations, with 2,048 employees as of December 2022 - Human capital objectives include identifying, recruiting, retaining, incentivizing, and integrating employees, advisors, and consultants[388] - Gogoro management maintains a good working partnership with employees and has not experienced significant labor disputes[388] Average Number of Employees by Function (2020-2022) | Function | 2022 | 2021 | 2020 | |:------------------------------------------|:------|:------|:------| | Consumer sales, support, marketing and services | 457 | 456 | 524 | | General and administrative | 179 | 183 | 193 | | Production and manufacturing | 967 | 954 | 1,111 | | Research and development | 445 | 428 | 450 | | Total | 2,048 | 2,021 | 2,278 | E. Share Ownership Details beneficial ownership of Gogoro's ordinary shares for major shareholders and all directors/executive officers as of February 2023 - Beneficial ownership of ordinary shares as of February 28, 2023, is provided for major shareholders and all directors/executive officers[390] Major Shareholders and Director/Executive Officer Ownership (as of Feb 28, 2023) | Name of Beneficial Owner | Gogoro Ordinary Shares | Percentage | |:-----------------------------------------|:-----------------------|:-----------| | All 5% or Greater Shareholders | | | | Gold Sino Assets Limited | 52,717,063 | 21.6% | | Far Eastern International Bank | 12,250,044 | 5.0% | | Director and Executive Officers | | | | Horace Luke | 13,557,040 | 5.5% | | All executive officers and directors as a group (11 persons) | 32,478,925 | 13.0% | - The table is based on 244,195,234 Gogoro Ordinary Shares issued and outstanding as of February 28, 2023, adjusted for exercisable options and warrants[391] Item 7. Major Shareholders and Related Party Transactions Details major shareholders and related party transactions, including Business Combination agreements, lock-ups, and PIPE investments A. Major Shareholders Major shareholder information is cross-referenced to Item 6.E; no known arrangements for change of control exist - Information on major shareholders is cross-referenced to 'Item 6. Directors, Senior Management and Employees—E. Share Ownership'[396] - No arrangements are known that may result in a change of control of Gogoro at a subsequent date[396] B. Related Party Transactions Related party transactions require audit committee approval; key agreements include lock-ups, registration rights, PIPE investments, and Sponsor Support Agreement - Gogoro's board of directors has a related party transaction policy requiring audit committee approval for all material related party transactions[397] Agreements Related to the Business Combination Business Combination agreements include lock-up agreements, registration rights, $294.8 million PIPE investments, and Sponsor Earn-in Shares vesting - Gogoro Shareholder Lock-Up Agreements restrict transfers of 'Locked-Up Shares' for 6 to 12 months post-closing, with exceptions, and cease if Gogoro Ordinary Shares reach $17.50 for 20 trading days within 30[398][399] - A Registration Rights Agreement grants certain shareholders the right to require Gogoro to file registration statements for the resale of their securities[400] - Subscription Agreements led to the purchase of 29,482,000 Gogoro Ordinary Shares at $10.00 per share, totaling $294.8 million in PIPE Investments[401] - The Sponsor Support Agreement includes the Sponsor's commitment to vote in favor of the merger and subjects 6,393,750 'Sponsor Earn-in Shares' to vesting based on Gogoro's share price ($15.00, $17.50, $20.00) or an 'Acceleration Event' (e.g., Change of Control)[403][405] C. Interests of Experts and Counsel Information on interests of experts and counsel is not applicable - This item is marked as 'Not applicable'[408] Item 8. Financial Information Confirms consolidated financial statements are in Item 18, discusses legal proceedings, and outlines the company's dividend policy A. Consolidated Statements and Other Financial Information Consolidated financial statements are in Item 18; legal proceedings are not material; dividend policy favors reinvestment - Consolidated financial statements are filed as part of this annual report under 'Item 18. Financial Statements'[410] Legal Proceedings Gogoro is involved in various legal proceedings, but management expects no material adverse effect on financials - Gogoro is a party to various lawsuits, claims, regulatory investigations, and other legal proceedings in the ordinary course of business[411] - Management does not expect the ultimate costs to resolve these matters to have a material adverse effect on the consolidated financial position, results of operations, or cash flows[411] Dividend Policy Dividend payments are discretionary; Gogoro intends to retain earnings and not pay cash dividends in the foreseeable future - Dividend payments are at the discretion of the board of directors and subject to the company's articles of association[412] - Gogoro intends to retain earnings for business operations and does not anticipate paying cash dividends in the foreseeable future[412] - As a holding company, Gogoro relies on subsidiary dividends, and Taiwan regulations may restrict its Taiwan subsidiaries' ability to pay dividends[413] B. Significant Changes No significant changes have occurred since the audited financial statements, beyond those already disclosed - No significant changes have occurred since the date of the audited consolidated financial statements, other than those disclosed elsewhere in the annual report[414] Item 9. The Offer and Listing Information on Gogoro's offering and listing details, including markets, selling shareholders, dilution, and issue expenses A. Offering and Listing Details Offering and listing details are cross-referenced to the 'C. Markets' section - Information on offering and listing details is cross-referenced to 'C. Markets'[416] B. Plan of Distribution The plan of distribution is not applicable - This item is marked as 'Not applicable'[416] C. Markets Gogoro's ordinary shares (GGR) and Public Warrants (GGROW) are listed on the Nasdaq Global Select Market - Gogoro's ordinary shares are listed on the Nasdaq Global Select Market under the symbol 'GGR'[417] - Public Warrants are listed on the Nasdaq Global Select Market under the symbol 'GGROW'[417] D. Selling Shareholders Information regarding selling shareholders is not applicable - This item is marked as 'Not applicable'[417] E. Dilution Information regarding dilution is not applicable - This item is marked as 'Not applicable'[417] F. Expenses of the Issue Information regarding the expenses of the issue is not applicable - This item is marked as 'Not applicable'[417] Item 10. Additional Information Additional information covers share capital, corporate documents, material contracts, exchange controls, and U.S. federal income tax A. Share Capital Information regarding share capital is not applicable - This item is marked as 'Not applicable'[417] B. Memorandum and Articles of Association Memorandum and Articles of Association information is incorporated by reference from the March 17, 2022 prospectus - Information on Memorandum and Articles of Association is incorporated by reference to the final prospectus dated March 17, 2022, as supplemented[417] C. Material Contracts No material contracts beyond ordinary course of business and those already described in the report - Gogoro has not entered into any material contracts other than in the ordinary course of business and those described in other sections of this annual report[418] D. Exchange Controls Outlines exchange control policies in the Cayman Islands and Taiwan, including NTD conversion regulations and potential restrictions - Cayman Islands: Currently, there are no restrictions on the export or import of capital, including foreign exchange controls or restrictions on dividend remittances[419] - Taiwan: Foreign exchange transactions involving NTD conversion are regulated by the Central Bank of Taiwan, with transactions of NTD 500,000 or more requiring declaration[420] - Taiwanese government may impose further foreign exchange restrictions in emergency situations to stabilize balance of payments or address financial market disturbances[420] E. Taxation Summary of U.S. federal income tax considerations for U.S. Holders, including PFIC rules and reporting requirements United States Federal Income Taxation Summarizes U.S. federal income tax considerations for U.S. Holders of Gogoro Ordinary Shares, based on current laws - The discussion summarizes U.S. federal income tax considerations for U.S. Holders of Gogoro Ordinary Shares held as 'capital assets'[423] - It is based on current U.S. Internal Revenue Code, Treasury Regulations, judicial decisions, and IRS rulings, all subject to change or differing interpretation[424] - The discussion does not cover all potential tax considerations or special rules for certain types of holders, and investors are advised to consult their tax advisors[425][426] U.S. Holders Defines 'U.S. Holder' for federal income tax purposes as a beneficial owner meeting specific criteria - A 'U.S. Holder' is defined as a beneficial owner of Gogoro Ordinary Shares who is, for U.S. federal income tax purposes, an individual U.S. citizen or resident, a U.S. corporation, a U.S. estate, or a U.S. trust meeting specific criteria[427][428] Ownership and Disposition of Gogoro Ordinary Shares by U.S. Holders Details U.S. federal income tax treatment for U.S. Holders on distributions and dispositions of Gogoro Ordinary Shares - Distributions on Gogoro Ordinary Shares are generally treated as dividends to the extent of current and accumulated earnings and profits, then as a tax-free return of capital, and any excess as capital gain[429] - Dividends may qualify as 'qualified dividend income' taxed at lower capital gains rates if Gogoro shares are readily tradable, Gogoro is not a PFIC, and holding period requirements are met[430] - Gain or loss on the sale or disposition of Gogoro Ordinary Shares is generally recognized as capital gain or loss, with long-term capital gains potentially eligible for reduced tax rates[433] - Dividends constitute foreign source income for foreign tax credit purposes, subject to complex rules and additional requirements under Foreign Tax Credit Regulations[432] Passive Foreign Investment Company Rules Explains potential adverse U.S. federal income tax consequences if Gogoro is classified as a Passive Foreign Investment Company (PFIC) - A non-U.S. corporation is a PFIC if at least 75% of its gross income is passive, or at least 50% of its assets produce passive income[434] - Based on 2022 data, Gogoro does not expect to be a PFIC in 2023 or future years, but this determination is annual and subject to uncertainty[436] - If classified as a PFIC, U.S. Holders would be subject to Excess Distribution Rules, resulting in increased tax liabilities and burdensome reporting requirements, as QEF elections are generally unavailable[438][441] - U.S. Holders may make a mark-to-market election for 'marketable stock' (which Gogoro Ordinary Shares are expected to qualify as), but this does not apply to Lower-Tier PFICs[442][443] Foreign Financial Asset Reporting Certain U.S. Holders may need to report holdings of foreign financial assets, including Gogoro Ordinary Shares - Certain U.S. Holders may need to report holdings of foreign financial assets, including Gogoro Ordinary Shares, if their aggregate value exceeds $50,000 (or $75,000 at any time) at year-end[445] - This requirement applies unless the shares are held in an account at certain financial institutions[445] Information Reporting and Backup Withholding Information reporting and backup withholding may apply to distributions and sale proceeds for U.S. Holders - Information reporting requirements may apply to distributions and sale proceeds of Gogoro Ordinary Shares[446] - Backup withholding may apply if a U.S. Holder fails to provide an accurate taxpayer identification number or is otherwise subject to backup withholding[446] - Backup withholding is not an additional tax; amounts withheld can be credited against federal income tax liability[447] F. Dividends and Paying Agents Information regarding dividends and paying agents is not applicable - This item is marked as 'Not applicable'[447] G. Statement by Experts Information regarding statements by experts is not applicable - This item is marked as 'Not applicable'[448] H. Documents on Display Gogoro files SEC reports as a foreign private issuer, accessible online and via hardcopy request - Gogoro is subject to SEC periodic reporting requirements as a foreign private issuer and files reports, including annual reports on Form 20-F[448] - All filed information is accessible through the SEC's website (www.sec.gov)[448](index=448&type=chunk) - The annual report on Form 20-F is posted on Gogoro's website (www.gogoro.com), and hardcopies are provided free of charge to shareholders upon request[449] I. Subsidiary Information Information regarding subsidiary information is not applicable - This item is marked as 'Not applicable'[449] [Item 11. Quantitative and Qualitative Disclosures About Market Risk](index=72&type=section&id=Item%2011.%20Quantitative%20and%20Qualit