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
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              2021      Inc.
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         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
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         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
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         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
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              2021      Inc.
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         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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              2021      Inc.
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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 Engagements in connection with the Business Combination and Related
Transactions,
page 100

33.      Please revise the disclosure to quantify the aggregate fees payable to
each underwriter that
         are contingent on completion of the business combination. Also
disclose the fees payable
         in connection with the PIPE transaction.
Gogoro's Business, page 123

34.      Please provide support for the statement that Gogoro produces
hyper-efficient motors.
         Also clarify what you mean by "hyper-efficient." It is unclear to what
type of motor you
         are comparing your product.
Global Manufacturing, page 139

35.      Please revise to clarify the nature of your relationship with Foxconn
and the OEM's
         referenced in the following paragraph. From your current disclosure
regarding
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         "partnership" and "partnering," it is unclear what are the respective
rights and obligations
         of each party or whether a written agreement governs the relationship.
Please also file
         material agreements as exhibits.
Gogoro's Management's Discussion and Analysis of Financial Condition and
Results of
Operations
Liquidity and Capital Resources, page 162

36.      Please quantify and more fully disclose and discuss your short and
long term liquidity
         requirements and priorities, including potential changes in your
priorities based on the
         impact of changes in the amount of cash available to the post-merger
company due to the
         amount of cash redemptions by shareholders.
37.      You disclose on page 46 that you are a holding company and you depend
on your
         subsidiaries for cash to satisfy your liquidity requirements,
including future dividend
         payments, if any. You also indicate that the ability of your
subsidiaries to make payments
         to you may be restricted. Please tell us what consideration you gave
to the need for parent
         only financial statements pursuant to Rules 5-04 and 12-04 of
Regulation S-X.
Cash Flow Summary
Cash Flows from Operating Activities, page 163

38.      Please provide a more robust analysis of the changes in cash flows
generated from (used
         in) operating activities. Your analysis should quantify all factors
cited and address the
         material drivers underlying those factors. Please note that merely
citing changes in
         working capital items and other items identified in the statement of
cash flows may not
         provide a sufficient basis to understand how and why operating cash
between comparative
         periods changed. Refer to Section IV.B of SEC Release 33-8350
Unaudited Pro Forma Condensed Combined Financial Information
Unaudited Pro Forma Condensed Combined Balance Sheet, page 174

39.      Please revise to also disclose pro forma common stock issued and
outstanding on the face
         of the pro forma balance sheet.
40.      Please reconcile the number of shares held by Gogoro shareholders in
the tabular
         disclosure on page 179 to the amounts disclosed in Note (F) on page
182.

41.      Please tell us your consideration to include the proceeds from the
PIPE financing in the
         pro forma balance sheet.
Unaudited Pro Forma Condensed Combined Statement of Comprehensive Income, page
176

42.      There does not appear to be a corresponding footnote to adjustment
Note (2). Please
         revise.
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              2021      Inc.
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43.      Please reconcile the weighted average shares outstanding for Gogoro
disclosed on pages
         176 and 177 to the amounts disclosed in Note 5 on page 184.


Note 1 - Description of the Business Combination, page 178

44.      Please revise your discussion on page 179 to clarify that both
scenarios also assume the
         settlement of all redeemable preferred shares issued by Gogoro upon
closing.
Note 4 - Adjustments to Unaudited Pro Forma Condensed Combined Financial
Information,
page 182

45.      Refer to Notes (G), (M) and Note (FF) on pages183 and 184. Please
address the
         following:
             Disclose the specific terms and conditions associated with the
Earnout shares issuable
              to eligible employee equity holders;
             Disclose the basis for reflecting the share-expense related to
Earnout shares
              attributable to employee equity holders as an increase of cash on
the pro forma
              balance sheet;
             More fully disclose the accounting for all Earnout shares,
including shares issuable to
              employees and non-employee equity holders, including how you
estimated the fair
              value of Earnout shares;
             Disclose the amount of any additional unrecognized compensation
expenses related
              to the Earnout shares and the time periods when the expenses will
be recorded; and
             Provide a sensitivity analysis that quantifies the potential
impact that a change in the
              per share market price of the post combination company could have
on the
              estimated fair value of the shares and on the pro forma financial
statements.
46.      Refer to Note (L) on page 183. It is not clear why the listing expense
that increased
         accumulated loss was also added back to capital surplus. Please
advise.
47.      Refer to Notes (N) and (AA) on page 183. It is not clear to us what
this adjustment relates
         to or where this transaction is disclosed and discussed in the filing.
Please more fully
         disclose and discuss the terms of the restricted stocks granted prior
to the closing for
         which the performance condition is deemed to be satisfied upon the
closing.
Note 6 - Pro Forma Share and Earnings Per Share Information, page 184

48.      Please revise to quantify all potentially dilutive shares including
outstanding options,
         warrants and Earnout shares that are excluded from the calculations of
historical and pro
         forma net loss per share.
Administrative Services Agreement, page 201

49.      Considering the fee you disclose is $10,000 per month and the
agreement commenced in
         January 2021, please clarify how the fees incurred as of June 30, 2021
(i.e., six months
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         later) was more than $680,000.
Taxation, page 202

50.      We note the disclosure that there are significant factual and legal
uncertainties as to
         whether the business combination will qualify as a reorganization
within the meaning of
         Section 368(a) of the Code. Counsel may provide an opinion subject to
uncertainty, such
         as a "should" or "more likely than not" opinion, provided that it
explains why it cannot
         give a "will" opinion, the degree of uncertainty and any related risks
to investors. Also, if
         counsel is providing a short-form opinion, the prospectus must
identify counsel and both
         the disclosure and the opinion must state that the disclosure
represents counsel's opinion.
Description of GOGORO's Share Capital and Articles of Association, page 212

51.      Please describe the material terms of the public warrants and
highlight the material risks
         to public warrant holders, including those arising from differences
between private and
         public warrants. Please clarify whether recent common stock trading
prices exceed the
         threshold that would allow the company to redeem public warrants.
Clearly explain the
         steps, if any, you will take to notify all shareholders, including
beneficial owners,
         regarding when the warrants become eligible for redemption.
Forum Selection Provision, page 229

52.      Please add a risk factor relating to this exclusive forum provision
and a separate risk factor
         related to Section 9.3 of Exhibit 4.7. Please revise your disclosure
to describe the risks to
         investors from each provision, such as increased costs to bring a
claim and that these
         provisions can discourage claims or limit investors    ability to
bring a claim in a judicial
         forum that they find favorable. Also describe whether there is
uncertainty as to whether a
         court would enforce such provision and disclose that investors cannot
waive compliance
         with the federal securities laws and the rules and regulations
thereunder. Finally, with
         respect to Exhibit 4.7, ensure your disclosure explains whether the
provision applies to
         claims under the Securities Act and Exchange Act.
Gogoro Inc and Subsidiaries
Consolidated Balance Sheets, page F-41

53.      Please remove the June 30, 2020 column from the June 30, 2021 balance
sheet.
Note 19 - Equity, page F-59

54.      We note from your disclosure on page 183 that you have granted
restricted stock in
         September 2021. Please provide us with and disclose a breakdown of all
equity awards
         granted to date in 2021, including the fair value of the underling
common stock used to
         value such awards. Please also expand your critical accounting policy
discussion to fully
         disclose your valuation assumptions and methodology.
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FirstName
Gogoro Inc.LastNameBruce Aitken
Comapany15,
December   NameGogoro
              2021    Inc.
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Note 31 - Significant Events after the Reporting Period, page F-69

55.      Please revise to disclose the date when the financial statements were
authorized for issue
         and who gave that authorization. Refer to paragraph 17 of IAS 10. The
same comment
         also applies to Note 31 on page F-39.
Poema Global Holding Corp
Condensed Balance Sheets, page F-85

56.      We note from the September 30, 2021 10-Q Poema Global filed on
November 17, 2021,
         you revised your previously reported financial statements in the
September 30, 2021 10-Q
         to correct errors related to a portion of the ordinary shares subject
to possible redemption
         that had previously been classified as permanent equity. Please tell
us how you considered
         discussing the errors in the Form F-4. Provide us with your full
materiality analysis and
         tell us your consideration of amending your March 31, 2021 and June
30, 2021 10-Q as
         well as filing an item 4.02 8-K regarding non-reliance on previously
issued financial
         statements. In addition, tell us your consideration of this matter in
your evaluation of
         disclosure control and procedures as of March 31, 2021, June 30, 2021
and September 30,
         2021.
Note 9 - Subsequent Events, page F-100

57.      We note that you evaluated subsequent events from the balance sheet
date through the
         date the financial statement were issued. Please revise to also
disclose the actual date
         through which subsequent events have been evaluated. Refer to ASC
855-10-50-1.
Exhibits

58.      We note your 2019 Term Loan and January 2021 loan agreement with Mega
Bank. Please
         file these agreements as exhibits to the registration statement or
tell us why you believe
         you are not required to do so. Please also file as an exhibit your
2021 Equity Incentive
         Plan.
59.      Please file your material lease agreements as exhibits to your
registration statement, if
         applicable, or tell us why you believe you are not required to do so.
General

60.      We note that certain shareholders agreed to waive their redemption
rights. Please describe
         any consideration provided in exchange for this agreement.
61.      Disclose the material risks to unaffiliated investors presented by
taking the
         company public through a merger rather than an underwritten offering.
These risks could
         include the absence of due diligence conducted by an underwriter that
would be subject to
         liability for any material misstatements or omissions in a
registration statement.
62.      Revise your disclosure to show the potential impact of redemptions on
the per share
 Bruce Aitken
Gogoro Inc.
December 15, 2021
Page 11
      value of the shares owned by non-redeeming shareholders by including a
sensitivity
      analysis showing a range of redemption scenarios, including minimum,
maximum and
      interim redemption levels.
63.   Please revise to disclose all possible sources and extent of dilution
that shareholders
      who elect not to redeem their shares may experience in connection with
the
      business combination. Provide disclosure of the impact of each
significant source of
      dilution, including the amount of equity held by founders, convertible
securities, including
      warrants retained by redeeming shareholders, at each of the minimum,
maximum and
      interim redemption levels detailed in your sensitivity analysis,
including any needed
      assumptions.
64.   Please revise to quantify the value of warrants, based on recent trading
prices, that may be
      retained by redeeming stockholders at each of the minimum, maximum and
      interim redemption levels in your sensitivity analysis and identify any
material resulting
      risks.
65.   It appears that the underwriting fees remain constant and are not
adjusted based on
      redemptions. Revise your disclosure to show the effective underwriting
fee on a
      percentage basis for shares at each of the minimum, maximum and interim
redemption
      level in your sensitivity analysis.
        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 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 Evan Ewing at 202-551-5920 or Geoffrey Kruczek at 202-551-3641 with any
other
questions.



                                                            Sincerely,
FirstName LastNameBruce Aitken
                                                            Division of
Corporation Finance
Comapany NameGogoro Inc.
                                                            Office of
Manufacturing
December 15, 2021 Page 11
cc:       Mark Baudler
FirstName LastName