Gogoro Announces Director Undertaking to Procure Equity Investments

Rhea-AI Summary

Gogoro (Nasdaq: GGR), a battery swapping technology company, announced that director Yin Chung Yao has agreed to provide an undertaking to lenders led by Mega International Commercial Bank. The undertaking commits to procuring equity investments of NTD$2,500 million in Gogoro by December 31, 2026.

The undertaking aims to facilitate discussions about a potential amendment to Gogoro's existing syndicated credit facility, which includes a 5-year term loan of NT$10,700,000,000. The equity investments would be based on prevailing market prices and require approval from the audit committee and board of directors.

Positive

• None.

Negative

• Additional equity investments may lead to shareholder dilution
• Uncertainty in finalizing loan facility amendments
• Company seeking loan amendments suggests potential financial constraints

Insights

Corporate Finance Specialist

Gogoro's director pledges to secure NTD$2.5B in equity investments by 2026 to facilitate loan amendment discussions.

Gogoro's announcement reveals a significant capital structure development that warrants careful analysis. Mr. Yin Chung Yao, a director and affiliate of the company's largest shareholder, has issued an undertaking to procure NTD$2,500 million in equity investments by December 31, 2026. This undertaking wasn't spontaneous—it was provided at Gogoro's request to facilitate discussions with lenders about potentially amending their substantial NT$10,700,000,000 syndicated credit facility.

The structure of this arrangement contains several important nuances. This isn't an immediate capital injection but rather a commitment to secure investments over the next two years. Any eventual investments would be made at prevailing market prices at the time, suggesting potential dilution for existing shareholders depending on future share performance. The company has emphasized that both the loan amendments and equity investments remain subject to further negotiation, definitive agreements, and appropriate governance approvals.

This type of arrangement typically indicates active liability management by the company. While the press release doesn't specify why Gogoro is seeking amendments to its loan facility, such discussions often relate to covenant adjustments, maturity extensions, or other modifications to provide financial flexibility. The willingness of a major shareholder to commit to substantial future equity support can be viewed as a vote of confidence, but also signals that the company anticipates needing additional capital to support its operations or satisfy lender requirements.

The extended timeline through 2026 provides significant implementation flexibility but also creates a prolonged period of uncertainty regarding the company's capital structure. Investors should recognize that while this arrangement creates a potential pathway for future financing, the multiple contingencies and approvals required mean outcomes remain fluid.

TAIPEI, Sept. 16, 2025 /PRNewswire/ -- Gogoro Inc. ("Gogoro," "the Company" or "We") (Nasdaq: GGR), a global technology leader in battery swapping ecosystems that enable sustainable mobility solutions for cities, today announced that, at the request of the Company, Mr. Yin Chung Yao ("Mr. Yin"), a director of the Company and an affiliate of the Company's largest shareholder, agreed to issue an undertaking to the lenders (the "Lenders") led by Mega International Commercial Bank Co., Ltd. ("Mega") that he will procure equity investments in the Company with an aggregate investment amount of NTD$2,500 million by December 31, 2026 (the "Undertaking"). The Company expects such equity investments to be made based on prevailing market price of the Company's ordinary shares at the time of the investments subject to approval by the audit committee and the board of directors of the Company as applicable.

The Company has been in discussion with the Lenders about a potential further amendment (the "Potential Amendment") to the syndicated credit facility agreement with Mega, as the mandated lead arranger, and the other Lenders pursuant to which Gogoro Network, Taiwan Branch was provided a 5-year term loan in the amount of NT$10,700,000,000 (the "Loan Facility"). The Undertaking was provided to facilitate discussions about the Potential Amendment.

The Company would like to note that there can be no assurance of any amendments to the Loan Facility or any equity investments in the Company to be procured by Mr. Yin.  Any amendments to the Loan Facility or any equity investments in the Company are subject to further negotiation and execution of definitive agreements or transaction documents between the relevant parties and the Company and will be subject to approval by the audit committee and the board of directors of the Company as applicable.

About Gogoro

Founded in 2011 to rethink urban energy and inspire the world to move through cities in smarter and more sustainable ways, Gogoro leverages the power of innovation to change the way urban energy is distributed and consumed. Recognized by Fortune as a "Change the World 2024" company; Fast Company as "Asia-Pacific's Most Innovative Company of 2024"; Frost & Sullivan as the "2024 Global Company of the Year for battery swapping for electric two-wheel vehicles"; and, MIT Technology Review as one of "15 Climate Tech Companies to Watch" in 2024, Gogoro's battery swapping and vehicle platforms offer a smart, proven, and sustainable long-term ecosystem for delivering a new approach to urban mobility. Gogoro has quickly become an innovation leader in vehicle design and electric propulsion, smart battery design, battery swapping, and advanced cloud services that utilize artificial intelligence to manage battery charging and availability. The challenge is massive, but the opportunity to disrupt the status quo, establish new standards, and achieve new levels of sustainable transportation growth in densely populated cities is even greater. For more information, visit www.gogoro.com/news and follow Gogoro on Twitter: @wearegogoro.

Forward-Looking Statements

This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally relate to future events or Gogoro's future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as "may," "will," "should," "expects," "plans," "anticipates," "going to," "could," "intends," "target," "projects," "contemplates," "believes," "estimates," "predicts," "potential" or "continue" or the negative of these words or other similar terms or expressions that concern Gogoro's expectations, strategy, priorities, plans or intentions. Forward-looking statements in this communication include, but are not limited to, statements relating to the Undertaking.

Gogoro's expectations and beliefs regarding these matters may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those projected, including risks related to macroeconomic factors including inflation and consumer confidence, risks related to the Taiwan scooter market, risks related to political tensions, Gogoro's ability to effectively manage its growth, Gogoro's ability to launch and ramp up the production of its products and control its manufacturing costs and manage its supply chain issues, Gogoro's risks related to ability to expand its sales and marketing abilities, Gogoro's ability to expand effectively into new markets, foreign exchange fluctuations, Gogoro's ability to develop and maintain relationships with its partners, risks related to probable defects of Gogoro's products and services and product recalls, regulatory risks and Gogoro's risks related to strategic collaborations, risks related to the Taiwan market, India market, Philippines market and other international markets, alliances or joint ventures including Gogoro's ability to enter into and execute its plans related to strategic collaborations, alliances or joint ventures in order for such strategic collaborations, alliances or joint ventures to be successful and generate revenue, the ability of Gogoro to be successful in the B2B market, risks related to Gogoro's ability to achieve operational efficiencies, Gogoro's ability to raise additional capital, the risks related to the need for Gogoro to invest more capital in strategic collaborations, alliances or joint ventures, risks relating to the impact of foreign exchange and the risk of Gogoro having to adjust the accounting treatment associated with its joint ventures. The forward-looking statements contained in this communication are also subject to other risks and uncertainties, including those more fully described in Gogoro's filings with the Securities and Exchange Commission ("SEC"), including in Gogoro's Form 20-F for the year ended December 31, 2024, which was filed on March 31, 2025 and in its subsequent filings with the SEC, copies of which are available on the SEC's website at www.sec.gov. The forward-looking statements in this communication are based on information available to Gogoro as of the date hereof, and Gogoro disclaims any obligation to update any forward-looking statements, except as required by law.

 

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SOURCE Gogoro

FAQ

What is the size of the equity investment commitment for Gogoro (GGR)?

Director Yin Chung Yao has committed to procuring NTD$2,500 million in equity investments for Gogoro by December 31, 2026.

What is the purpose of Gogoro's (GGR) equity investment undertaking?

The undertaking aims to facilitate discussions about a potential amendment to Gogoro's existing NT$10.7 billion syndicated credit facility with lenders led by Mega International Commercial Bank.

When is the deadline for Gogoro's (GGR) promised equity investments?

The equity investments must be procured by December 31, 2026, according to the undertaking.

Who provided the undertaking for Gogoro's (GGR) equity investments?

Mr. Yin Chung Yao, a director of Gogoro and an affiliate of the company's largest shareholder, provided the undertaking.

Is Gogoro's (GGR) equity investment deal finalized?

No, the investment is not finalized. It requires further negotiation, execution of definitive agreements, and approval from the audit committee and board of directors.