Gogoro (GGR) relaxes loan covenants and secures NT$2.5B equity commitment

Rhea-AI Filing Summary

Gogoro Inc. amended its syndicated credit facility to make its main Taiwan loan more flexible and better aligned with current operations. The original 5-year term loan was for NT$10,700,000,000 (~US$345 million), with NT$8,334 million (~US$265 million) outstanding as of December 31, 2025.

The amendment removes or relaxes certain undertakings and financial covenants and changes how the borrower must provide financial and other information to the lenders. In connection with this, director Yin Chung Yao committed to procure equity investments in Gogoro totaling NT$2,500 million by December 31, 2026, and Gogoro agreed that at least NT$1,500 million of this amount will be injected into the borrowing entity.

Positive

• Loan covenant relief and flexibility: The amendment removes and relaxes certain undertakings and financial covenants and adjusts information obligations, giving the borrower more operational flexibility under the syndicated credit facility.
• Substantial equity commitment: Director Yin Chung Yao committed to procure NT$2,500 million of equity investments by December 31, 2026, with at least NT$1,500 million to be injected into the borrowing entity, strengthening support for the loan.

Negative

• None.

Insights

Credit and capital structure analyst

Amended loan terms and sizable equity support strengthen Gogoro’s capital structure.

The amendment to Gogoro’s NT$10,700,000,000 syndicated term loan eases undertakings and financial covenants and adjusts information requirements. This typically provides more operational room for the borrower while maintaining the existing lending relationship, with NT$8,334 million outstanding as of December 31, 2025.

Crucially, director Yin Chung Yao has committed to procure NT$2,500 million in equity investments by December 31, 2026, with at least NT$1,500 million to be injected into the borrowing entity. This adds a significant equity backstop relative to the outstanding debt and can bolster lender confidence. Future company disclosures can clarify the pace and structure of these equity inflows.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K 

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 

under the Securities Exchange Act of 1934

For the month of March 2026

Commission File Number: 001-41327 

GOGORO INC.

11F, Building C,

No. 225, Section 2, Chang’an E. Rd.

SongShan District, Taipei City 105

Taiwan

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F  ☒    Form 40-F  ☐

Explanatory Note

Second Supplemental Agreement to the Syndicated Credit Facility Agreement

On March 4, 2026, 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 execution of an amendment (“Amendment”) to the syndicated credit facility agreement (“Loan Facility”) with Mega International Commercial Bank Co., Ltd. (“Mega”), as the mandated lead arranger, and the other lenders (collectively, the “Lenders”). The Loan Facility was entered into by and between Gogoro Network, Taiwan Branch ("Borrower"), a branch office of Gogoro Network, which is a wholly owned subsidiary of Gogoro and Gogoro in its capacity as guarantor, and the Lenders on September 28, 2022, for a 5-year term loan in an amount of NT$10,700,000,000 (~US$345 million); the outstanding principal amount as of December 31, 2025, was NT$8,334 million (~US$265 million).

To provide more flexibility for the Company’s operations and reduce uncertainties relating to the Loan Facility, the Amendment removed and relaxed certain undertakings and financial covenants provided by the Borrower under the Loan Facility and modified the Borrower’s obligations to provide financial and other information to the Lenders, among others. Upon execution of the Amendment, Mr. Yin Chung Yao, a director of the Company, provided the undertaking (as previously announced by the Company on September 16, 2025) to the Lenders pursuant to which Mr. Yin committed to procuring equity investments in the Company with an aggregate investment amount of NT$2,500 million by December 31, 2026, and the Company provided a separate undertaking to confirm that no less than NT$1,500 million of such equity investment amount will be injected into the Borrower.

Incorporation by Reference

Exhibit 10.1 to this Form 6-K shall be deemed to be filed with the Securities and Exchange Commission and incorporated by reference into the Company’s registration statements on Form F-3 (File Nos. 333-264619 and 333-281734), and shall be a part thereof, to the extent not superseded by documents or reports subsequently filed or furnished.

EXHIBITS INDEX

Exhibit Number						Exhibit Title
10.1						Second Supplemental Agreement to the Syndicated Credit Facility Agreement, dated March 6, 2026

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Gogoro Inc.

Date: March 6, 2026

/s/ Bruce Morrison Aitken

Bruce Morrison Aitken

Chief Financial Officer

FAQ

What did Gogoro Inc. (GGR) change in its syndicated credit facility?

Gogoro amended its syndicated credit facility to remove and relax certain undertakings and financial covenants and modify information-provision obligations. This change is intended to provide more flexibility for the company’s operations while keeping the existing NT$10,700,000,000 term loan structure in place.

How large is Gogoro’s syndicated term loan and what remains outstanding?

Gogoro’s syndicated credit facility is a 5-year term loan of NT$10,700,000,000, approximately US$345 million. The outstanding principal was NT$8,334 million, about US$265 million, as of December 31, 2025, illustrating a still sizable debt balance under the facility.

What equity investment commitment is linked to Gogoro’s loan amendment?

Upon executing the amendment, director Yin Chung Yao committed to procuring equity investments in Gogoro totaling NT$2,500 million by December 31, 2026. This commitment is designed to bring significant new equity capital into the company over the specified period.

How much of the new equity must be injected into Gogoro’s borrowing entity?

Gogoro undertook that no less than NT$1,500 million of the NT$2,500 million equity investment commitment will be injected into the borrowing entity, Gogoro Network, Taiwan Branch. This directly supports the subsidiary that is party to the syndicated credit facility.

Who are the lenders in Gogoro’s syndicated credit facility?

The facility’s mandated lead arranger is Mega International Commercial Bank Co., Ltd., acting alongside other lenders collectively referred to as the Lenders. These institutions provide the NT$10,700,000,000 syndicated term loan that supports Gogoro Network, Taiwan Branch, with Gogoro as guarantor.

When was Gogoro’s original syndicated loan facility established?

The syndicated credit facility was entered into on September 28, 2022, as a 5-year term loan arrangement. It involves Gogoro Network, Taiwan Branch as the borrower and Gogoro Inc. as guarantor, with Mega International Commercial Bank and other lenders providing the funding.

Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 EX-10.1 35.1 KB