Yin becomes majority holder of Gogoro Inc. (NASDAQ: GGR) with 51.41%

Rhea-AI Filing Summary

Gogoro Inc. has updated its major shareholder disclosures. Gold Sino Assets Limited beneficially owns 10,103,591 ordinary shares, including 9,561,657 shares and 541,934 shares issuable under a warrant, representing 49.01% of Gogoro’s ordinary shares based on 20,615,517 shares outstanding plus the warrant shares.

Director Chung Yao Yin is now a majority beneficial owner. Through inherited and assigned interests in Gold Sino and a majority interest in Peng-Lin Investment Co., Ltd., he may be deemed to beneficially own 10,598,129 ordinary shares, or 51.41% of the class. At lenders’ request, Mr. Yin has undertaken to procure equity investments in Gogoro totaling NTD$2,500 million by December 31, 2026; the first such investment was a March 12, 2026 issuance of 5,300,000 shares to Gold Sino for approximately US$16.7 million. Any additional equity investments under this undertaking remain subject to negotiation, corporate approvals and may not occur.

Key Figures

Gold Sino beneficial shares: 10,103,591 Ordinary Shares Gold Sino ownership percentage: 49.01 % Chung Yao Yin beneficial shares: 10,598,129 Ordinary Shares +5 more

8 metrics

Gold Sino beneficial shares 10,103,591 Ordinary Shares Beneficially owned by Gold Sino, including 9,561,657 shares and 541,934 warrant shares.

Gold Sino ownership percentage 49.01 % Percent of Gogoro ordinary shares represented by Gold Sino’s beneficial holdings.

Chung Yao Yin beneficial shares 10,598,129 Ordinary Shares Beneficially owned by Mr. Yin via Gold Sino, Peng-Lin and the warrant.

Yin ownership percentage 51.41 % Percent of Gogoro ordinary shares beneficially owned by Mr. Yin.

Shares outstanding baseline 20,615,517 Ordinary Shares Ordinary shares issued and outstanding used to calculate ownership percentages.

New shares issued to Gold Sino 5,300,000 Ordinary Shares Shares issued under the March 12, 2026 share purchase agreement as a new equity investment.

Subscription price approximately US$16.7 million Aggregate subscription price paid by Gold Sino for 5,300,000 new shares.

Equity investment Undertaking NTD$2,500 million Aggregate equity investment amount Mr. Yin undertook to procure by December 31, 2026.

Key Terms

beneficial ownership, dispositive power, syndicated credit facility, tender offer, +2 more

6 terms

beneficial ownership financial

"The percentage of the class of securities beneficially owned by such reporting person"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

dispositive power financial

"may be deemed to have voting and dispositive power over all the shares"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

syndicated credit facility financial

"a potential further amendment to the syndicated credit facility agreement with Mega"

A syndicated credit facility is a large loan provided to a company by multiple lenders working together, rather than just one. It’s like a group of friends pooling their money to lend to someone, making it easier and safer for everyone involved. This arrangement helps companies access bigger amounts of money quickly when they need it.

tender offer financial

"undertake an extraordinary corporate transaction such as a tender offer or exchange offer"

A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.

1-for-20 share consolidation financial

"as adjusted upon the completion of the 1-for-20 share consolidation as reported"

joint filing agreement regulatory

"The Reporting Persons have entered into a joint filing agreement dated July 14, 2026"

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Available on EDGAR 07/14/2026 - 06:04 AM Accepted by SEC EDGAR 07/14/2026 - 06:01 AM Learn about SEC filing dates

FAQ

What stake does Gold Sino Assets Limited hold in Gogoro Inc. (GGR) after this amendment?

Gold Sino Assets Limited beneficially owns 10,103,591 Gogoro ordinary shares, representing 49.01% of the class. This includes 9,561,657 shares already held plus 541,934 shares issuable upon exercise of a warrant referenced in the share and warrant purchase agreement.

How many Gogoro Inc. (GGR) shares does Chung Yao Yin now beneficially own, and what percentage is that?

Chung Yao Yin may be deemed to beneficially own 10,598,129 Gogoro ordinary shares, or 51.41% of the class. His interest comes through Gold Sino, Peng-Lin Investment Co., Ltd., and warrant shares, reflecting inheritance and an assignment of Gold Sino shares from his mother.

What is the NTD$2,500 million equity investment Undertaking related to Gogoro Inc. (GGR)?

Mr. Yin issued an Undertaking to lenders to procure up to NTD$2,500 million of equity investments in Gogoro by December 31, 2026. It was provided to facilitate discussions on amending a syndicated credit facility and any further investments remain subject to negotiation and approvals.

What new equity investment in Gogoro Inc. (GGR) was completed on March 12, 2026?

On March 12, 2026, Gogoro issued 5,300,000 ordinary shares to Gold Sino for an aggregate subscription price of approximately US$16.7 million. This issuance, under a share purchase agreement, was announced as the first equity investment secured by Mr. Yin under the Undertaking.

How did Mr. Chung Yao Yin’s beneficial ownership in Gogoro Inc. (GGR) change without directly buying shares?

Following his father’s death, Mr. Yin, his mother and another successor each became entitled to one-third of certain Gold Sino shares. On June 22, 2026, his mother assigned her one-third entitlement to him, and he also controls Peng-Lin, increasing his beneficial ownership in Gogoro.

Are further equity investments in Gogoro Inc. (GGR) under the Undertaking guaranteed to occur?

No, further equity investments under the NTD$2,500 million Undertaking are not assured. Any additional investments depend on future negotiations, execution of definitive agreements, and approval by Gogoro’s audit committee and board of directors, and may ultimately not be procured or completed.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Gogoro Inc.

(Name of Issuer)

Ordinary shares, par value $0.002 per share

(Title of Class of Securities)

G9491K139

(CUSIP Number)

Gold Sino Assets Limited
Vistra Corporate Services Centre, Ground Floor, NPF Building, Beach Road
Apia, Y0, Ext 5501
886-2-8161-9888

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/22/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): G9491K139

1

Name of reporting person

Gold Sino Assets Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

SAMOA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 10,103,591.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 10,103,591.00

11

Aggregate amount beneficially owned by each reporting person

10,103,591.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

49.01 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Rows 8, 10 and 11 - Represents (i) 9,561,657 ordinary shares of the Issuer, par value US$0.002 per share ("Ordinary Shares") held by Gold Sino Assets Limited ("Gold Sino") as of the date hereof, and (ii) 541,934 Ordinary Shares issuable as of the date hereof upon the exercise of the warrant issued to Gold Sino pursuant to a share and warrant purchase agreement, dated as of May 31, 2024 by and between the Issuer and Gold Sino (the "Warrant"), as adjusted upon the completion of the 1-for-20 share consolidation as reported in the Issuer's Form 6-K filed on September 16, 2025. Each Ordinary Share is entitled to one (1) vote per share. Row 13 - The percentage of the class of securities beneficially owned by such reporting person is calculated based on 20,615,517 Ordinary Shares, issued and outstanding as of the date hereof, plus issuable shares upon exercise of the Warrant, as determined based on the information provided by the Issuer and assuming upon the exercise of the Warrant.

SCHEDULE 13D

CUSIP Number(s): G9491K139

1

Name of reporting person

CHUNG YAO YIN

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

TAIWAN

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 10,598,129.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 10,598,129.00

11

Aggregate amount beneficially owned by each reporting person

10,598,129.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

51.41 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Rows 8, 10 and 11 - Represents (i) 9,561,657 Ordinary Shares held by Gold Sino as of the date hereof, (ii) 541,934 Ordinary Shares issuable upon the exercise of the Warrant held by Gold Sino as of the date hereof, and (iii) 494,538 Ordinary Shares held by Peng-Lin Investment Co., Ltd. ("Peng-Lin"). Each Ordinary Share is entitled to one (1) vote per share. Following the death of Mr. Chung Yao Yin's father, Mr. Yin, his mother and another successor became entitled under the laws of descent and distribution to one-third each of the Gold Sino shares formerly held by his father. On June 22, 2026, Mr. Yin's mother agreed to assign her entitlement to one-third of the Gold Sino shares to Mr. Yin. In addition, Mr. Yin holds a majority equity interest in and has control over Peng-Lin. As a result of the foregoing, Mr. Yin may be deemed to have voting and dispositive power over all the shares held by Gold Sino and Peng-Lin. Row 13 - The percentage of the class of securities beneficially owned by such reporting person is calculated based on 20,615,517 Ordinary Shares, issued and outstanding as of the date hereof, plus issuable shares upon exercise of the Warrant, as determined based on the information provided by the Issuer and assuming upon the exercise of the Warrant.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary shares, par value $0.002 per share
(b)	Name of Issuer: Gogoro Inc.
(c)	Address of Issuer's Principal Executive Offices: 11F, Building C, No. 225, Section 2, Chang'an E. Rd., SongShan district, Taipei, TAIWAN , 105.
Item 1 Comment: This Amendment No. 3 to Schedule 13D (this "Amendment") hereby amends the initial Schedule 13D filed with the U.S. Securities and Exchange Commission (the "Commission" or "SEC") on April 14, 2022, as amended by Amendment No. 1 thereto filed with the SEC on June 5, 2024 and Amendment No. 2 thereto filed with the SEC on March 12, 2026 (as so amended, the "Schedule 13D"), on behalf of (i) Gold Sino Assets Limited, a Samoa company ("Gold Sino"), and (ii) Mr. Chung Yao Yin, a citizen of Taiwan ("Mr. Yin" and together with Gold Sino, collectively, the "Reporting Persons" and each, a "Reporting Person"). This Amendment represents an initial Schedule 13D filing for Mr. Yin. Except as amended and supplemented herein, the information set forth in the Schedule 13D remains unchanged, and capitalized terms used but not defined herein have the meanings assigned thereto in the Schedule 13D. The Issuer's ordinary shares are listed on the Nasdaq Global Select Market under the symbol "GGR".
Item 2.	Identity and Background
(a)	Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows: The Schedule 13D is being jointly filed by (i) Gold Sino Assets Limited, a Samoa company, and (ii) Mr. Chung Yao Yin, a citizen of Taiwan. Following the death of Mr. Yin's father, Mr. Yin, his mother, and another successor became entitled under the laws of descent and distribution to one-third each of the Gold Sino shares formerly held by his father. On June 22, 2026, Mr. Yin's mother agreed to assign her entitlement to one-third of the Gold Sino shares to Mr. Yin. As a result of the foregoing, Mr. Yin may be deemed to have voting and dispositive power over the shares held by Gold Sino. Yang Wen Chun is a citizen of Taiwan and the sole director of Gold Sino ("Ms. Yang"). Ms. Yang does not have or share any voting power or investment power with respect to the securities being reported on the Schedule 13D. The Reporting Persons have entered into a joint filing agreement dated July 14, 2026, a copy of which is attached hereto as Exhibit 99.1.
(b)	The address for the principal business office of Gold Sino is: Vistra Corporate Services Centre Ground Floor NPF Building Beach Road, Apia, Samoa The address for the principal business office of Mr. Yin is: 11F, Building C, No. 225, Section 2, Chang'an E. Rd., SongShan District, Taipei City, Taiwan
(c)	The principal business of Gold Sino is as a holding company of its passive investment. It does not conduct any other businesses. Gold Sino holds or owns various types of assets including shares of listed companies such as the Issuer and private equity. Mr. Yin is a director of the Issuer, the chairman of Nan Shan Life Insurance Company, Ltd. and, based on the entitlement and assignment arrangement described in Item 2(a), may be deemed to have voting and dispositive power over the shares held by Gold Sino.
(d)	Each of the Reporting Persons has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	Each of the Reporting Persons has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, and as a result of such proceeding was or is subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	See Item 2(a) above.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Schedule 13D is hereby amended by adding the following paragraphs: Following the death of Mr. Yin's father, Mr. Yin, his mother, and another successor became entitled under the laws of descent and distribution to one-third each of the Gold Sino shares formerly held by his father. On June 22, 2026, Mr. Yin's mother agreed to assign her entitlement to one-third of the Gold Sino shares to Mr. Yin. No Ordinary Shares were directly acquired by Mr. Yin in connection with such events. The change in beneficial ownership results from the entitlement and assignment arrangement described herein. The information set forth in or incorporated by reference into Items 2, 4, 5 and 6 of this Schedule 13D is hereby incorporated by reference in its entirety into this Item 3.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended by adding the following paragraphs: On September 16, 2025, the Issuer announced that, at the request of the Issuer, Mr. Yin agreed to issue an undertaking to the lenders led by Mega International Commercial Bank Co., Ltd. ("Mega") that he will procure equity investments in the Issuer with an aggregate investment amount of NTD$2,500 million by December 31, 2026 (the "Undertaking"). The Undertaking was provided to facilitate discussions regarding a potential further amendment to the syndicated credit facility agreement with Mega, as mandated lead arranger, and the other lenders. Such equity investments are expected to be made based on the prevailing market price of the Issuer's Ordinary Shares at the time of the investments, subject to approval by the audit committee and the board of directors of the Issuer as applicable. On March 12, 2026, the Issuer announced the new equity investment under the share purchase agreement, comprising the issuance of 5,300,000 Ordinary Shares to Gold Sino for an aggregate subscription price of approximately US$16.7 million. As announced by the Issuer, the new equity investment was the first equity investment secured by Mr. Yin pursuant to the Undertaking. Gold Sino acquired the purchased shares for investment purposes. To the extent Mr. Yin procures further equity investments in the Issuer in satisfaction of the Undertaking, such investments may result in the acquisition of additional securities of the Issuer, including by Gold Sino or its affiliates, and a corresponding change in the Issuer's capitalization. As noted in the Issuer's announcements, any such equity investments remain subject to further negotiation, the execution of definitive agreements and approval by the audit committee and the board of directors of the Issuer as applicable, and there can be no assurance that any such equity investments will be procured or completed. The Reporting Persons intend to review their respective investment on a regular basis and, as a result thereof, may at any time or from time to time determine, either alone or as part of a group, (i) to acquire additional securities of the Issuer, through open market purchases, privately negotiated transactions or otherwise, (ii) to dispose of all or a portion of the securities of the Issuer owned by them in the open market, in privately negotiated transactions or otherwise, (iii) to undertake an extraordinary corporate transaction such as a tender offer or exchange offer for some or all of the Ordinary Shares not held by the Reporting Persons or a merger, acquisition, consolidation or other business combination or reorganization involving the Issuer or (iv) to take any other available course of action, which could involve one or more of the types of transactions or have one or more of the results specified in clauses (a) through (j) of Item 4 of Schedule 13D under the Exchange Act, as amended. Any such acquisition or disposition or other transaction would be made in compliance with all applicable laws and regulations. Notwithstanding anything contained herein, the Reporting Persons specifically reserve the right to change their intention with respect to any or all of such matters. In reaching any decision as to their respective course of action (as well as to the specific elements thereof), the Reporting Persons each currently expects that they would take into consideration a variety of factors, including, but not limited to, the following: the Issuer's business and prospects; other developments concerning the Issuer and its businesses generally; other business opportunities available to such Reporting Person; developments with respect to the business of the Reporting Persons; changes in law and government regulations; general economic conditions; and liquidity and stock market conditions, including the market price of the securities of the Issuer and currency fluctuations. The information set forth in or incorporated by reference into Items 3, 5 and 6 of this Schedule 13D is hereby incorporated by reference in its entirety into this Item 4.
Item 5.	Interest in Securities of the Issuer
(a)	Items 5(a)-(d) of the Schedule 13D are hereby amended and restated in their entirety as follows: The information set forth in or incorporated by reference in Items 2, 3 and 4 and the responses of each Reporting Person to Rows 7 through 13 of the cover pages of the Schedule 13D are hereby incorporated by reference in its entirety into this Item 5. Except as otherwise stated herein, each Reporting Person expressly disclaims any beneficial ownership of the Ordinary Shares held by each other Reporting Person.
(b)	See Item 5(a) above.
(c)	Except as disclosed in the Schedule 13D, no transactions in the Ordinary Shares were effected by the Reporting Persons during the past 60 days.
(d)	Except as disclosed in the Schedule 13D, to the best knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Ordinary Shares beneficially owned by any of the Reporting Persons.
(e)	Item 5(e) of the Schedule 13D is hereby amended by incorporating the information set forth in Item 3, which is hereby incorporated by reference into this Item 5(e).
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Schedule 13D is hereby amended by adding the following paragraphs: The information set forth in Items 2 and 3 of this Amendment is hereby incorporated by reference in its entirety into this Item 6. The information set forth in or incorporated by reference into Items 3 and 4 of this Schedule 13D is hereby incorporated by reference in its entirety into this Item 6.
Item 7.	Material to be Filed as Exhibits.
	EXHIBIT INDEX Exhibit Number Description of Exhibit 99.1 Joint Filing Agreement, dated July 14, 2026, by and between the Reporting Persons

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Gold Sino Assets Limited

Signature:	By: /s/ Yang Wen Chun
Name/Title:	Yang Wen Chun / Director
Date:	07/14/2026

CHUNG YAO YIN

Signature:	By: /s/ Chung Yao Yin
Name/Title:	Chung Yao Yin
Date:	07/14/2026