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Gogoro Inc. Financial Report: Key Insights on Joint Venture with Castrol Holdings

$GGR
Form 6-K
Filed on: 2025-02-18
Source
Gogoro Inc. Financial Report: Key Insights on Joint Venture with Castrol Holdings

Here are the key insights extracted from the provided section of the financial report (Form 6-K) for Gogoro Inc.:

  1. Transaction with Castrol Holdings:
  • On June 24, 2024, Gogoro Inc. entered a subscription agreement with Castrol Holdings International Limited, selling 16,887,328 shares at a total price of $25 million, which translates to approximately $1.48 per share.
  • The agreement includes a convertible note purchase agreement for an additional $25 million, contingent on the completion of a strategic partnership for an electric two-wheeler joint venture.
  1. Joint Venture Agreement:
  • On February 17, 2025, Gogoro and Castrol Holdings agreed to establish a joint venture (JV) in Vietnam, focusing on distributing electric two-wheelers and providing battery swapping services.
  • Both companies will contribute approximately $1 million each (in Vietnamese dong) to the venture within 90 days after its incorporation, and they may contribute up to $30 million in additional capital over the next three years.
  1. Amended Agreements:
  • The original letter agreement and registration rights agreement with Castrol have been amended to reflect the new terms and conditions, including revised put option rights.
  • A put option allows Castrol Holdings to require Gogoro to repurchase shares if the strategic partnership does not close by December 31, 2025.
  1. Put Option Rights:
  • Castrol Holdings has the right to require Gogoro to repurchase shares at the original purchase price if certain conditions occur, including a change of control, material breaches by Gogoro, or if Gogoro is delisted from a recognized stock exchange.
  • There are different timeframes and conditions under which these put rights can be exercised, emphasizing the financial obligations Gogoro has towards Castrol.
  1. Registration Rights:
  • The amended registration rights agreement removes Castrol's rights related to shares from the convertible note previously planned.
  1. Regulatory Filing:
  • This Form 6-K is filed with the SEC and is incorporated by reference into Gogoro's registration statement on Form F-3.
  1. Leadership:
  • The report was signed by Bruce Morrison Aitken, the Chief Financial Officer of Gogoro Inc., on February 18, 2025.

This information is crucial for investors and analysts as it outlines significant financial commitments, partnership developments, and potential risks related to Gogoro's operations and strategic direction in the electric mobility space.