Gogoro Faces Mounting Losses, Cash Crunch Amid Share Consolidation

TL;DR

**GGR is burning cash and relying on a single major shareholder for survival; this reverse split is a red flag, not a solution.**

AI Summary

Gogoro Inc. (GGR) filed its 20-F for the fiscal year ended December 31, 2025, indicating a continued period of operating losses and a declining cash position. The company explicitly states it expects to incur significant expenses and continuing losses for at least the near and medium term. A critical risk highlighted is the potential lack of access to additional financing, with a dependency on a director associated with its largest shareholder to procure equity financing. On October 6, 2025, Gogoro effected a 1-for-20 share consolidation to increase its per-share trading price and regain compliance with Nasdaq Capital Market minimum bid price requirements. The company's strategy involves expanding its battery swapping network and product offerings, but these efforts are subject to significant execution risks and potential failure to achieve intended cost-saving objectives. As of December 31, 2025, there were 14,773,488 ordinary shares outstanding. The company prepares its financial statements in accordance with International Financial Reporting Standards (IFRS).

Why It Matters

Gogoro's continued operating losses and declining cash position signal significant financial strain, directly impacting investor confidence and the company's ability to fund its ambitious expansion plans in the electric two-wheeler market. The 1-for-20 reverse stock split, while addressing Nasdaq compliance, often indicates underlying share price weakness and can be perceived negatively by investors. For employees and customers, the financial health and reliance on external financing raise questions about long-term stability and service continuity in a competitive landscape dominated by established automotive players and emerging EV startups. The broader market will watch if Gogoro can secure necessary funding to sustain its battery-swapping ecosystem against traditional charging infrastructure.

Risk Assessment

Risk Level: high — Gogoro explicitly states it has "incurred operating losses historically and expect to incur significant expenses and continuing losses at least for the near and medium term." Furthermore, its "cash position has declined and we may not have access to additional financing." The company's dependency on "a director associated with our largest shareholder to procure equity financing" presents a single point of failure for critical funding.

Analyst Insight

Investors should exercise extreme caution and thoroughly evaluate Gogoro's ability to secure substantial, diversified financing beyond its largest shareholder. Monitor upcoming financial reports for any improvements in cash flow or successful capital raises, as the current trajectory suggests significant financial instability.

Financial Highlights

debt To Equity

Not Disclosed

revenue

Not Disclosed

operating Margin

Not Disclosed

total Assets

Not Disclosed

total Debt

Not Disclosed

net Income

Not Disclosed

eps

Not Disclosed

gross Margin

Not Disclosed

cash Position

Not Disclosed

revenue Growth

Not Disclosed

Executive Compensation

Key Numbers

• 1-for-20 — Share Consolidation Ratio (Effected on October 6, 2025, to increase per-share trading price and regain Nasdaq compliance.)
• 14,773,488 — Ordinary Shares Outstanding (As of December 31, 2025, reflecting the impact of the share consolidation.)
• $0.002 — Par Value Per Share (Post 1-for-20 share consolidation, indicating the nominal value of each ordinary share.)
• 2025 — Fiscal Year End (The period covered by this 20-F filing, showing continued operating losses.)
• April 4, 2022 — Merger Completion Date (Gogoro completed its merger with Poema Global Holdings Corp.)

Key Players & Entities

• Gogoro Inc. (company) — Registrant of the 20-F filing
• Nasdaq Capital Market (regulator) — Exchange where GGR shares and GGROW warrants are traded
• Bruce Aitken (person) — Chief Financial Officer of Gogoro Inc.
• Poema Global Holdings Corp. (company) — Company that merged with Gogoro on April 4, 2022
• SEC (regulator) — U.S. Securities and Exchange Commission
• International Accounting Standards Board (regulator) — Issuer of IFRS, which Gogoro uses for financial statements
• 14,773,488 (dollar_amount) — Ordinary shares outstanding as of December 31, 2025
• $0.002 (dollar_amount) — Par value per ordinary share post 1-for-20 share consolidation
• October 6, 2025 (date) — Date of 1-for-20 share consolidation
• April 5, 2022 (date) — Date Gogoro's ordinary shares began trading on Nasdaq

FAQ

Risk Factors

• Dependence on Future Financing [high — financial]: The company explicitly states it expects to incur significant expenses and continuing losses for at least the near and medium term. A critical risk highlighted is the potential lack of access to additional financing, with a dependency on a director associated with its largest shareholder to procure equity financing.
• Execution Risk in Expansion Strategy [high — operational]: Gogoro's strategy involves expanding its battery swapping network and product offerings. However, these efforts are subject to significant execution risks and potential failure to achieve intended cost-saving objectives.
• Nasdaq Compliance [medium — regulatory]: On October 6, 2025, Gogoro effected a 1-for-20 share consolidation to increase its per-share trading price and regain compliance with Nasdaq Capital Market minimum bid price requirements. Failure to maintain compliance could lead to delisting.
• Operating Losses and Declining Cash [high — financial]: The 20-F filing indicates a continued period of operating losses and a declining cash position as of December 31, 2025. This trend raises concerns about the company's ability to sustain operations without additional capital.

Industry Context

Gogoro operates in the electric mobility sector, focusing on battery swapping infrastructure for two-wheeled vehicles. The industry is characterized by rapid technological advancements, increasing consumer adoption of EVs, and a growing demand for convenient charging solutions. Competition includes traditional automakers entering the EV space, as well as other battery swapping and EV manufacturers.

Regulatory Implications

Gogoro's listing on the Nasdaq Capital Market subjects it to ongoing compliance requirements, including minimum bid price rules. The recent share consolidation was a direct response to these requirements. Failure to maintain compliance could result in delisting, significantly impacting liquidity and investor confidence.

What Investors Should Do

1. Monitor cash burn and future financing announcements.
2. Evaluate the execution of the expansion strategy.
3. Track Nasdaq compliance status.

Key Dates

• 2025-10-06: Share Consolidation — Gogoro effected a 1-for-20 share consolidation to increase its per-share trading price and regain compliance with Nasdaq Capital Market minimum bid price requirements.
• 2022-04-04: Merger Completion — Gogoro completed its merger with Poema Global Holdings Corp., becoming a publicly traded entity.

Glossary

20-F

An annual report required by the U.S. Securities and Exchange Commission (SEC) from foreign private issuers that provides a comprehensive overview of the company's business and financial condition. (This filing provides the detailed financial and operational information for Gogoro Inc. for the fiscal year ended December 31, 2025.)

Share Consolidation

A corporate action where a company reduces the total number of its outstanding shares by combining existing shares into fewer, proportionally more valuable shares. (Gogoro executed a 1-for-20 share consolidation on October 6, 2025, to boost its stock price and meet Nasdaq listing requirements.)

IFRS

International Financial Reporting Standards are a set of accounting standards developed by the International Accounting Standards Board (IASB) that are used in many countries around the world. (Gogoro prepares its financial statements in accordance with IFRS, which is important for investors comparing its performance to companies using different accounting standards.)

Par Value Per Share

The nominal value assigned to a share of stock by the company's charter, often a very small amount. (The post-consolidation par value of $0.002 per ordinary share highlights the nominal accounting value of each share after the reverse stock split.)

Year-Over-Year Comparison

Specific comparative metrics to the previous year's filing (e.g., revenue growth, margin changes) are not available in the provided text. However, the 20-F for the fiscal year ended December 31, 2025, explicitly states a continued period of operating losses and a declining cash position, indicating a worsening financial trend compared to any prior period of profitability or stronger liquidity.

Key Financial Figures

• $0.002 — istered Ordinary shares, par value US $0.002 per share GGR Nasdaq Capital Market
• $230.00 — dinary shares with an exercise price of $230.00 per share GGROW Nasdaq Capital Market
• $ — ll references in this annual report to "$," "U.S. $," "U.S. dollars" and "dollars
• $0.0001 — he ordinary shares of Gogoro, par value $0.0001 per share ($0.002 per share post 1-for-
• $10.00 — tion Agreements at a price per share of $10.00; "Poema Global" refers to Poema Global
• $11.50 — rdinary Shares for an exercise price of $11.50 per share, subject to adjustment, which

Filing Documents

• ggr-20251231.htm (20-F) — 3345KB
• exhibit111insidertradingpo.htm (EX-11.1) — 137KB
• exhibit121ceocertification.htm (EX-12.1) — 10KB
• exhibit122cfocertification.htm (EX-12.2) — 10KB
• exhibit131ceocertification.htm (EX-13.1) — 4KB
• exhibit132cfocertification.htm (EX-13.2) — 4KB
• exhibit151consentofindepen.htm (EX-15.1) — 3KB
• exhibit21descriptionofsecu.htm (EX-2.1) — 242KB
• 0001886190-26-000013.txt ( ) — 16340KB
• ggr-20251231.xsd (EX-101.SCH) — 121KB
• ggr-20251231_cal.xml (EX-101.CAL) — 126KB
• ggr-20251231_def.xml (EX-101.DEF) — 472KB
• ggr-20251231_lab.xml (EX-101.LAB) — 929KB
• ggr-20251231_pre.xml (EX-101.PRE) — 755KB
• ggr-20251231_htm.xml (XML) — 3514KB

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 4

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 4

KEY INFORMATION

ITEM 3. KEY INFORMATION 4 B. Capitalization and Indebtedness 4 C. Reasons for the Offer and Use of Proceeds 4 D. Risk Factors 4

INFORMATION ON THE COMPANY

ITEM 4. INFORMATION ON THE COMPANY 35 A. History and Development of the Company 35 B. Business Overview 35 C. Organizational Structure 40 D . Pr o perty, Plants and Equipment 41

A. UNRESOLVED STAFF COMMENTS

ITEM 4.A. UNRESOLVED STAFF COMMENTS 41

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 42 A. Operating Results 42 B. Liquidity and Capital Resources 46 C. Research and Development, Patents and Licenses, etc. 49 D. Trend Information 49 E. Critical Accounting Estimates 49

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 51 A. Directors and Senior Management 51 B. Compensation of Directors and Executive Officers 52 C. Board Practices 57 D. Employees 59 E. Share Ownership 60 F. Disclosure of a registrant's action to recover erroneously awarded compensation 61

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 61 A. Major Shareholders 61 B. Related Party Transactions 61 C . Interests of Experts and Counsel 62

FINANCIAL INFORMATION

ITEM 8. FINANCIAL INFORMATION 63 A. Consolidated Statements and Other Financial Information 63 B. Significant Changes 64

THE OFFER AND LISTING

ITEM 9. THE OFFER AND LISTING 65 A. Offering and Listing Details 65 B. Plan of Distribution 65 C. Markets 65

ADDITIONAL INFORMATION

ITEM 10. ADDITIONAL INFORMATION 65 A. S hare Capital 65 B. M emorandum and Articles of Association 65 C. M aterial Contracts 65 D. E xchange Controls 65 E. T axation 66 F. Dividends and Paying Agents 70 G. Statement by Experts 70 H. Documents on Display 70 I. Subsidiary Information 70

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 70

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 71 PART II 72

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 72 iii Table of Contents

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 72

CONTROLS AND PROCEDURES

ITEM 15. CONTROLS AND PROCEDURES 72

A. AUDIT COMMITTEE FINANCIAL EXPERT

ITEM 16.A. AUDIT COMMITTEE FINANCIAL EXPERT 72

B. CODE OF ETHICS

ITEM 16.B. CODE OF ETHICS 72

C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

ITEM 16.C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 73

D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

ITEM 16.D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 73

E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

ITEM 16.E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 73

F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

ITEM 16.F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT 73

G. CORPORATE GOVERNANCE

ITEM 16.G. CORPORATE GOVERNANCE 73

H. MINE SAFETY DISCLOSURE

ITEM 16.H. MINE SAFETY DISCLOSURE 74

I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION

ITEM 16.I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION 73

J. INSIDER TRADING POLICIES

ITEM 16.J. INSIDER TRADING POLICIES 74

K. CYBERSECURITY

ITEM 16.K. CYBERSECURITY 74 PART III 75

FINANCIAL STATEMENTS

ITEM 17. FINANCIAL STATEMENTS 75

FINANCIAL STATEMENTS

ITEM 18. FINANCIAL STATEMENTS 75

EXHIBITS

ITEM 19. EXHIBITS 95 iv Table of Contents INTRODUCTION Unless otherwise indicated or the context otherwise requires, all references in this annual report on Form 20-F to the terms "Gogoro," the "Company," "we," "us" and "our" refer to Gogoro Inc., a Cayman Islands exempted holding company, together as a group with its subsidiaries, including its Operating Subsidiaries. Our consolidated financial statements are presented in U.S. dollars. All references in this annual report to "$," "U.S. $," "U.S. dollars" and "dollars" mean U.S. dollars, unless otherwise noted. Gogoro completed a merger with Poema Global Holdings. Corp on April 4, 2022 and Gogoro's ordinary shares began trading on the Nasdaq Stock Exchange on April 5, 2022. Poema Global Holdings Corp., an exempted company incorporated with limited liability under the laws of Cayman Islands ("Poema") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Gogoro and the other two entities established for the purpose of effecting the mergers under the Merger Agreement (the "Mergers"). On October 6, 2025, Gogoro effected a 1-for-20 share consolidation (reverse stock split) of Gogoro Ordinary Shares in order to increase the per-share trading price and regain compliance with the minimum bid price requirements of the Nasdaq Capital Market. As a result of the share consolidation, every twenty issued and outstanding ordinary shares were combined into one ordinary share. Fractional shares were rounded in accordance with the applicable provisions of the Company's governing documents. In this annual report on Form 20-F, or this annual report, except where the context otherwise requires and for purposes of this annual report only: "Business Combination" refers to the transactions contemplated under the Merger Agreement; "Cayman Companies Act" refers to the Companies Act (As Revised) of the Cayman Islands; "Exchange Act" refer to the Securities Exchange Act of 1934, as amended; "Gogoro" refers

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS Not applicable.

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE Not applicable.

KEY INFORMATION

ITEM 3. KEY INFORMATION B. Capitalization and Indebtedness Not applicable. C. Reasons for the Offer and Use of Proceeds Not applicable. D. Risk Factors Summary Risk Factors The below summary risks provide an overview of the material risks we are exposed to in the normal course of our business activities. The below summary risks do not contain all of the information that may be important to you, and you should read the summary risks below together with the more detailed discussion of risks set forth following this section under the heading "Risk Factors," as well as elsewhere in this annual report. The summary risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not currently known to us or that we currently deem less significant may also affect our business operations or financial results. Consistent with the foregoing, we are exposed to a variety of risks, including those associated with the following: We have incurred operating losses historically and expect to incur significant expenses and continuing losses at least for the near and medium term. Our cash position has declined and we may not have access to additional financing (debt, equity, etc) to sufficiently fund our operations and execute our business strategy. We are also dependent on a director associated with our largest shareholder to procure equity financing and the issuance of additional equity securities. Our expectations for future operating and financial results are subject to significant uncertainty and are based on assumptions, analyses and internal estimates developed by management, any or all of which may not prove to be correct or accurate. If these assumptions, analyses or estimates prove to be incorrect or inaccurate, our actual operating results may differ materially and adversely from our anticipated results. Our cost-savings efforts and organizational restructuring may not achieve their intended objectives. We may not be

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View this 20-F filing on SEC EDGAR