Gold Sino Assets Ltd. Amends Gogoro Inc. Filing

TL;DR

Gold Sino Assets Ltd. updated its 13D filing for Gogoro Inc. on 6/5/24. Ownership change incoming?

AI Summary

Gold Sino Assets Ltd. has filed an amendment (No. 1) to its Schedule 13D concerning Gogoro Inc. The filing, dated June 5, 2024, indicates a change in beneficial ownership. Samuel Yin is associated with Gold Sino Assets Ltd., which is based in Apia, Samoa.

Why It Matters

This amendment signals a potential shift in the ownership structure or strategy of Gogoro Inc., which could impact its stock price and future business decisions.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D filings often indicate significant changes in beneficial ownership, which can lead to increased volatility.

Key Players & Entities

• Gold Sino Assets Ltd (company) — Filing entity
• Gogoro Inc. (company) — Subject company
• Samuel Yin (person) — Associated with filing entity

FAQ

Key Financial Figures

• $0.0001 — of Issuer) Ordinary shares, par value $0.0001 per share (Title of Class of Securiti
• $50,000,000 — ), for an aggregate purchase price of US$50,000,000, reflecting a per share purchase price
• $1.5377 — share purchase price of approximately US$1.5377 and (ii) the Warrant to purchase 10,838
• $1.6915 — nary Shares with an exercise price of US$1.6915 per share (subject to certain adjustmen

Filing Documents

• d837843dsc13da.htm (SC 13D/A) — 57KB
• d837843dex991.htm (EX-99.1) — 3KB
• 0001193125-24-154640.txt ( ) — 62KB

of the Original Schedule 13D is hereby amended and restated in its entirety as follows

Item 2 of the Original Schedule 13D is hereby amended and restated in its entirety as follows: (a) and (f): This Schedule 13D is being jointly filed by (i) Gold Sino Assets Limited, a Samoa company, and (ii) Samuel Yin, a citizen of Taiwan (each, a Reporting Person and collectively, the Reporting Persons). Samuel Yin is the sole shareholder of Gold Sino and has 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 this Schedule 13D. The Reporting Persons have entered into a joint filing agreement dated as of June 4, 2024, a copy of which is attached here to 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: T/F, 308 Bade Road, Section 2, Taipei, Taiwan The address for the principal business office of Ms. Yang is: T/F, 308 Bade Road, Section 2, Taipei, 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 the sole shareholder of Gold Sino and chairman of Ruentex Group. Ms. Yang is an employee of Ruentex Group. (d) Neither the Reporting Persons nor Ms. Yang has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Neither the Reporting Persons nor Ms. Yang has, 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

of the Original Schedule 13D is hereby amended by adding the following paragraphs

Item 3 of the Original Schedule 13D is hereby amended by adding the following paragraphs: On May 31, 2024, Gold Sino entered into the Purchase Agreement, pursuant to which at the Closing, the Issuer agrees to issue to it, and it agrees to purchase from the Issuer, (i) 32,516,095 Ordinary Shares (the Subscribed Shares), for an aggregate purchase price of US$50,000,000, reflecting a per share purchase price of approximately US$1.5377 and (ii) the Warrant to purchase 10,838,698 Ordinary Shares with an exercise price of US$1.6915 per share (subject to certain adjustments as set forth therein). The funds used to purchase such securities were from the working capital of Gold Sino. The information set forth in or incorporated by reference into Items 4, 5 and 6 of this Schedule 13D is hereby incorporated by reference in its entirety into this Item 3. Item4. Purpose of Transaction.

of the Original Schedule 13D is hereby amended by adding the following paragraphs

Item 4 of the Original Schedule 13D is hereby amended by adding the following paragraphs: At the Closing, the Issuer will issue 32,516,095 Ordinary Shares and the Warrant to Gold Sino. Pursuant to the Warrant, Gold Sino may acquire up to 10,838,698 Ordinary Shares with an exercise price of US$1.6915 per share. Except as set forth in this Item 4 of Schedule 13D, neither the Reporting Persons nor Ms. Yang has any present plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of the instructions to Item 4 of Schedule 13D. The Reporting Persons and Ms. Yang intend to continuously review their investment in the Issuer, and may in the future determine (i) to acquire additional securities of the Issuer, through open market purchases, private agreements or otherwise, (ii) to dispose of all or a portion of the securities of the Issuer owned by them, (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. Notwithstanding anything contained herein, the Reporting Persons and Ms. Yang specifically reserve the right to change their intention with respect to any or all of such matters. In reaching any decision as to their course of action (as well as to the specific elements thereof), the Reporting Persons and Ms. Yang currently expect that they would take into consideration a variety of factors, including, but not limited to, the following: the Issuers business and prospects; other developments concerning the Issuer and its businesses generally; other business opportunities available to the Reporting Persons; developments with respect to the business of the Reporting Persons; changes in law and government regulations; general economic conditions;

of the Original Schedule 13D is hereby amended and restated in its entirety as follows

Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety as follows: (a), (b) The information set forth in or incorporated by reference in Items 2, 3 and 4 and on the cover pages of this Schedule 13D is incorporated by reference in its entirety into this Item 5. (c) Except as otherwise described in Item 4 and Item 6 and elsewhere in this Schedule 13D, no transactions in the Ordinary Shares of the Issuer were effected by the Reporting Persons or Ms. Yang during the past 60 days. (d) Except as set forth herein, to the knowledge of the Reporting Persons and Ms. Yang, 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 of the Issuer beneficially owned by the Reporting Persons as described in this Item 5. (e) Not applicable. Item6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

of the Original Schedule 13D

Item 6 of the Original Schedule 13D is hereby amended by adding the following paragraphs: Pursuant to the Purchase Agreement, without the express prior written invitation or consent of the Issuers board of directors, Gold Sino shall not, and shall cause its affiliates and any representatives acting on its or any of its affiliates behalf not to, in any manner, directly or indirectly: (i) effect or seek, offer or propose (whether publicly or otherwise) to effect, or participate in, facilitate or encourage any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect, or participate in, (A) any acquisition of any securities (or beneficial ownership thereof), or rights or options to acquire any securities (or beneficial ownership thereof) (for the avoidance of doubt, other than Gold Sinos exercise of the Warrant in accordance with its respective terms), or any assets, or businesses of the Issuer, (B) any tender offer or exchange offer, merger or other business combination involving the Issuer, any of the assets or the subsidiaries of the Issuer constituting a material portion of the consolidated assets of the Issuer and its subsidiaries, (C) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Issuer or (D) any solicitation of proxies (as such terms are used in the proxy rules of the Commission) or consents to vote any securities of the Issuer, including soliciting consents or taking other action with respect to the calling of a special meeting of the Issuers shareholders; (ii) form, join or in any way participate in a group (as defined under the Securities Exchange Act of 1934) with respect to the Issuer; (iii) otherwise act, alone or in concert with others, to seek representation on or to control or influence the management, board of directors or policies of the Issuer or to obtain representation on the board of directors of the Issuer; (iv) disclose or direct any person

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