Gogoro SPAC Presentation Deck
Risk Factors (Continued)
• Gogoro faces substantial political risks associated with doing business in
Taiwan and in the People's Republic of China, including obtaining certain
approvals from the Investment Commission of the Ministry of Economic
Affairs in Taiwan, particularly due to the relationship between Taiwan and
the People's Republic of China.
• Gogoro's estimates of market opportunity and forecasts of market growth
may prove to be inaccurate.
• Concentration of ownership among Gogoro's existing executive officers,
directors and their affiliates may prevent new investors from influencing
significant corporate decisions.
• Gogoro's operations could be adversely affected by events outside of its
control, such as natural disasters, including floods, earthquakes or
hurricanes, wars, health epidemics or incidents such as loss of power supply.
Risks Related to the Electric Vehicle ("EV")
and powered two-wheeler ("PTW") Market:
• Changes to fuel economy standards or the success of alternative fuels may
negatively impact the EV market and thus the demand for Gogoro's
products and services.
• Gogoro's growth and success are highly correlated with and thus dependent
upon the continuing rapid adoption of and demand for EVS and PTWs.
• The EV and PTW markets are characterized by rapid technological change,
which require Gogoro to continue to develop new products and product
innovations. Any delays in such development could adversely affect market
adoption of Gogoro's products and Gogoro's financial results.
• The current lack of industry standards, both domestically and internally, may
lead to uncertainty, additional competition and further unexpected costs.
• The EV market currently benefits from the availability of rebates, tax credits
and other financial incentives from governments, utilities and others to
offset the purchase or operating cost of EVs and EV battery swapping
stations. The reduction, modification or elimination of such benefits could
adversely affect Gogoro's financial results.
Risks Related to Gogoro's Technology, Intellectual Property and Privacy:
• Gogoro's business may be adversely affected if it is unable to protect its
technology and intellectual property from unauthorized use by third parties.
. Gogoro's patents may expire and may not be extended, and Gogoro's
currently pending or future patent applications may not be granted.
. Gogoro must manage risks relating to its information technology systems
and the threat of intellectual property theft, data breaches and cyber-attacks.
. Gogoro may need to defend against intellectual property infringement or
misappropriation claims, which may be time-consuming and expensive. In
the event that Gogoro fails to successfully defend any such claims,
Gogoro's business may be temporarily suspended or permanently impacted.
Interruptions, delays in service or inability to increase capacity, including
internationally,
Risks Related to the Regulatory Environment:
. Gogoro faces risks associated with maintaining and expanding its
international operations, including unfavorable and uncertain regulatory,
political, economic, tax and labor conditions.
. Any failure by Gogoro to comply with the privacy, cybersecurity and
consumer protection laws of the jurisdictions in which it operates or where
its products are sold may harm Gogoro.
• Existing and future environmental health and safety laws and regulations
could result in increased compliance costs or additional operating costs or
construction costs and restrictions. Failure to comply with such laws and
regulations may result in substantial fines or other limitations that may
adversely impact Gogoro's financial results or results of operation.
Gogoro's customers are not currently regulated as a utility under applicable
laws, but its customers may be subject to regulation as a utility in the future
or become subject to new federal and state regulations for any additional
EV battery swapping or energy storage offerings Gogoro may introduce in
the future.
• Changes in U.S. and international laws, accounting standards, export and
import controls and trade policies or the enforcement of, or attempt to
enforce, such laws, standards, controls and policies may adversely impact
Gogoro's business and operating results.
• Failure to comply with anticorruption and anti-money laundering laws,
including the FCPA and similar laws associated with activities outside of the
United States, could subject Gogoro to penalties and other adverse
consequences.
. Gogoro is subject to evolving laws and regulations that could impose
substantial costs, legal prohibitions or unfavorable changes upon its
operations or products.
. As a result of Gogoro's plans to expand operations, including to
jurisdictions in which the tax laws may not be favorable, Gogoro's tax rate
may fluctuate, tax obligations may become significantly more complex and
subject to greater risk of examination by taxing authorities or Gogoro may
be subject to future changes in tax law, the impacts of which could
adversely affect Gogoro's after-tax profitability and financial results.
• Failure to comply with laws relating to employment could subject Gogoro
to penalties and other adverse consequences.
gogoro. Confidential 2021
Risks Relating to Disclosures and the Business Combination:
. Gogoro's historical financial information is unaudited and will not be
audited until the registration statement related to the proposed business
combination is filed. As a result of additional review, actual results may
differ materially from those made available to you in connection with this
investment.
If Gogoro fails to establish and maintain proper and effective internal
controls over financial reporting as a public company, ability to produce
accurate and timely financial statements could be impaired and investors
may lose confidence in its financial reporting.
. Gogoro's projections are subject to significant risks, assumptions,
estimates and uncertainties. As a result, Gogoro's projected revenues,
market share, expenses and profitability may differ materially from its
expectations.
• Gogoro's ability to utilize its net operating loss and tax credit carryforwards
to offset future taxable income may be subject to certain limitations,
disallowances and/or exclusions.
• Directors of PPGH have potential conflicts of interest in recommending that
shareholders vote in favor of approval of proposed business combination
and related proposals.
• Each of Gogoro and PPGH have incurred and will incur substantial costs in
connection with proposed business combination and related transactions,
such as legal, accounting, consulting and financial advisory fees.
• The ability of PPGH shareholders to exercise redemption rights with respect
to a large number of PPGH's outstanding ordinary shares could increase the
probability that the proposed business combination would be unsuccessful
or limit PPGH's working capital and liquidity.
• The Business Combination remains subject to conditions that Gogoro
cannot control and if such conditions are not satisfied or waived, the
Business Combination may not be consummated.
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