Exhibit 107
Calculation of Filing Fee Tables
F-1
(Form Type)
Gogoro Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
Security Type | Security Class Title | Fee Calculation or Carry Forward Rule | Amount Registered | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | Carry Forward Form Type | Carry Forward File Number | Carry Forward Initial Effective Date | Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward | |||||||||||||
Newly Registered Securities | ||||||||||||||||||||||||
Fees to be Paid | Equity | Ordinary Shares(4) | 457(c) | 163,775,500 | $5.33(2) | $872,923,415(2) | $0.0000927 | $80,920 | ||||||||||||||||
Fees to be Paid | Equity | Ordinary Shares issuable on exercise of Warrants (5) | 457(f)(1) | 9,400,000 | $11.50(3) | $108,100,000(3) | $0.0000927 | $10,021 | ||||||||||||||||
Carry Forward Securities | ||||||||||||||||||||||||
Carry Forward Securities | Equity | Ordinary Shares issuable on exercise of Warrants (6) | 415(a)(6) | 26,650,000 | $11.50(3) | $306,475,000(3) | $0.0000927 | $28,411 | F-4 | 333-261181 | March 17, 2022 | $28,411 | ||||||||||||
Total Offering Amounts | $1,287,498,415 | $119,352(7) | ||||||||||||||||||||||
Total Fees Previously Paid | $131,498 | |||||||||||||||||||||||
Total Fees Offsets | $0 | |||||||||||||||||||||||
Net Fee Due | $0 |
(1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), Gogoro Inc., a Cayman Islands exempted company (“Gogoro” or the “Company”) is also registering an indeterminate number of additional ordinary shares of Gogoro, par value $0.0001 per share (“Ordinary Shares”) that may become issuable to prevent dilution from any stock dividend, stock split, recapitalization or other similar transactions that could affect the securities to be offered by the selling securityholders named in this Registration Statement, and the Ordinary Shares set forth in this table shall be adjusted to include such shares, as applicable. |
(2) | Based on the average of the high ($5.66) and low ($5.00) prices of our Ordinary Shares on the Nasdaq Global Select Market on June 1, 2022. |
(3) | Based on the exercise price of Warrants (as defined below) which is $11.50. |
(4) | Represents (a) 29,482,000 Ordinary Shares purchased by certain investors on April 4, 2022 (the “Closing Date”) pursuant to separate subscription agreements dated September 16, 2021, January 18, 2022 and March 21, 2022, (b) 125,668,500 Ordinary Shares beneficially owned by certain shareholders of the Company prior to the Closing Date (inclusive of up to 7,075,741 Ordinary Shares issuable to such shareholders pursuant to the earnout provisions of the Merger Agreement (as defined in the Prospectus)), and (c) 8,625,000 Ordinary Shares issued to certain affiliates of Poema Global Partners LLC (the “Sponsor”). These shares are registered for resale on this Registration Statement. |
(5) | Represents Ordinary Shares issuable upon the exercise of the Private Placement Warrants (as defined below). These shares are registered for resale on this Registration Statement. |
(6) | Represents (a) 17,250,000 Ordinary Shares issuable upon the exercise of 17,250,000 redeemable warrants to purchase Ordinary Shares (the “Public Warrants”), and (b) 9,400,00 Ordinary Shares issuable upon the exercise of 9,400,000 private placement warrants to purchase Ordinary Shares held by certain affiliates of the Sponsor (the “Private Placement Warrants,” together with the Public Warrants, the “Warrants”). |
(7) | The Company is registering 199,825,500 Ordinary Shares, consisting of 173,175,500 Ordinary Shares that constitute newly registered securities and 26,650,000 Ordinary Shares that constitute carry forward securities from a Registration Statement on Form F-4 (File No. 333-261181), which was declared effective by the Securities and Exchange Commission on March 17, 2022 |