Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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Gogoro Inc. (Name of Issuer) |
Ordinary shares, US$0.0001 par value per share (Title of Class of Securities) |
G9491K105 (CUSIP Number) |
Mr. Horace Luke 11F, Building C, 11 F.-1, No. 41, Shueiyuan Rd. Jhongjheng Dist.,Taipei City, F5, 100043 886 988083124 Yi Gao, Esq. Simpson Thacher & Bartlett, 35th Floor, ICBC Tower 3 Garden Road, Central, K3, 999077 852-2514-7600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
07/10/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | G9491K105 |
| 1 |
Name of reporting person
Horace Luke | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
14,641,830.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
4.96 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Represents ordinary shares held by Innovative Creations LLC and Mr. Luke. Innovative Creations LLC is wholly owned by Mr. Luke, who is deemed to be the beneficial owner of the shares held by Innovative Creations LLC. See Item 5 for further details. (2) Represents ordinary shares held by Polymath Limited and Joy Billion Holdings Limited. Polymath Limited and Joy Billion Holdings Limited are wholly owned by Ms. Nine, who is deemed to be the beneficial owner of the shares held by Polymath Limited and Joy Billion Holdings Limited. Ms. Nine is the domestic partner of Mr. Luke. See Item 5 for further details. (3) The percentage of the class of securities beneficially owned by such reporting person is calculated based on 295,353,291 ordinary shares of the Issuer issued and outstanding as of February 28, 2025, according to the annual report on Form 20-F for the fiscal year ended December 31, 2024 filed by the Issuer with the U.S. Securities and Exchange Commission (the "SEC") on March 31, 2025 (the "2024 Form 20-F").
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary shares, US$0.0001 par value per share | |
| (b) | Name of Issuer:
Gogoro Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
11F, BUILDING C, NO.225, SEC. 2, CHANG'AN E. RD., SONGSHAN DIST., TAIPEI,
TAIWAN
, 105. | |
Item 1 Comment:
Explanatory Note This Amendment No. 3 to Schedule 13D (this "Amendment") hereby amends the initial Schedule 13D filed with the SEC on February 13, 2023, as amended by Amendment No. 1 thereto filed with the SEC on January 10, 2024 and Amendment No. 2 thereto filed with the SEC on June 11, 2024 (the "Prior Schedule 13Ds," and as amended by this Amendment No. 3, this "Schedule 13D"), on behalf of Mr. Horace Luke, a citizen of the United States. Except as amended and supplemented herein, the information set forth in the Prior Schedule 13Ds remains unchanged, and capitalized terms used but not defined herein have the meanings assigned thereto in the Prior Schedule 13Ds. | ||
| Item 2. | Identity and Background | |
| (a) | The information set forth in (a), (d), (e) and (f) of Items 2 of the Prior Schedule 13Ds are hereby incorporated by reference into this Item 2. (b) and (c) of Item 2 of the Prior Schedule 13Ds are hereby amended and restated in its entirety as follows: (b). 11 F.-1, No. 41, Shueiyuan Rd., Jhongjheng Dist., Taipei City 100043, Taiwan (c). Not Applicable | |
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Prior Schedule 13Ds is hereby amended and restated in its entirety as follows: The information set forth in cover pages and Item 2 of this Schedule 13D and Items 3 and 6 of the Prior Schedule 13Ds is hereby incorporated by reference into this Item 5. (a)-(b) The responses of the Reporting Person to rows 7, 8, 9, 10, 11 and 13 of the cover pages of this Schedule 13D are hereby incorporated by reference into this Item 5. As of the date hereof, (i) 7,877,601 Ordinary Shares were held by Innovative Creations LLC, (ii) 3,434,643 Ordinary Shares were held by Joy Billion Holdings Limited, (iii) 3,257,139 Ordinary Shares were held by Polymath Limited, and (iv) 72,447 Ordinary Shares were held by Mr. Luke. Innovative Creations LLC is wholly owned by Mr. Luke, who is deemed to be the beneficial owner of the shares held by Innovative Creations LLC. Polymath Limited and Joy Billion Holdings Limited are wholly owned by Ms. Nine, who is deemed to be the beneficial owner of the shares held by Polymath Limited and Joy Billion Holdings Limited. Ms. Nine is the domestic partner of Mr. Luke. The Reporting Person may be deemed to beneficially own, in the aggregate, 4.96% of the Ordinary Shares, calculated on the basis of Rule 13d-3 of the Securities Exchange Act of 1934, as amended. The percentage of the Ordinary Shares beneficially owned is calculated based on 295,353,291 ordinary shares of the Issuer issued and outstanding as of February 28, 2025, according to the 2024 Form 20-F. | |
| (c) | The information set forth in Items 3 and 6 of the Prior Schedule 13Ds is hereby incorporated by reference into this Item 5. Except as disclosed in this Schedule 13D, the Reporting Person has not effected any transactions relating to the Ordinary Shares during the past 60 days. | |
| (d) | Except as set forth herein, to the knowledge of the Reporting Person, 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 Person as described in this Item 5. | |
| (e) | The Reporting Person ceased to be the beneficial owner of more than five percent of the Ordinary Shares as of July 10, 2025. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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