Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
2022年3月19日 - 5:31AM
Edgar (US Regulatory)
Filed by Gogoro Inc.
pursuant to Rule 425 under the Securities
Act of 1933,
as amended, and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934,
as amended
Subject Company: Poema Global Holdings Corp. (SEC
File No.: 001-39844)
Date: March 18, 2022
On March 18, 2022, the following communication was made available
by Gogoro on Twitter:
We have filed our final prospectus and following the completion
of our business combination look forward to being listed on the @nasdaq under the symbol $GGR. $PPGH https://www.sec.gov/Archives/edgar/data/0001886190/000119312522078467/d196077d424b3.htm
See important information: https://www.sec.gov/Archives/edgar/data/0001886190/000110465922035330/tm229730d1_425.htm
Forward Looking Statements
This communication contains forward-looking statements within the
meaning of Section 27A of the U.S. Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the U.S. Securities
Exchange Act of 1934, as amended (“Exchange Act”) that are based on beliefs and assumptions and on information currently
available to Poema Global and Gogoro. In some cases, you can identify forward-looking statements by the following words: “may,”
“will,” “could,” “would,” “should,” “expect,” “intend,” “plan,”
“anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,”
“continue,” “ongoing,” “target,” “seek” or the negative or plural of these words, or
other similar expressions that are predictions or indicate future events or prospects, although not all forward-looking statements contain
these words. Any statements that refer to expectations, projections or other characterizations of future events or circumstances, including
the potential closing of the business combination between Gogoro and Poema Global, are forward looking statements. These statements involve
risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially
different from those expressed or implied by these forward-looking statements. Although each of Poema Global and Gogoro believes that
it has a reasonable basis for each forward-looking statement contained in this communication, each of Poema Global and Gogoro cautions
you that these statements are based on a combination of facts and factors currently known and projections of the future, which are inherently
uncertain. In addition, there are risks and uncertainties described in the definitive proxy statement/final prospectus filed by Gogoro
and Poema Global with the relating to the proposed transaction and other documents filed, or to be filed, by Gogoro or Poema Global from
time to time with the SEC. These filings may identify and address other important risks and uncertainties that could cause actual events
and results to differ materially from those contained in the forward-looking statements. Neither Poema Global nor Gogoro can assure you
that the forward-looking statements in this communication will prove to be accurate. There may be additional risks that neither Poema
Global nor Gogoro presently know or that Poema Global and Gogoro currently believe are immaterial that could also cause actual results
to differ from those contained in the forward looking statements. In light of the significant uncertainties in these forward-looking
statements, you should not regard these statements as a representation or warranty by Poema Global, Gogoro, their respective directors,
officers or employees or any other person that Poema Global and Gogoro will achieve their objectives and plans in any specified time
frame, or at all. The forward-looking statements in this communication represent the views of Poema Global and Gogoro as of the date
of this communication. Subsequent events and developments may cause those views to change. However, while Poema Global and Gogoro may
update these forward-looking statements in the future, there is no current intention to do so, except to the extent required by applicable
law. You should, therefore, not rely on these forward-looking statements as representing the views of Poema Global or Gogoro as of any
date subsequent to the date of this communication.
Important Additional Information and Where to Find It
In connection with the proposed transaction, Gogoro has filed a registration
statement on Form F-4 with the SEC, which includes a preliminary prospectus with respect to Gogoro’s securities to be issued in
connection with the proposed transaction. The registration statement was declared effective by the SEC on March 17, 2022, and the final
prospectus was filed with the SEC on March 17, 2022. Poema Global will mail the definitive proxy statement and other relevant documents
to its shareholders as of the record date established for voting on the proposed transaction. Poema Global’s shareholders and other
interested persons are encouraged to read the definitive proxy statement/final prospectus, as well as other documents filed, or to be
filed, with the SEC, because these documents contain, or will contain, important information about Poema Global, Gogoro and the proposed
transaction. Shareholders of Poema Global are also able to obtain a copy of the definitive proxy statement/final prospectus, and other
documents filed with the SEC without charge, by directing a request to: 101 Natoma St., 2F, San Francisco, CA 94105. The definitive proxy
statement/final prospectus can also be obtained, without charge, at the SEC’s website (www.sec.gov).
Participants in the Solicitation:
Poema Global and Gogoro and their respective directors and
executive officers may be considered participants in the solicitation of proxies with respect to the potential transaction described
in this communication under the rules of the SEC. Information about the directors and executive officers of Poema Global and their
ownership is set forth in Poema Global’s filings with the SEC, including its Form 10-K for the year ended December 31, 2020
and subsequent filings under Section 16 of the Exchange Act or on Form 10-Q. Additional information regarding the persons who may,
under the rules of the SEC, be deemed participants in the solicitation of Poema Global’s shareholders in connection with the
potential transaction is set forth in the definitive proxy statement/final prospectus. These documents are available free of charge
at the SEC’s website at www.sec.gov or by directing a request to: 101 Natoma St., 2F, San Francisco, CA 94105.
No Offer or Solicitation
This communication is not a proxy statement or solicitation of a proxy,
consent or authorization with respect to any securities or in respect of the potential transaction and does not constitute an offer to
sell or a solicitation of an offer to buy any securities of Poema Global or Gogoro, nor shall there be any sale of any such securities
in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements
of the Securities Act.
Poema Global (NASDAQ:PPGHU)
過去 株価チャート
から 9 2024 まで 10 2024
Poema Global (NASDAQ:PPGHU)
過去 株価チャート
から 10 2023 まで 10 2024