Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
Forward Looking Statements
This Current Report on Form 8-K
contains forward-looking statements within the meaning of Section 27A of the “Securities Act”, and Section 21E
of the “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 financial projections, the capability of
Gogoro's technology, Gogoro's business and investment and expansion plans, Gogoro’s financial condition, Gogoro’s
anticipated gross proceeds and use of proceeds from the business combination, the potential closing of the business combination
between Gogoro and Poema Global including the timing of such potential closing and the impact of redemptions on such potential
closing and the potential shareholder approval of the business combination, 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 Current Report, 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, as amended or supplemented, filed by Gogoro
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 Current Report 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 Current Report represent the views of Poema Global and Gogoro as of the date of this Current Report. 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 Current
Report.
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 has mailed 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 amended or supplemented, 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 Current Report 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,
as amended or supplemented. 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 Current Report 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.