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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d)
of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 4, 2022
POEMA GLOBAL
HOLDINGS CORP.
(Exact name of registrant as specified in its charter)
Cayman Islands
(State or other jurisdiction of
incorporation
or organization) |
|
001-39844
(Commission
File Number) |
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98-1561530
(I.R.S. Employer
Identification No.) |
|
|
|
|
|
101 Natoma St., 2F
San Francisco, CA
United States of America
(Address
of principal executive
offices) |
|
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94105
(Zip Code) |
+1 415 432 8880
Registrant’s telephone number, including
area code
Not Applicable
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
¨ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange on
which registered |
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-half of one redeemable warrant |
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PPGH.U |
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The Nasdaq Stock Market LLC |
Class A Ordinary Shares included as part of the units |
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PPGH |
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The Nasdaq Stock Market LLC |
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 |
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PPGHW |
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The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth
company x
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Introductory Note
As previously disclosed, on
September 16, 2021, Poema Global Holdings Corp., an exempted company incorporated with limited liability under the laws of Cayman
Islands (“Poema Global”) entered into an Agreement and Plan of Merger (as amended by
Amendment No. 1 to Agreement and Plan of Merger dated as of March 21, 2022, the “Merger Agreement”) with
Gogoro Inc., an exempted company incorporated with limited liability under the laws of Cayman Islands (“Gogoro”), Starship
Merger Sub I Limited, an exempted company incorporated with limited liability under the laws of Cayman Islands and a wholly-owned subsidiary
of Gogoro (“Merger Sub”) and Starship Merger Sub II Limited, an exempted company incorporated with limited liability under
the laws of Cayman Islands and a wholly-owned subsidiary of Gogoro (“Merger Sub II”).
On March 31, 2022, Poema
Global held an extraordinary general meeting of shareholders and approved the proposal to approve the Business Combination (as defined
below). In connection with the Business Combination, holders of 29,506,265 Poema Global’s Class A ordinary shares exercised
their right to redeem their shares for cash at a redemption price of approximately $10.006 per share, for an aggregate redemption amount
of $295,230,432.36.
On April 4, 2022 (the
“Closing Date”), pursuant to the Merger Agreement, (i) Merger Sub merged with and into Poema Global (the “First
Merger”), with Poema Global surviving the First Merger as a wholly-owned subsidiary of Gogoro, and (ii) Poema Global merged
with and into Merger Sub II (the “Second Merger”), with Merger Sub II surviving the Second Merger as a wholly-owned subsidiary
of Gogoro (collectively, the “Business Combination”).
Additionally, on or about
the Closing Date, certain investors (“PIPE Investors”) completed the subscription of 29,482,000 ordinary shares of Gogoro,
par value $0.0001 per share (“Gogoro Ordinary Shares”) at
$10.00 per share for an aggregate subscription price of $294,820,000, pursuant to a series of subscription agreements (the “Subscription
Agreements”) previously entered into among the PIPE Investors, Poema Global and Gogoro.
Prior to the Closing Date,
the interim amended and restated memorandum and articles of association of Gogoro was adopted and became effective. On the Closing Date,
immediately prior to the effective time of the First Merger (the “First Effective Time”)
and prior to the consummation of any of the transactions contemplated by the Subscription Agreements, (i) Gogoro repurchased each
series C preferred share of Gogoro (“Gogoro Series C Preferred Shares”), that was issued and outstanding immediately
prior to the First Effective Time, for cash consideration in an amount equal to the initial subscription price for such Gogoro Series C
Preferred Shares. Immediately upon receipt of such cash consideration, each holder of a Gogoro Series C Preferred Share applied such
amount to the subscription for one Gogoro Ordinary Share; (ii) the amended and restated memorandum and articles of association of
Gogoro was adopted and became effective; and (iii) each Gogoro Ordinary Share that was issued and outstanding immediately prior to
the First Effective Time was subdivided into 0.8752888353 Gogoro Ordinary Shares, such that each Gogoro Ordinary Share shall have a value
of $10.00 per share after giving effect to such share subdivision (the “Share Subdivision”). Actions set forth in paragraphs
(i) through (iii) above are collectively referred to as the “Recapitalization.” Immediately following the Share
Subdivision but prior to the consummation of any of the transactions contemplated by the Subscription Agreements or any transactions described
in the following two paragraphs, there were 201,125,149 Gogoro Ordinary Shares issued and outstanding.
Pursuant
to the Merger Agreement, immediately prior to the First Effective Time, each Class B ordinary share of Poema Global, par value $0.0001
per share (“Poema Global Class B Shares”), outstanding immediately prior to the First Effective Time was automatically
converted into one Class A ordinary share of Poema Global, par value $0.0001 per share (“Poema Global Class A Shares”)
in accordance with the terms of the Poema Global A&R Memorandum and Articles of Association (such automatic conversion, the “Poema
Global Class B Conversion”) and each Poema Global Class B Share was no longer outstanding and was automatically canceled,
and each former holder of Poema Global Class B Shares thereafter ceased to have any rights with respect to such shares. Immediately
prior to the First Effective Time, the Poema Global Class A Shares and the warrants of Poema Global sold to the public (the “Public
Warrants”) comprising each issued and outstanding unit (“Unit”), consisting of one Poema Global Class A Share and one-half of
one Public Warrant, was automatically separated and the holder thereof was deemed to hold one Poema Global Class A Share and one-half of
one Public Warrant (the “Unit Separation”). No fractional Public Warrants was issued in connection with such separation such
that if a holder of such Units would be entitled to receive a fractional Public Warrant upon such separation, the number of Public Warrants
to be issued to such holder upon such separation was rounded down to the nearest whole number of Public Warrants and no cash was paid
in lieu of such fractional Public Warrants. After giving effect to the Poema Global Class B Conversion and the Unit Separation, at
the First Effective Time and as a result of the First Merger, each issued and outstanding Poema Global Class A Share (including in
connection with the Poema Global Class B Conversion and the Unit Separation) was no longer outstanding and was automatically converted
into the right of the holder thereof to receive one Gogoro Ordinary Share (after giving effect to the Recapitalization).
Pursuant
to the Merger Agreement, each Public Warrant (including in connection with the Unit Separation) and each issued and outstanding warrant
of Poema Global sold to Poema Global Partners LLC, a Cayman Islands limited liability company (the “Sponsor”), in a private
placement in connection with Poema Global’s initial public offering (the “Private Warrants”) was automatically and irrevocably
be assumed by Gogoro and converted into a corresponding warrant exercisable for Gogoro Ordinary Shares (the “Gogoro Warrants”).
Pursuant
to the Merger Agreement, (i) each ordinary share, par value $0.0001 per share, of Merger Sub that was issued and outstanding immediately
prior to the First Effective Time was automatically converted into one ordinary share, par value $0.0001 per share, of Poema Global
(as the surviving entity of the First Merger), (ii) each ordinary share of Poema Global (as
the surviving entity of the First Merger) that was issued and outstanding immediately prior to the effective time of the Second Merger
(the “Second Effective Time”) was automatically cancelled and extinguished without any
conversion thereof or payment therefor; and (iii) each ordinary share of Merger Sub II (as the surviving entity of the Second Merger)
issued and outstanding immediately prior to the Second Effective Time remains outstanding and is not affected by the Second Merger.
The Gogoro Ordinary
Shares and the Gogoro Warrants are expected to begin trading on the Nasdaq Global Select Market under the symbols “GGR”
and “GGROW,” respectively, on April 5, 2022.
The
foregoing description of the Merger Agreement and the rights and restrictions contemplated thereby does not purport to be complete
and is qualified in its entirety by the terms and conditions of the Merger Agreement, which was
filed as Exhibit 2.1 to Poema Global’s Current Report on Form 8-K filed on September 16, 2021 (for the Agreement
and Plan of Merger) and as Exhibit 2.1 to Poema Global’s Current Report on Form 8-K filed on March 21, 2022 (for
Amendment No. 1 to Agreement and Plan of Merger), and is incorporated herein by reference.
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Item 1.01 |
Entry into a Material Definitive Agreement. |
The information set forth
in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.
Under the Merger Agreement,
the obligation of Gogoro, Merger Sub and Merger Sub II to consummate the Business Combination is subject to the condition that the funds
contained in the Trust Account (as defined in the Merger Agreement) (after giving effect to the exercise of the redemption rights of the
Poema Global shareholders and net of any unpaid or contingent liabilities of Poema Global including any deferred underwriting commissions
and transaction expenses), together with the aggregate amount of proceeds from any PIPE Financing and Permitted Equity Financing (each
as defined in the Merger Agreement), equal or exceed $400,000,000 (the “Minimum Available Cash Condition”).
On April 4, 2022, Poema
Global, Gogoro, Merger Sub and Merger Sub II entered into a waiver to the Merger Agreement (the “Waiver”) with respect to
the waiver of the Minimum Available Cash Condition.
A copy of the Waiver is filed
herewith as Exhibit 2.3 to this Current Report on Form 8-K and the foregoing description of the Waiver is qualified in its entirety
by reference thereto.
Assignment
and Assumption Agreement
Immediately
prior to the consummation of the Business Combination, Gogoro, Poema Global, and Continental Stock Transfer & Trust Company (“Continental”)
entered into an assignment and assumption agreement (the “Assignment and Assumption Agreement”), pursuant to which Poema Global
assigned to Gogoro all of its rights, interests, and obligations in and under the Warrant Agreement, dated January 5, 2021, by and
between Poema Global and Continental, and the terms and conditions of such Warrant Agreement were amended and restated to, among other
things, reflect the assumption of the Public Warrants and Private Warrants by Gogoro as described above.
The
foregoing description of the Assignment and Assumption Agreement and the rights and restrictions contemplated thereby does not purport
to be complete and is qualified in its entirety by the terms and conditions of the Assignment and Assumption Agreement, a copy of which
is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
|
Item 1.02 |
Termination of a Material Definitive Agreement. |
The information set forth
in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.
On the Closing Date, in connection
with the consummation of the Business Combination, the following material agreements of Poema Global terminated in accordance with their
terms:
(i) certain Investment
Management Trust Agreement, dated as of January 5, 2021, by and between Poema Global and Continental, pursuant to which Continental
invested the proceeds of Poema Global’s initial public offering in a trust account;
(ii) certain Administrative
Services Agreement, dated as of January 5, 2021, between Poema Global and the Sponsor, pursuant to which the Sponsor provided Poema
Global with office space, secretarial and administrative services for $10,000 per month;
(iii) certain Letter
Agreement, dated as of January 5, 2021, among Poema Global, the Sponsor and each executive officer and director of Poema Global,
pursuant to which the Sponsor and each executive officer and director of Poema Global agreed to vote any equity of Poema Global held by
him, her or it in favor of Poema Global’s initial business combination, to facilitate the liquidation and winding up of Poema Global
if an initial business combination is not consummated within 24 months, to certain transfer restrictions with respect to Poema Global’s
securities, to certain indemnification obligations of the Sponsor, and Poema Global agreed not to enter into a definitive agreement regarding
an initial business combination without the prior consent of the Sponsor; and
(iv) certain Registration
and Shareholder Rights Agreement, dated January 5, 2021, among Poema Global, the Sponsor and certain equity holders of Poema Global,
which, among other things, provided for customary demand and piggy-back registration rights for the Sponsor, and customary piggy-back
registration rights for such other equity holders.
|
Item 2.01 |
Completion of Acquisition or Disposition of Assets. |
The information set forth
in the Introductory Note and Item 1.02 of this Current Report on Form 8-K is incorporated by reference herein.
|
Item 3.01 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
The information set forth
in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.
In connection with the consummation
of the Business Combination, on the Closing Date, Poema Global notified The Nasdaq Stock Exchange LLC (“Nasdaq”) that the
Business Combination had become effective and that Poema Global’s outstanding securities had been converted into Gogoro Ordinary
Shares and Gogoro Warrants. Poema Global requested that Nasdaq delist Poema Global’s Class A ordinary shares, redeemable warrants,
and units and, as a result, trading of Poema Global’s Class A ordinary shares, redeemable warrants, and units on Nasdaq was
suspended at 4:00 p.m. on April 4, 2022. On April 4, 2022, Poema Global filed a notification of removal from listing and
registration on Form 25, thereby commencing the process of delisting Poema Global’s Class A ordinary shares, redeemable
warrants and units from Nasdaq and deregistering the securities under Section 12(b) of the Securities Exchange Act of 1934,
as amended.
|
Item 3.03 |
Material Modification to Rights of Security Holders. |
The information set forth
in the Introductory Note, Item 2.01 and Item 3.01 above and Item 5.01 below of this Current Report on Form 8-K is incorporated
by reference into this Item 3.03.
|
Item 5.01 |
Changes in Control of Registrant. |
The information set forth
in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
As a result of the consummation
of the Business Combination, a change in control of Poema Global occurred. At the First Effective Time, all the property, rights, privileges,
agreements, powers and franchises, debts, liabilities, duties and obligations of Merger Sub and Poema Global became the property, rights,
privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of Poema Global (as the surviving entity of
the First Merger). At the Second Effective Time, all the property, rights, privileges, agreements, powers and franchises, debts, liabilities,
duties and obligations of Poema Global and Merger Sub II became the property, rights, privileges, agreements, powers and franchises, debts,
liabilities, duties and obligations of Merger Sub II, which is a wholly-owned subsidiary of Gogoro. Poema Global ceased to exist following
the consummation of the Business Combination.
|
Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The information set forth
in the Introductory Note of this Current Report on Form 8-K is incorporated by reference herein.
In accordance with the Merger
Agreement, Poema Global merged with and into Merger Sub II and upon the Second Effective Time, Poema Global ceased to exist and each of
Poema Global’s officers and directors forthwith ceased to serve as an officer or director of Poema Global. These resignations were
not a result of any disagreement between Poema Global and the officers and directors on any matter relating to Poema Global’s operations,
policies or practices.
|
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
Exhibit
No. |
|
Exhibit |
|
|
2.1* |
|
Agreement and Plan of Merger, dated as of September 16, 2021, by and among Gogoro Inc., Poema Global Holdings Corp., Starship Merger Sub I Limited and Starship Merger Sub II Limited (incorporated by reference to Exhibit 2.1 to Poema Global’s Current Report on Form 8-K filed on September 16, 2021 (File No. 001-39844)) |
|
|
|
2.2 |
|
Amendment No. 1 to Agreement and Plan of Merger, dated as of March 21, 2022, by and among Gogoro Inc., Poema Global Holdings Corp., Starship Merger Sub I Limited and Starship Merger Sub II Limited (incorporated by reference to Exhibit 2.1 to Poema Global’s Current Report on Form 8-K filed on March 21, 2022 (File No. 001-39844)) |
|
|
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2.3 |
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Waiver to Agreement and Plan of Merger, dated as of April 4, 2022, by and among Gogoro Inc., Poema Global Holdings Corp., Starship Merger Sub I Limited and Starship Merger Sub II Limited |
|
|
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10.1 |
|
Assignment and Assumption Agreement, dated as of April 4, 2022, by and among Gogoro Inc., Poema Global Holdings Corp. and Continental Stock Transfer & Trust Company. |
|
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|
104 |
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Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
* The
schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). Poema Global hereby undertakes to furnish
supplementally a copy of any omitted schedule to the SEC upon its request; provided, however, that Poema Global may request confidential
treatment for any such schedules so furnished.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date: April 4, 2022 |
Poema Global Holdings Corp. |
|
|
|
By: |
/s/ Homer Sun |
|
Name: |
Homer Sun |
|
Title: |
Chief Executive Officer |
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