Item 1.01 Entry Into A Material Definitive Agreement.
March 2022 PIPE Subscription Agreement
As previously announced, 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 (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"), pursuant to which, among other transactions, on the
terms and subject to the conditions set forth therein, (i) Merger Sub will merge
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 will
merge with and into Merger Sub II (the "Second Merger"), with Merger Sub II
surviving the Second Merger as a wholly-owned subsidiary of Gogoro (the
"Business Combination"). Concurrently with the execution of the Merger Agreement
and on January 18, 2022, certain investors entered into share subscription
agreements pursuant to which such investors committed to subscribe for and
purchase an aggregate of 28,482,000 ordinary shares of Gogoro ("Gogoro Ordinary
Shares") subject to the satisfaction or waiver of certain customary closing
conditions at $10.00 per share for an aggregate purchase price of $284,820,000.
On March 21, 2022, Taishin Venture Capital Investment Co. ("Taishin") entered
into a share subscription agreement (the "March 2022 PIPE Subscription
Agreement") pursuant to which Taishin has committed to subscribe for and
purchase 1,000,000 Gogoro Ordinary Shares at $10.00 per share for an aggregate
purchase price of $10,000,000 (the "March 2022 PIPE Investment").
Under the March 2022 PIPE Subscription Agreement, the obligations of the parties
to consummate the March 2022 PIPE Investment are subject to the satisfaction or
waiver of certain customary closing conditions, including, among others, (i) the
absence of a legal prohibition on consummating the March 2022 PIPE Investment,
(ii) all conditions precedent under the Merger Agreement having been satisfied
or waived, (iii) the accuracy of representations and warranties in all material
respects and (iv) material compliance with covenants.
The form of the March 2022 PIPE Subscription Agreement, which is the same as the
form of subscription agreement entered into by certain investors on January 18,
2022, was filed as Exhibit 10.1 to the Current Report on Form 8-K filed by Poema
Global on January 18, 2022 and the foregoing description of the March 2022 PIPE
Subscription Agreement is qualified in its entirety by reference thereto.
Merger Agreement Amendment
On March 21, 2022, Poema Global, Gogoro, Merger Sub and Merger Sub II entered
into an amendment to the Merger Agreement (the "Amendment"). The Amendment
modifies the Merger Agreement by extending the termination date (the
"Termination Date") from March 31, 2022 to April 15, 2022. After the Termination
Date, Poema Global and Gogoro would have the right to terminate the Merger
Agreement if the Business Combination contemplated by the Merger Agreement has
not been consummated by the Termination Date (provided that the delay in the
closing of the Business Combination by such date is not due to the breach of the
Merger Agreement by the party seeking to terminate). No other changes were made
to the Merger Agreement. Notwithstanding the foregoing, Poema Global and Gogoro
currently expect to complete the Business Combination on or around April 4, 2022
A copy of the Amendment is filed herewith as Exhibit 2.1 to this Current Report
on Form 8-K and the foregoing description of the Amendment is qualified in its
entirety by reference thereto.
Item 2.02 Results of Operations and Financial Condition.
On March 21, 2022, Gogoro and Poema Global issued a joint press release (the
"Press Release") related to its unaudited financial results for the year ended
December 31, 2021 and financial projections for fiscal year 2022. The Press
Release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
On March 21, 2022, Gogoro also released a 2021 Business Update Presentation,
which is attached hereto as Exhibit 99.2 and incorporated by reference herein.
The foregoing (including Exhibits 99.1 and 99.2) is being furnished pursuant to
Item 2.02 and will not be deemed to be filed for purposes of Section 18 of the
Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or
otherwise be subject to the liabilities of that section, nor will it be deemed
to be incorporated by reference in any filing under the Securities Act of 1933,
as amended (the "Securities Act") or the Exchange Act, regardless of any general
incorporation language in such filings.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K
is incorporated by reference herein. The Gogoro Ordinary Shares to be offered
and sold in connection with the March 2022 PIPE Subscription Agreement have not
been registered under the Securities Act in reliance upon the exemption provided
under Section 4(a)(2) of the Securities Act, Regulation D, and/or Regulation S
thereof.
Item 7.01 Regulation FD Disclosure.
The information set forth under Item 2.02 is incorporated by reference as if
fully set forth herein.
On March 21, 2022, Poema Global and Gogoro issued the Press Release announcing
the March 2022 PIPE Investment.
The foregoing (including Exhibits 99.1 and 99.2) is being furnished pursuant to
Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the
Exchange Act or otherwise be subject to the liabilities of that section, nor
will it be deemed to be incorporated by reference in any filing under the
Securities Act or the Exchange Act, regardless of any general incorporation
language in such filings. This Current Report will not be deemed an admission as
to the materiality of any of the information in this Item 7.01, including
Exhibits 99.1 and 99.2.
Item 8.01. Other Events.
On November 18, 2021, Gogoro filed a registration statement on Form F-4 (File
No. 333-261181) (as amended, the "Registration Statement") with the SEC in
connection with the Business Combination. On March 17, 2022, the Registration
Statement was declared effective by the SEC, and Gogoro and Poema Global filed a
definitive proxy statement/prospectus (the "definitive proxy
statement/prospectus") for the solicitation of proxies in connection with an
extraordinary general meeting of Poema Global's shareholders to be held on
March 31, 2022 to consider and vote on, among other proposals, a proposal to
approve the Merger Agreement and the Business Combination.
In order to provide additional information to Poema Global's shareholders in
connection with the March 2022 PIPE Investment and the Amendment, Gogoro and
Poema Global filed a supplement to the definitive proxy statement/prospectus on
March 21, 2022.
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 Holdings Corp. ("Poema Global") and Gogoro
Inc. ("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 results
for 2021, financial projections, projections of market opportunity and market
position, the ability of Gogoro's business model to be successful in the future,
the capability of Gogoro's technology and Gogoro's business plans, the
March 2022 PIPE Investment, the potential closing of the business combination
between Gogoro and Poema Global and the timing of the closing 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 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 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.
Financial Information
The financial information included in this communication is unaudited and does
not conform to Regulation S-X. Gogoro is in the process of completing audits
with respect to financial statements for 2021. Accordingly, such information and
data may not be included in, may be adjusted in or may be presented differently
in, any proxy statement, registration statement, or prospectus that Gogoro may
file with the SEC. You should review the Gogoro's audited financial statements
when they become publicly available. In addition, all of Gogoro's 2021
historical financial information included herein is preliminary and subject to
change.
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 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Exhibit
2.1 Amendment No. 1 to Agreement and Plan of Merger, dated as of March 21,
2022
99.1 Joint Press Release issued by Poema Global Holdings Corp. and Gogoro
Inc. on March 21, 2022
99.2 Business Update Presentation
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