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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): March 21, 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) |
|
98-1561530
(I.R.S. Employer
Identification No.) |
| |
|
|
|
|
101
Natoma St., 2F
San Francisco, CA
United States of America
(Address
of principal executive
offices) |
|
|
|
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:
| x | 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 |
|
PPGH.U |
|
The Nasdaq Stock Market LLC |
| Class A Ordinary Shares included as part of the units |
|
PPGH |
|
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 |
|
PPGHW |
|
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.
|
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.
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
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: March 21, 2022 |
Poema Global Holdings Corp. |
| |
|
| |
By: |
/s/ Homer Sun |
| |
Name: |
Homer Sun |
| |
Title: |
Chief Executive Officer |
Exhibit 2.1
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
This AMENDMENT NO. 1 TO AGREEMENT
AND PLAN OF MERGER (this “Amendment”) is made and entered into as of March 21, 2022 by and among Poema Global
Holdings Corp., an exempted company incorporated with limited liability under the Laws of Cayman Islands (“SPAC”),
Starship Merger Sub I Limited, an exempted company incorporated with limited liability under the Laws of Cayman Islands and a wholly-owned
subsidiary of the Company (“Merger Sub”), Starship Merger Sub II Limited, an exempted company incorporated with limited
liability under the Laws of Cayman Islands and a wholly-owned subsidiary of the Company (“Merger Sub II”), and Gogoro
Inc., an exempted company incorporated with limited liability under the Laws of Cayman Islands (the “Company”). Unless
otherwise specifically defined herein, all capitalized terms used but not defined herein shall have the meanings ascribed to them under
the Agreement (as defined below).
WHEREAS, the parties hereto
entered into that certain Agreement and Plan of Merger, dated as of September 16, 2021 (as may be amended and modified from time
to time, including by this Amendment, the “Agreement”);
WHEREAS, the parties hereto
desire to amend the Agreement as set forth below;
WHEREAS, Section 11.10
of the Agreement provides that the Agreement may be amended or modified in whole or in part, only by an agreement in writing executed
by each of SPAC, Merger Sub, Merger Sub II and the Company in the same manner as the Agreement and which makes reference to the Agreement;
and
WHEREAS, each of SPAC, the
Company, Merger Sub and Merger Sub is authorized and approved by its respective board of directors to execute and deliver this Amendment.
NOW, THEREFORE, in consideration
of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, SPAC, the Company,
Merger Sub and Merger Sub II agree as follows:
1. Amendments
to the Agreement.
1.1 Amendment
to the Termination Date. The reference to “March 31, 2022” in Section 10.01(c) of the Agreement is hereby
amended and replaced by “April 15, 2022”.
2. Miscellaneous.
2.1 No
Further Amendment. The Parties hereto agree that all other provisions of the Agreement shall, subject to the amendments set forth
in Section 1 of this Amendment, continue unmodified, in full force and effect and constitute legal and binding obligations of the
parties in accordance with their terms. This Amendment is limited precisely as written and shall not be deemed to be an amendment to any
other term or condition of the Agreement or any of the documents referred to therein. This Amendment forms an integral and inseparable
part of the Agreement.
2.2 Representations
and Warranties. Each of SPAC, the Company, Merger Sub and Merger Sub II hereby represents and warrants to each other Party that:
(a) Such
Party has the requisite corporate power and authority to execute and deliver this Amendment and to perform its obligations hereunder.
The execution and delivery by such Party of this Amendment have been duly and validly authorized by its board of directors and no other
corporate action on the part of such Party is necessary to authorize the execution and delivery by such Party of this Amendment.
(b) This
Amendment has been duly and validly executed and delivered by such Party and, assuming the due authorization, execution and delivery by
each other Party, constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its
terms, subject to the Enforceability Exceptions.
2.3 References.
Each reference to “this Agreement,” “hereof,” “herein,” “hereunder,” “hereby”
and each other similar reference contained in the Agreement shall, effective from the date of this Amendment, refer to the Agreement as
amended by this Amendment. Notwithstanding the foregoing, references to the date of the Agreement and references in the Agreement, as
amended hereby, to “the date hereof,” “the date of this Agreement” and other similar references shall in all instances
continue to refer to September 16, 2021 and references to the date of this Amendment shall refer to March 21, 2022.
2.4 Effect
of Amendment. This Amendment shall form a part of the Agreement for all purposes, and each party thereto and hereto shall be bound
hereby. From and after the execution of this Amendment by the parties hereto, any reference to the Agreement shall be deemed a reference
to the Agreement as amended hereby and any reference to the Transactions shall be deemed a reference to the Transactions as amended hereby.
This Amendment shall be deemed to be in full force and effect from and after the execution of this Amendment by the parties hereto.
2.5 Other
Miscellaneous Terms. The provisions of Article XI (Miscellaneous) of the Agreement shall apply mutatis mutandis
to this Amendment, and to the Agreement as amended by this Amendment, taken together as a single agreement, reflecting the terms therein
as amended by this Amendment.
[Signature pages follow]
IN WITNESS WHEREOF, the Parties have hereunto caused
this Amendment to be duly executed as of the date first set forth above.
| |
POEMA GLOBAL HOLDINGS CORP. |
| |
|
| |
By: |
/s/ Joaquin Rodriguez Torres |
| |
Name: Joaquin Rodriguez Torres |
| |
Title: Co-Chairman |
| |
|
| |
By: |
/s/ Homer Sun |
| |
Name: Homer Sun |
| |
Title: CEO |
[Signature Page to Amendment No. 1
to Agreement and Plan of Merger]
IN WITNESS WHEREOF, the Parties have hereunto
caused this Amendment to be duly executed as of the date first set forth above.
| |
GOGORO INC. |
| |
|
| |
By: |
/s/ Hok-Sum Horace Luke |
| |
Name: Hok-Sum Horace Luke |
| |
Title: Chief Executive Officer |
| |
|
| |
STARSHIP MERGER SUB I LTD. |
| |
|
| |
By: |
/s/ Hok-Sum Horace Luke |
| |
Name: Hok-Sum Horace Luke |
| |
Title: Director |
| |
|
| |
STARSHIP MERGER SUB II LTD. |
| |
|
| |
By: |
/s/ Hok-Sum Horace Luke |
| |
Name: Hok-Sum Horace Luke |
| |
Title: Director |
[Signature Page to Amendment No. 1
to Agreement and Plan of Merger]
Exhibit 99.1
Gogoro
Announces Update to Unaudited 2021 Revenue and Upsizes PIPE to $295M to Support Imminent Closing of De-SPAC Transaction
| • | Gogoro’s unaudited 2021 revenue exceeded
prior projected 2021 revenue by approximately 10%. |
| • | Gogoro increases PIPE to $295M. |
| • | Gogoro expects to close its business combination
transaction with Poema Global in early April and list on the Nasdaq under the symbol “GGR.” |
TAIPEI – March 21,
2022 – Gogoro® Inc. (“Gogoro” or the “Company”),
a global technology leader in battery swapping ecosystems that enable sustainable mobility solutions for cities, today announced an update
to its unaudited 2021 revenue and an increase to its PIPE to $295M. Gogoro is in a strong position
to fund its business plan and is committed to closing its SPAC transaction with Poema Global Holdings Corp. ("Poema Global")
(Nasdaq: PPGH) in early April. Gogoro is seeing excellent momentum in its business, both
in its home market of Taiwan, and its expansion markets in China, Southeast Asia and India.
Unaudited 2021 Revenue
Gogoro finished 2021 ahead of expectations with unaudited 2021
revenue exceeding its prior projected 2021 revenue of $326.9M by approximately 10%. The company is also tracking well against its
previous 2022 revenue projection of $500.2M.
Oversubscribed PIPE
Gogoro has also experienced solid demand for its PIPE, significantly
exceeding its initial target of $175M with $257M at the time of the SPAC transaction announcement in September 2021. Since then,
Gogoro has received an additional $37.5M in commitments, including an additional $10M commitment being added today, taking the total PIPE
to $295M. This significant, upsized cash position allows Gogoro to ensure that it can push forward aggressively with its investment and
expansion plans.
SPAC Transaction Update
Based on this, Gogoro expects to close its business combination transaction
in early April, regardless of redemption levels, and is excited to become a publicly traded company as it continues to execute its market
expansion plans alongside its industry-leading partners. Following the completion of the business combination, Gogoro expects to be listed
on the Nasdaq under the symbol “GGR.”
ABOUT GOGORO INC.
Founded in 2011 to rethink
urban energy and inspire the world to move through cities in smarter and more sustainable ways, Gogoro leverages the power of innovation
to change the way urban energy is distributed and consumed. Gogoro’s battery swapping and vehicle platforms offer a smart, proven
and sustainable long-term ecosystem for delivering a new approach to urban mobility. Gogoro has quickly become an innovation leader in
vehicle design and electric propulsion, smart battery design, battery swapping, and advanced cloud services that utilize artificial intelligence
to manage battery availability and safety. The challenge is massive, but the opportunity to disrupt the status quo, establish new standards,
and achieve new levels of sustainable transportation growth in densely populated cities is even greater. For more information, visit www.gogoro.com/news
and follow Gogoro on Twitter: @wearegogoro.
About
Poema Global Holdings Corp.
Poema Global Holdings Corp. is a special purpose acquisition company
affiliated with Princeville Capital formed for the purpose of entering into a combination with one or more businesses. Poema Global's
sponsor team brings together over 100 years of combined experience to equip and enable a differentiated global technology leader to successfully
list and to create long-term value for shareholders in public markets. Led by Co-Chairmen Emmanuel DeSousa and Joaquin Rodriguez Torres,
Chief Executive Officer Homer Sun and President Marc Chan, Poema Global seeks to complete business combinations with companies that have
validated technologies and attractive unit economics, with a particular focus on Asia and Europe. For more information, visit https://www.poema-global.com/.
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 financial projections,
the capability of Gogoro’s technology, Gogoro’s business and investment plans including Gogoro’s ability to successfully
expand globally and 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, 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 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.
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.
Gogoro and Poema Global Investor Contact:
Michael Bowen, ICR, LLC.
+1 212-475-0415
gogoroIR@icrinc.com
Gogoro Media Contact:
Jason Gordon, Gogoro
+1 206-778-7245
jason.gordon@gogoro.com
