On March 17, 2022, Poema Global Holdings Corp. (the Poema Global)
filed and commenced mailing its definitive proxy statement related to the extraordinary general meeting of shareholders to be held on March 31, 2022, to consider and vote upon, among other things, the approval of its previously announced
proposed business combination (the Business Combination) with Gogoro, Inc. (Gogoro). Capitalized terms used in this Supplement No.1 to the definitive proxy statement/prospectus (this Supplement
No. 1) and not otherwise defined have the meaning given to them in the definitive proxy statement/prospectus.
This
Supplement No. 1 updates, amends and supplements the definitive proxy statement/prospectus, which forms a part of Gogoros registration statement on Form F-4, File
No. 333-261181 relating to the issuance of up to 81,775,000 ordinary shares of Gogoro (Gogoro Ordinary Shares) and warrants to purchase 26,650,000 Gogoro Ordinary Shares at an exercise
price of $11.50 per share in connection with the Business Combination.
The attached information updates, amends and supplements certain
information contained in the definitive proxy statement/prospectus. To the extent information in this Supplement No. 1 differs from, updates or conflicts with information contained in the definitive proxy statement/prospectus, the information
in this Supplement No. 1 is the more current information. This Supplement No. 1 is not complete without, and should not be delivered or utilized, except in conjunction with the definitive proxy statement/prospectus, including any
supplements and amendments thereto. You should read this Supplement No. 1 in conjunction with the definitive proxy statement/prospectus, including any supplements and amendments thereto.
SUPPLEMENT TO THE DEFINITIVE PROXY STATEMENT/PROSPECTUS
Poema Global is providing additional information to its shareholders, as described in this Supplement No. 1. These disclosures should be read in
connection with the definitive proxy statement/prospectus, which should be read in its entirety. To the extent that the information set forth herein differs from or updates information contained in the definitive proxy statement/prospectus, the
information set forth herein shall supersede or supplement the information in the definitive proxy statement/prospectus. Defined terms used but not defined herein have the meanings set forth in the definitive proxy statement/prospectus and all page
references are to pages in the definitive proxy statement/prospectus. Poema Global makes the following amended and supplemental disclosures:
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1. |
Certain disclosure on page 2 of the definitive proxy statement/prospectus is hereby amended and restated to
read as follows: |
During the past decade in Taiwan, Gogoro has built its owned battery swapping network to establish the
Gogoro battery swapping ecosystem and catalyze the marketplace. In just over six years, ePTWs have grown to 10% of all PTWs. Since Gogoro launched its first ePTW in 2015, virtually 100% of all PTWs in Taiwan were ICE PTWs at that time. As of June
30, 2021, approximately 97% of electric two-wheeler sales have been delivered from Gogoro and its PBGN OEM partners. As of December 31, 2021, PBGN consisted of 11% of the two-wheeler market in Taiwan and PBGN consisted of 15% of the two-wheeler
market in the top three urban centers in Taiwan. As Gogoro continues to expand and add additional OEM partners beyond Taiwan, Gogoro will rely significantly on its strong and strategic OEM partnerships with their global footprint, manufacturing
agility, supply chain, and logistics capabilities. This will allow Gogoro to support its regional partners with greater speed and cost efficiency while further extending its brands reach. Gogoro believes that its proven battery swapping
platform, enabling technologies and strong OEM partnerships will drive rapid and sustained growth opportunities into global markets in the future.
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2. |
Certain disclosure is hereby amended by inserting the following (1) before the section heading Poema
Global Holdings Corp. on page 3 of the definitive proxy statement/prospectus; and (2) before the section heading Establishing Our Business Model on page 151 of the definitive proxy statement/prospectus:
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Recent Developments
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Gogoros unaudited 2021 revenue exceeded its prior projected 2021 revenue of $326.9 million by more than
10%. This financial information is unaudited and does not conform to Regulation S-X. Gogoro is in the process of completing audits with respect to financial statements for fiscal year 2021 and investors should review the Gogoros audited
financial statements when they become publicly available. In addition, all of Gogoros fiscal year 2021 historical financial information included herein is preliminary and subject to change. |
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Gogoro is tracking well against its previous fiscal year 2022 revenue projection of $500.2M.
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3. |
Certain disclosure on the cover page, pages 8 and 149 of the definitive proxy statement/prospectus is hereby
amended and restated to read as follows: |
Concurrently with the execution of the Merger Agreement, certain investors (the
Initial PIPE Investors) have entered into certain share subscription agreements (each, an Initial Subscription Agreement), pursuant to which the Initial PIPE Investors have committed to purchase 25,732,000 Gogoro Ordinary
Shares at a price of $10.00 per share for an aggregate purchase price of $257,320,000 (the Initial PIPE Investment). In addition, on January 18, 2022, certain investors (the Additional PIPE Investors) entered into
additional share subscription agreements (each, an Additional Subscription Agreement) pursuant to which the Additional PIPE Investors have committed to purchase 2,750,000 Gogoro Ordinary Shares at a price of $10.00 per share for an
aggregate purchase price of $27,500,000 (the Additional PIPE Investment). Furthermore, on March 21, 2022, Taishin Venture Capital Investment Co. entered into a subscription agreement (the March 2022 PIPE Subscription
Agreement, together with the Initial Subscription Agreements and the Additional PIPE Subscription Agreements, the Subscription Agreements), pursuant to which Taishin Venture Capital Investment Co. has committed to purchase
1,000,000 Gogoro Ordinary Shares at a price of $10.00 per share for an aggregate purchase price of $10,000,000 (the March 2022 PIPE Investment, together with the Initial PIPE Investment and the Additional PIPE Investment, the PIPE
Investment). Under the Subscription Agreements, the obligations of the parties to consummate the PIPE Investment are subject to the satisfaction or waiver of certain customary closing conditions of the respective parties, including, among
others, (i) the absence of a legal prohibition on consummating the 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.