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Item 7.01
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Regulation FD Disclosure.
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On January 18, 2022, Poema
Global and Gogoro issued a joint press release announcing the Additional PIPE Financing. The press release is attached hereto as Exhibit
99.1 and incorporated by reference herein.
The foregoing (including
Exhibit 99.1) is being furnished pursuant to Item 7.01 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 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 Exhibit 99.1.
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 expectations related to the Additional PIPE Financing and terms
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 caution 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 proxy statement/prospectus on Form F-4 relating to the Business Combination initially filed by Gogoro with the U.S. Securities
and Exchange Commission (the “SEC”) on November 18, 2021, as amended, 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. These forward-looking
statements are subject to a number of risks and uncertainties, including, among others, the ability to complete the Business Combination
due to the failure to obtain approval from Poema Global’s shareholders or satisfy other closing conditions in the Merger Agreement,
the occurrence of any event that could give rise to the termination of the Merger Agreement, the ability to recognize the anticipated
benefits of the Business Combination, the amount of redemption requests made by Poema Global’s public shareholders, costs related
to the transaction, the impact of the global COVID-19 pandemic, the risk that the transaction disrupts current plans and operations as
a result of the announcement and consummation of the transaction, the outcome of any potential litigation, government or regulatory proceedings
and other risks and uncertainties, including those included under the heading “Risk Factors” in the registration statement
on Form F-4, as amended, and those included under the heading “Risk Factors” in the annual report on Form 10-K for year ended
December 31, 2020 of Poema Global and in its subsequent quarterly reports on Form 10-Q and other filings with the SEC. 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 Regarding the Business Combination
and Where to Find It
In connection with the Business
Combination, 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 Business Combination and a preliminary proxy statement with respect
to the shareholder meeting of Poema Global to vote on the Business Combination. Shareholders of Poema Global and other interested persons
are encouraged to read the preliminary proxy statement/prospectus, as amended, and, when available, the definitive proxy statement/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 Business Combination. After the registration statement is declared effective, the definitive proxy
statement/prospectus will be mailed to shareholders of Poema Global as of a record date to be established for voting on the Business
Combination. Once available, shareholders of Poema Global will also be able to obtain a copy of the Form F-4, including the proxy statement/prospectus,
and other documents filed with the SEC without charge, by directing a request to: 101 Natoma St., 2F, San Francisco, CA 94105. The preliminary
proxy statement/prospectus and, when available, the definitive proxy statement/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 Business
Combination 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
Business Combination is set forth in the registration statement containing the preliminary proxy statement/prospectus filed with the SEC,
as amended, and when available, will be set forth in the definitive proxy statement/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 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 Business Combination
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.