UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-39844

POEMA GLOBAL HOLDINGS CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands		98-1561530
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

101 Natoma St., 2F
San Francisco, CA
United States of America		94105
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code : +1 415 432 8880

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	PPGHU	The Nasdaq Stock Market LLC
Class A ordinary shares , $0.0001 par value	PPGH	The Nasdaq Stock Market LLC
Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share	PPGHW	The Nasdaq Stock Market LLC

Securities registered pursuant to section 12(g) of the Act:

None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

The registrant’s units began trading on Nasdaq Capital Market (“Nasdaq”) on January 6, 2021 and the registrant’s Class A ordinary shares, par value $0.0001 (the “Class A ordinary shares”) and warrants began trading on the Nasdaq on February 26, 2021.

The aggregate market value of the voting shares held by non-affiliates of the registrant on June 30, 2021, computed by reference to the closing price for such shares on the Nasdaq Stock Market (“Nasdaq”) on such date, was $333,960,000.

There were 34,500,000 Class A ordinary shares and 8,625,000 Class B ordinary shares of the registrant outstanding on March 29, 2022.

DOCUMENTS INCORPORATED BY REFERENCE

None.


PART I
Item 1.	Business	1
Item 1A.	Risk Factors	10
Item 1B.	Unresolved Staff Comments	10
Item 2.	Properties	10
Item 3.	Legal Proceedings	10
Item 4.	Mine Safety Disclosures	10

PART II
Item 5.	Market for Registrant’s Common Equity, Related Shareholders Matters and Issuer Purchases of Equity Securities	11
Item 6.	[Reserved]	12
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	15
Item 8.	Financial Statements and Supplementary Data	15
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	16
Item 9A.	Controls and Procedures	16
Item 9B.	Other Information	17
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	17

PART III
Item 10.	Directors, Executive Officers and Corporate Governance	17
Item 11.	Executive Compensation	22
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.	23
Item 13.	Certain Relationships and Related Transactions, and Director Independence	24
Item 14.	Principal Accounting Fees and Services	26

PART IV
Item 15.	Exhibits, Financial Statement Schedules	27


Name	Age	Position
Emmanuel DeSousa	54	Director and Co-Chairman
Joaquin Rodriguez Torres	50	Director and Co-Chairman
Homer Sun	50	Director and Chief Executive Officer
Marc Chan	60	President
Teresa Barger	67	Independent Director
Richard Hart	57	Independent Director
Christina Kosmowski	45	Independent Director
Gary Wojtaszek	56	Independent Director


			Approximate
	Number of Shares		Percentage of
	Beneficially		Outstanding
Name and Address of Beneficial Owner⁽¹⁾	Owned		Ordinary Shares
Directors and Officers
Emmanuel DeSousa
Joaquin Rodriguez Torres	8,525,000	⁽²⁾⁽³⁾	19.8	%
Homer Sun	8,525,000	⁽²⁾⁽³⁾	19.8	%
Marc Chan	8,525,000	⁽²⁾⁽³⁾	19.8	%
Teresa Barger	25,000		*
Richard Hart	25,000		*
Christina Kosmowski	25,000		*
Gary Wojtaszek	25,000		*
All executive officers and directors as a group (eight individuals)	8,625,000	⁽²⁾⁽³⁾	20.0	%
Greater than 5% Holders:
Poema Global Partners LLC⁽³⁾	8,525,000	⁽²⁾⁽³⁾	19.8	%
Citadel Reporting Persons⁽⁴⁾	2,500,000	⁽⁴⁾	5.8	%

No.		Description of Exhibit
1.1		Underwriting Agreement, dated January 5, 2021, among the Company, Citigroup Global Markets Inc. and UBS Securities LLC (USA) LLC (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K (File No. 001-39844) filed with the SEC on January 11, 2021).
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 the Company’s Current Report on Form 8-K (File No. 001-39844) filed with the SEC on September 16, 2021).
2.2		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 the Company’s Current Report on Form 8-K (File No. 001-39844) filed with the SEC on March 21, 2022).
3.1		Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-39844) filed with the SEC on January 11, 2021).
4.1		Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (File No. 333-251466) filed with the SEC on December 18, 2020).
4.2		Specimen Class A Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1 (File No. 333-251466) filed with the SEC on December 18, 2020).
4.3		Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-1 (File No. 333-251466) filed with the SEC on December 18, 2020).
4.4		Warrant Agreement, dated January 5, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-39844) filed with the SEC on January 11, 2021).
4.5*		Description of Securities of the Company.
10.1		Private Placement Warrants Purchase Agreement, dated January 5, 2021, by and between the Company and Poema Global Partners LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-39844) filed with the SEC on January 11, 2021).
10.2		Investment Management Trust Agreement, dated January 5, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-39844) filed with the SEC on January 11, 2021).
10.3		Registration and Shareholder Rights Agreement, dated January 5, 2021, among the Company, the Sponsor and certain other equityholders named therein (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 001-39844) filed with the SEC on January 11, 2021).
10.4		Letter Agreement, dated January 5, 2021, by and among the Company, Poema Global Partners LLC and the Company’s officers and directors (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No. 001-39844) filed with the SEC on January 11, 2021).
10.5		Administrative Services Agreement, dated January 5, 2021, by and between the Company and Poema Global Partners LLC (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K (File No. 001-39844) filed with the SEC on January 11, 2021).
10.6		Form of Indemnity Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1 (File No. 333-251466) filed with the SEC on December 18, 2020).
10.7		Form of PIPE Agreements (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-39844) filed with the SEC on September 16, 2021).
10.8		Sponsor Support Agreement, dated as of September 16, 2021, by and among Gogoro Inc., Poema Global Holdings Corp. and Poema Global Partners LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-39844) filed with the SEC on September 16, 2021).
10.9		Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 001-39844) filed with the SEC on September 16, 2021).
10.10		Form of Gogoro Shareholder Lock-Up Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No. 001-39844) filed with the SEC on September 16, 2021).

10.11		Form of Gogoro Shareholder Voting Agreement (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K (File No. 001-39844) filed with the SEC on September 16, 2021).
10.12		Form of Assignment and Assumption Agreement (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K (File No. 001-39844) filed with the SEC on September 16, 2021).
10.13		Form of Additional PIPE Agreements (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-39844) filed with the SEC on January 18, 2022).
10.14		Promissory Note, dated as of September 30, 2020, between the Company and the Sponsor (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1 (File No. 333-251466) filed with the SEC on December 18, 2020).
10.15		Securities Subscription Agreement, dated as of September 30, 2020, between the Company and the Sponsor (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1 (File No. 333-251466) filed with the SEC on December 18, 2020).
31.1*		Certification Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*		XBRL Instance Document
101.SCH*		XBRL Taxonomy Extension Schema
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase
101.DEF*		XBRL Taxonomy Extension Definition Linkbase
101.LAB*		XBRL Taxonomy Extension Label Linkbase
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase
104*		Cover Page Interactive Data File (embedded within the Inline XBRL document)


	Page

Report of Independent Registered Public Accounting Firm (PCAOB ID:100)	F-2

Balance Sheets as of December 31, 2021 and 2020	F-3

Statements of Operations for the year ended December 31, 2021 and for the period from September 25, 2020 (inception) through December 31, 2020	F-4

Statements of Changes in Stockholders’ Equity (Deficit) for the year ended December 31, 2021 and for the period from September 25, 2020 (inception) through December 31, 2020	F-5

Statements of Cash Flows for the year ended December 31, 2021 and for the period from September 25, 2020 (inception) through December 31, 2020	F-6

Notes to Financial Statements	F-7


	December 31,
	2021			2020
Assets:
Cash	$	138,470	$	—
Prepaid expenses		468,029		—
Total Current Assets		606,499		—
Deferred offering costs		—		436,792
Other non-current assets		6,411		—
Cash and investments held in Trust Account		345,150,792		—
Total Assets	$	345,763,702	$	436,792

Liabilities, Redeemable Ordinary shares, and Shareholders’ (Deficit) Equity
Accounts payable and accrued expenses	$	2,252,642	$	320,829
Promissory note — related party		—		98,016
Total Current Liabilities		2,252,642		418,845
Deferred underwriting commissions		12,075,000		—
Warrant liabilities

SEC Form 10-K filed by Poema Global Holdings Corp.