UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No.2)

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

For the quarterly period ended March 31, 2021

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

For the transition period from to

POEMA GLOBAL HOLDINGS CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands		001-39844		98-1561530
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS Employer Identification No.)

101 Natoma St., 2F
San Francisco, CA		94105
(Address of Principal Executive Offices)		(Zip Code)

(415) 432-8880

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

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 share of Class A ordinary share, 0.0001 par value, and one-half of one warrant	PPGHU	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	PPGHW	The Nasdaq Stock Market LLC

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 (Section 232.405 of this chapter) during the preceding 12 months (or 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, a 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of February 9, 2022, 34,500,000 Class A ordinary shares, par value $0.0001, and 8,625,000 shares of Class B ordinary shares, par value $0.0001, were issued and outstanding.

		Page
PART 1 - FINANCIAL INFORMATION

Item 1.	Financial Statements	4

	Condensed Balance Sheets as of March 31, 2021 (Unaudited) (As Restated) and December 31, 2020	4

	Unaudited Condensed Statement of Operations for the Three Months Ended March 31, 2021 (As Restated)	5

	Unaudited Condensed Statement of Changes in Shareholder’s (Deficit) Equity for the Three Months Ended March 31, 2021 (As Restated)	6

	Unaudited Condensed Statement of Cash Flows for the Three Months Ended March 31, 2021(As Restated)	7

	Notes to Unaudited Condensed Financial Statements (As Restated)	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25

Item 4.	Controls and Procedures	25

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	26

Item 1A.	Risk Factors	26

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	26

Item 3.	Defaults Upon Senior Securities	26

Item 4.	Mine Safety Disclosures	26

Item 5.	Other Information	27

Item 6.	Exhibits	27


	March 31, 2021		December 31, 2020
	(unaudited)
Assets:
Cash	$	693,310	$	—
Prepaid expenses		853,864		—
Total Current Assets		1,547,174		—
Deferred offering costs		—		436,792
Cash and investments held in Trust Account		345,059,877		—
Total Assets	$	346,607,051	$	436,792

Liabilities, Redeemable Ordinary Shares, and Shareholders’ (Deficit) Equity:
Accounts payable and accrued expenses	$	36,420	$	320,829
Promissory note — related party		112,914		98,016
Total Current Liabilities		149,334		418,845
Deferred underwriting commissions		12,075,000		—
Warrant liabilities		14,657,500		—
Total Liabilities		26,881,834		418,845

Commitments and Contingencies

Class A ordinary shares subject to possible redemption, $0.0001 par value; 34,500,000 and 0 shares subject to possible redemption, at redemption value of $10.00 at March 31, 2021 and December 31, 2020, respectively		345,000,000		—

Shareholders’ (Deficit) Equity:
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding		—		—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; none issued and outstanding, excluding 34,500,000 and 0 shares subject to possible redemption at March 31, 2021 and December 31, 2020, respectively		—		—
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 8,625,000 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively		863		863
Additional paid-in capital		—		24,137
Accumulated deficit		(25,275,646)		(7,053)
Total Shareholders’ (Deficit) Equity		(25,274,783)		17,947
Total Liabilities, Redeemable Ordinary Shares and Shareholders’ (Deficit) Equity	$	346,607,051	$	436,792


	For the Three
	Months Ended
	March 31,
	2021
Operating costs	$	368,448
Loss from operations		(368,448)

Other income (expense):
Interest income on operating account		22
Interest earned on cash and investments held in Trust Account		59,877
Offering costs allocated to warrants		(1,534,661)
Change in fair value of warrant liabilities		21,828,450
Total other income		20,353,688

Net income	$	19,985,240

Weighted average shares outstanding, Class A ordinary shares		31,433,333
Basic and diluted net income per share, Class A ordinary shares	$	0.50
Weighted average shares outstanding, Class B ordinary shares		8,525,000
Basic net income per share, Class B ordinary shares	$	0.50


	Ordinary Shares							Additional				Total
	Class A				Class B			Paid-in		Accumulated		Stockholders’
	Shares		Amount		Shares	Amount		Capital		Deficit		Deficit
Balance as of January 1, 2021		—	$	—	8,625,000	$	863	$	24,137	$	(7,053)	$	17,947
Accretion of Class A ordinary shares subject to redemption, as restated		—		—	—		—		(24,137)		(45,253,833)		(45,277,970)
Net income		—		—	—		—		—		19,985,240		19,985,240
Balance as of March 31, 2021		—	$	—	8,625,000	$	863	$	—	$	(25,275,646)	$	(25,274,783)


	For the Three Months Ended
	March 31, 2021
Cash Flows from Operating Activities:
Net income	$	19,985,240
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on cash and investments held in trust account		(59,877)
Change in fair value of warrant liabilities		(21,828,450)
Offering costs allocated to warrant liabilities		1,534,661
Changes in operating assets and liabilities:
Prepaid expenses		(853,864)
Accrued costs and expenses		36,420
Net cash used in operating activities		(1,185,870)

Cash Flows from Investing Activities:
Cash invested in Trust Account		(345,000,000)
Net cash used in investing activities		(345,000,000)

Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting commissions		338,100,000
Proceeds from issuance of Private Placement Warrants		9,400,000
Proceeds from promissory note — related party		14,898
Payment of offering costs		(635,718)
Net cash provided by financing activities		346,879,180

Net change in cash		693,310
Cash, beginning of period		—
Cash, end of period	$	693,310

Supplemental disclosure of noncash investing and financing activities:
Deferred underwriting commissions payable charged to additional paid-in capital	$	12,075,000


	As Reported		Adjustment		As Restated
Balance Sheet as of March 31, 2021 (per form 10Q/A filed on June 25, 2021)
Ordinary shares subject to possible redemption ($)	$	314,725,210	$	30,274,790	$	345,000,000

Ordinary shares Class A, $0.0001 par value		303		(303)		—
Ordinary shares Class B, $0.0001 par value		863		—		863
Additional Paid in Capital		—		—		—
Accumulated Deficit		4,998,841		(30,274,487)		(25,275,646)
Total Stockholders’ Equity (Deficit)	$	5,000,007	$	(30,274,790)	$	(25,274,783)
Number of shares subject to redemption		31,472,521		3,027,479		34,500,000


Gross proceeds from IPO	$	345,000,000
Less:
Proceeds allocated to Public Warrants		(27,085,950)
Ordinary shares issuance costs		(18,192,020)
Plus:
Accretion of carrying value to redemption value		45,277,970
Contingently redeemable ordinary shares	$	345,000,000


					Significant		Significant
			Quoted Prices		Other		Other
			in Active		Observable		Unobservable
			Markets		Inputs		Inputs
	March 31, 2021		(Level 1)		(Level 2)		(Level 3)
Assets:
Cash and investments held in Trust Account	$	345,059,877	$	345,059,877	$	—	$	—
	$	345,059,877	$	345,059,877	$	—	$	—
Liabilities:
Public Warrants: Liabilities	$	9,487,500	$	9,487,500	$	—	$	—
Private Placement Warrants: Liabilities		5,170,000		—		—		5,170,000
	$	14,657,500	$	9,487,500	$	—	$	5,170,000


	(Initial Measurement) January 8, 2021			March 31, 2021
Inputs
Risk-free interest rate		0.65	%		1.13	%
Expected term (years)		1.0			0.88
Expected volatility		25	%		23	%
Notional Exercise price	$	11.50		$	11.50


	Warrant
	Liability
Derivative warrant liabilities at January 1, 2021	$	—
Issuance of Public and Private Placement Warrants		42,050,521
Transfer of Public Warrants to Level 1		(9,487,500)
Change in fair value of derivative warrant liabilities		(27,393,021)
Derivative warrant liabilities at March 31, 2021	$	5,170,000

	POEMA GLOBAL HOLDINGS CORP.

Date: February 9, 2022	By:	/s/ Homer Sun
	Name:	Homer Sun
	Title:	Chief Executive Officer


Exhibit Number		Description
1.1		Underwriting Agreement among the Company and Citigroup Global Markets Inc. and UBS Securities LLC (USA) LLC ¹
3.1		Amended and Restated Memorandum and Articles of Association ¹
4.1		Warrant Agreement between Continental Stock Transfer & Trust Company and the Company
10.1		Private Placement Warrant Purchase Agreement between the Company and the Sponsor ¹
10.2		Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Company ¹
10.3		Registration and Shareholder Rights Agreement among the Company, the Sponsor and certain other equityholders named therein ¹
10.4		Letter Agreement among the Company, the Sponsor and the Company’s officers and directors ¹
10.5		Administrative Services Agreement between the Company and the Sponsor ¹
31.1*		Certification of Principal Executive Officer and Principal Financial and Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of Principal Executive Officer and Principal Financial and Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*		XBRL Instance Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SEC Form 10-Q/A filed by Poema Global Holdings Corp. (Amendment)