Item 1.01 Entry into a Material Definitive Agreement.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

Under the Merger Agreement, the obligation of Gogoro, Merger Sub and Merger Sub II to consummate the Business Combination is subject to the condition that the funds contained in the Trust Account (as defined in the Merger Agreement) (after giving effect to the exercise of the redemption rights of the Poema Global shareholders and net of any unpaid or contingent liabilities of Poema Global including any deferred underwriting commissions and transaction expenses), together with the aggregate amount of proceeds from any PIPE Financing and Permitted Equity Financing (each as defined in the Merger Agreement), equal or exceed $400,000,000 (the "Minimum Available Cash Condition").

On April 4, 2022, Poema Global, Gogoro, Merger Sub and Merger Sub II entered into a waiver to the Merger Agreement (the "Waiver") with respect to the waiver of the Minimum Available Cash Condition.

A copy of the Waiver is filed herewith as Exhibit 2.3 to this Current Report on Form 8-K and the foregoing description of the Waiver is qualified in its entirety by reference thereto.

Assignment and Assumption Agreement

Immediately prior to the consummation of the Business Combination, Gogoro, Poema Global, and Continental Stock Transfer & Trust Company ("Continental") entered into an assignment and assumption agreement (the "Assignment and Assumption Agreement"), pursuant to which Poema Global assigned to Gogoro all of its rights, interests, and obligations in and under the Warrant Agreement, dated January 5, 2021, by and between Poema Global and Continental, and the terms and conditions of such Warrant Agreement were amended and restated to, among other things, reflect the assumption of the Public Warrants and Private Warrants by Gogoro as described above.

The foregoing description of the Assignment and Assumption Agreement and the rights and restrictions contemplated thereby does not purport to be complete and is qualified in its entirety by the terms and conditions of the Assignment and Assumption Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 1.02 Termination of a Material Definitive Agreement.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

On the Closing Date, in connection with the consummation of the Business Combination, the following material agreements of Poema Global terminated in accordance with their terms:

(i) certain Investment Management Trust Agreement, dated as of January 5, 2021, by and between Poema Global and Continental, pursuant to which Continental invested the proceeds of Poema Global's initial public offering in a trust account;

(ii) certain Administrative Services Agreement, dated as of January 5, 2021, between Poema Global and the Sponsor, pursuant to which the Sponsor provided Poema Global with office space, secretarial and administrative services for $10,000 per month?

(iii) certain Letter Agreement, dated as of January 5, 2021, among Poema Global, the Sponsor and each executive officer and director of Poema Global, pursuant to which the Sponsor and each executive officer and director of Poema Global agreed to vote any equity of Poema Global held by him, her or it in favor of Poema Global's initial business combination, to facilitate the liquidation and winding up of Poema Global if an initial business combination is not consummated within 24 months, to certain transfer restrictions with respect to Poema Global's securities, to certain indemnification obligations of the Sponsor, and Poema Global agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of the Sponsor; and

(iv) certain Registration and Shareholder Rights Agreement, dated January 5, 2021, among Poema Global, the Sponsor and certain equity holders of Poema Global, which, among other things, provided for customary demand and piggy-back registration rights for the Sponsor, and customary piggy-back registration rights for such other equity holders.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note and Item 1.02 of this Current Report on Form 8-K is incorporated by reference herein.




 Item 3.01    Notice of Delisting or Failure to Satisfy a Continued Listing
              Rule or Standard; Transfer of Listing.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.

In connection with the consummation of the Business Combination, on the Closing Date, Poema Global notified The Nasdaq Stock Exchange LLC ("Nasdaq") that the Business Combination had become effective and that Poema Global's outstanding securities had been converted into Gogoro Ordinary Shares and Gogoro Warrants. Poema Global requested that Nasdaq delist Poema Global's Class A ordinary shares, redeemable warrants, and units and, as a result, trading of Poema Global's Class A ordinary shares, redeemable warrants, and units on Nasdaq was suspended at 4:00 p.m. on April 4, 2022. On April 4, 2022, Poema Global filed a notification of removal from listing and registration on Form 25, thereby commencing the process of delisting Poema Global's Class A ordinary shares, redeemable warrants and units from Nasdaq and deregistering the securities under Section 12(b) of the Securities Exchange Act of 1934, as amended.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note, Item 2.01 and Item 3.01 above and Item 5.01 below of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01 Changes in Control of Registrant.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

As a result of the consummation of the Business Combination, a change in control of Poema Global occurred. At the First Effective Time, all the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of Merger Sub and Poema Global became the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of Poema Global (as the surviving entity of the First Merger). At the Second Effective Time, all the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of Poema Global and Merger Sub II became the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of Merger Sub II, which is a wholly-owned subsidiary of Gogoro. Poema Global ceased to exist following the consummation of the Business Combination.




 Item 5.02    Departure of Directors or Certain Officers? Election of Directors?
              Appointment of Certain Officers? Compensatory Arrangements of
              Certain Officers.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference herein.

In accordance with the Merger Agreement, Poema Global merged with and into Merger Sub II and upon the Second Effective Time, Poema Global ceased to exist and each of Poema Global's officers and directors forthwith ceased to serve as an officer or director of Poema Global. These resignations were not a result of any disagreement between Poema Global and the officers and directors on any matter relating to Poema Global's operations, policies or practices.

Item 9.01. Financial Statements and Exhibits.






(d) Exhibits



Exhibit
No.                                        Exhibit

  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 Poema Global's Current Report on Form 8-K filed on
           September 16, 2021 (File No. 001-39844))

  2.2        Amendment No. 1 to 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 Poema Global's Current Report on Form 8-K
           filed on March 21, 2022 (File No. 001-39844))

  2.3        Waiver to Agreement and Plan of Merger, dated as of April 4, 2022, by
           and among Gogoro Inc., Poema Global Holdings Corp., Starship Merger Sub
           I Limited and Starship Merger Sub II Limited

  10.1       Assignment and Assumption Agreement, dated as of April 4, 2022, by and
           among Gogoro Inc., Poema Global Holdings Corp. and Continental Stock
           Transfer & Trust Company.

104        Cover Page Interactive Data File - the cover page XBRL tags are embedded
           within the Inline XBRL document.

* The schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). Poema Global hereby undertakes to furnish supplementally a copy of any omitted schedule to the SEC upon its request; provided, however, that Poema Global may request confidential treatment for any such schedules so furnished.

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