SEC Form DEFA14A filed by Poema Global Holdings Corp.

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

 

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Filed by a Party other than the Registrant  ☐

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☐	Definitive Proxy Statement

 

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☐	Soliciting Material under Rule 14a-12

POEMA GLOBAL HOLDINGS CORP.

(Name of Registrant as Specified In Its Charter)

(Name(s) of Person(s) Filing Proxy Statement, if other than the Registrant)

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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 Gogoro’s 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:

 

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 brand’s 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.

 

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:

Recent Developments

 

•

Gogoro’s 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 Gogoro’s audited financial statements when they become publicly available. In addition, all of Gogoro’s fiscal year 2021 historical financial information included herein is preliminary and subject to change.

 

•

Gogoro is tracking well against its previous fiscal year 2022 revenue projection of $500.2M.

 

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.

4.

Certain definitions on pages v-viii and of the definitive proxy statement/prospectus is hereby amended and restated to read as follows:

“Amendment” means that certain Amendment No. 1 to Agreement and Plan of Merger, dated as of March 21, 2022, by and among Poema Global, Gogoro, Merger Sub and Merger Sub II;

“March 2022 PIPE Investment” means the commitment by Taishin Venture Capital Investment Co. to purchase the March 2022 PIPE Shares.

“March 2022 PIPE Shares” means an aggregate of 1,000,000 Gogoro Ordinary Shares to be purchased by Taishin Venture Capital Investment Co. pursuant to the March 2022 PIPE Subscription Agreement at a price of $10.00 per share.

“March 2022 PIPE Subscription Agreement” means the subscription agreement entered into by Taishin Venture Capital Investment Co. on March 21, 2022.

“PIPE Investment” means the Initial PIPE Investment, the Additional PIPE Investment and the March 2022 PIPE Investment.

“PIPE Investors” means the Initial PIPE Investors, the Additional PIPE Investors and Taishin Venture Capital Investment Co.

“PIPE Shares” means the Initial PIPE Shares, the Additional PIPE Shares and the March 2022 PIPE Shares.

“Subscription Agreements” means the Initial Subscription Agreements, the Additional PIPE Subscription Agreements and the March 2022 PIPE Subscription Agreement.

 

5.

Certain disclosure on page x of the definitive proxy statement/prospectus is hereby amended and restated to read as follows:

Q: What equity stake will holders of Poema Global Class A Shares, Poema Global Class B Shares and Gogoro Ordinary Shares and the PIPE Investors have upon completion of the Business Combination?

A: The following table summarizes the unaudited pro forma Gogoro Ordinary Shares outstanding and the potential impact of redemptions on the pro forma book value per share of the Gogoro Ordinary Shares that will be outstanding immediately after the Closing, as of June 30, 2021, under three redemption scenarios:

 

		Assuming No Redemption(5)								Assuming 50% Redemption(6)								Assuming Maximum Redemption(7)
		Class A Ordinary Shares				Equity%				Class A Ordinary Shares				Equity%				Class A Ordinary Shares				Equity%
Poema Global Public Shareholders			34,500,000				12.6	%			17,250,000				6.7	%			—				—	%
The Sponsor and Certain Poema Global Directors(1)			8,625,000				3.2	%			8,625,000				3.4	%			8,625,000				3.6	%
Gogoro Shareholders(2)			201,125,150				73.5	%			201,125,150				78.4	%			201,125,150				84.1	%
PIPE Investors(3)			29,482,000				10.8	%			29,482,000				11.5	%			29,482,000				12.3	%
Total Gogoro shares Outstanding at Closing			273,732,150				100	%			256,482,150				100	%			239,232,150				100	%
Total Pro Forma Equity Value Post-Redemptions (in thousands)(4)		$	629,275							$	456,775							$	284,275
Pro Forma Book Value Post-Redemptions Per Gogoro Ordinary Share Outstanding		$	2.42							$	1.89							$	1.26

6.

Certain disclosure on pages 22 and 23 of the definitive proxy statement/prospectus is hereby amended and restated to read as follows:

 

		Six Months Ended June 30, 2021
		Poema Global (Historical) (Restated)(1)				Gogoro (Historical)(2)				Pro Forma Combined Assuming No Redemption(3)(4)(5)				Pro Forma Combined Assuming Intermediate Redemption(3)(4)(5)				Pro Forma Combined Assuming Max Redemption(3)(4)(5)
Book value per share			(3.62	)			0.66				2.19				1.66				1.05
Weighted average number of Gogoro shares outstanding—basic and diluted			—				220,880,386				259,547,386				242,297,386				225,047,386
Net loss attributable to Gogoro common shareholders per share—basic and diluted(6)			—				(0.18	)			(0.11	)			(0.12	)			(0.13	)
Weighted average number of Poema Global Class A ordinary shares outstanding—basic & diluted			32,975,138				—				—				—				—
Weighted average number of Poema Global Class B ordinary shares outstanding—basic & diluted			8,575,276				—				—				—				—
Basic & diluted net income per Poema Global Class A ordinary share			0.34				—				—				—				—
Basic & diluted net income per Poema Global Class B ordinary share			0.34				—				—				—				—

		Year Ended December 31, 2020
		Poema Global (Historical)(1)				Gogoro (Historical)(2)				Pro Forma Combined Assuming No Redemption(4)(5)				Pro Forma Combined Assuming Intermediate Redemption(4)(5)				Pro Forma Combined Assuming Max Redemption(4)(5)
Book value per share			0.00				0.83				—				—				—
Weighted average number of Gogoro shares outstanding—basic and diluted			—				220,880,386				259,547,386				242,297,386				225,047,386
Net loss attributable to Gogoro common shareholders per share—basic and diluted(6)			—				(0.22	)			(1.00	)			(1.03	)			(1.07	)
Weighted average number of Poema Global ordinary shares outstanding—basic & diluted			7,500,000				—				—				—				—
Basic & diluted net loss per Poema Global ordinary share			0.00				—				—				—				—

 

7.

Certain disclosure on page 78 of the definitive proxy statement/prospectus is hereby amended and restated to read as follows:

If the PIPE Investment is not consummated and Gogoro does not waive the Minimum Available SPAC Cash Amount, the Business Combination may be terminated.

As a condition to closing the Business Combination, the Merger Agreement provides that the sum of (i) the amount of cash available in the Trust Account following the extraordinary general meeting, after deducting the amount required to satisfy Poema Global Public Shareholders’ redemption requests and net of any unpaid or contingent liabilities of Poema Global, (ii) the PIPE Investment actually received by the Company prior to or substantially concurrently with the Closing and (iii) cash proceeds to be funded immediately prior to or concurrently with the Closing to the Company pursuant to certain subscription agreements, each executed by an investor, Poema Global and the Company between the execution of the Merger Agreement and the Closing (“Permitted Equity Financing”) must equal to or exceed $400,000,000. Since the amount in the Trust Account is less than $400,000,000, the funds from the PIPE Investment is required in order to consummate the Business Combination, unless such condition is waived by Gogoro. While the PIPE Investors have entered into the Subscription Agreements to purchase an aggregate of up to approximately $294,820,000 immediately prior to the Closing, there can be no assurance that such parties to the Subscription Agreements will perform their obligations thereunder. If the minimum cash condition is not met or waived by Gogoro, the Business Combination may be terminated.

 

8.

Certain disclosure on pages 134-135 of the definitive proxy statement/prospectus is hereby amended and restated to read as follows:

Overview of the Transactions Contemplated by the Merger Agreement

Pursuant to the Merger Agreement, the parties to the Merger Agreement have agreed that Merger Sub will merge with and into Poema Global (the “First Merger”), with Poema Global surviving the First Merger as a wholly-owned subsidiary of Gogoro (such company, as the surviving entity of the First Merger, the “Surviving Entity”). Immediately following the First Merger and as part of the same overall transaction as the First Merger, the Surviving Entity will merge with and into Merger Sub II (the “Second Merger,” and together with the First Merger, the “Mergers”), with Merger Sub II surviving the Second Merger as a wholly-owned subsidiary of Gogoro (such company, as the surviving entity of the Second Merger, the “Surviving Company”) (collectively, the “Business Combination”). We refer to the Mergers along with the other transactions contemplated by the Merger Agreement as

the “Transactions,” and the agreements that govern the Transaction as the “Transaction Agreements.” As a result of the Business Combination, and upon consummation of the Business Combination and the Transactions, Merger Sub II will become a wholly owned subsidiary of Gogoro, with the shareholders of Poema Global becoming shareholders of Gogoro. The respective time at which the First Merger and the Second Merger become effective is sometimes as the “First Effective Time” and “Second Effective Time,” respectively. The closing of the Business Combination is herein referred to as the “Closing.”

On March 21, 2022, Poema Global, Gogoro, Merger Sub and Merger Sub II entered into the Amendment, which extended the Termination Date from March 31, 2022 to April 15, 2022.

Closing of the Business Combination

Unless Poema Global and Gogoro otherwise mutually agree or the Merger Agreement is otherwise terminated pursuant to its terms, the Closing will take place on the date that is two (2) business days following the date on which all of the closing conditions set forth in the Merger Agreement have been satisfied or waived (other than those conditions that by their terms or nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing) (such date, the “Closing Date”). See “—Conditions to Closing” for a more complete description of the conditions that must be satisfied prior to Closing.

If the Transactions have not been consummated by April 15, 2022, the Merger Agreement may be terminated by either Poema Global or Gogoro. However, a party may not terminate the Merger Agreement pursuant to the provision described in this paragraph if such party’s breach of the Merger Agreement has been a primary cause of or resulted in the failure of the Transactions to be consummated on or before such time. See “—Termination.”

 

9.

Certain disclosure on page 145 of the definitive proxy statement/prospectus is hereby amended and restated to read as follows:

(c) by either Poema Global or Gogoro if the Mergers have not occurred by 11:59 p.m., Hong Kong time, on April 15, 2022 (the “Termination Date”);

 

10.

Certain disclosure on page 151 of the definitive proxy statement/prospectus is hereby amended and restated to read as follows:

Prior to the launch of Gogoro’s first ePTW in 2015, virtually 100% of all PTWs in Taiwan were ICE PTWs. Since then, in just over six years, ePTWs have grown to 10% of all PTWs sold each year, with Gogoro and our PBGN OEM partners delivering 97% of ePTW sales as of June 30, 2021. 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. We believe our experience in rapidly penetrating this market demonstrates the attractiveness of a battery swapping model to PTW riders as they transition to more sustainable and environmentally friendly mobility.

 

11.

Certain disclosure on page 182 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, the ePTWs have grown to 10% of all PTWs” since Gogoro launched its first ePTW in 2015, where virtually 100% of all PTWs in Taiwan were ICE PTWs at that time. As of June 30, 2021, approximately 97% of electric two-wheelers 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 we continue to expand and add additional OEM partners beyond Taiwan, we’ll rely significantly on our strong and strategic OEM partnership with their global footprint, manufacturing agility, supply chain, and logistics capabilities, which will allow us to support our regional partners with greater speed and cost efficiency while further extending our brand’s 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.

 

12.

Certain disclosure on pages 182-183 of the definitive proxy statement/prospectus is hereby amended and restated to read as follows:

The Business Combination is anticipated to be accounted for as a capital transaction of Gogoro equivalent to the issuance of shares by Gogoro in exchange for the net monetary assets of Poema Global. The Business Combination does not constitute a business combination as defined in IFRS 3, Business Combinations, as Poema Global is a non-operating entity and does not meet the definition of a business under IFRS 3. The most significant change in the successor’s future reported financial position and results are expected to be an increase in cash (as compared to Gogoro’s consolidated statement of financial position as of June 30, 2021) of up to $639.90 million assuming there are no shareholder redemptions in connection with the Business Combination. However, should there be a maximum shareholder redemption, the increase to the cash balance is expected to be approximately $294.82 million (before deducting expenses). Total non-recurring transaction costs are estimated at approximately $45 million.

 

13.

Certain disclosure on pages 206-209 of the definitive proxy statement/prospectus is hereby amended and restated to read as follows:

GOGORO

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

JUNE 30, 2021

(in thousands)

 

																		Scenario 1 Assuming No Redemption												Scenario 2 Assuming Intermediate Redemption																				Scenario 3 Assuming Maximum Redemption
(In Thousands)		Gogoro				Poema				IFRS conversion and Presentation				Note				Transaction accounting adjustments				Note				Pro forma combined				Transaction accounting adjustments				Note				Pro forma combined				Transaction accounting adjustments				Note				Pro forma combined
Assets:
Cash and cash equivalents		$	185,056			$	625											$	345,078				C			$	660,761			($	172,500	)			H			$	488,261			($	345,000	)			H			$	315,761
																			(12,075	)			D
																			294,820				G
																			(107,743	)			K
																			(20,000	)			I
																			(25,000	)			J
Trade receivables			15,010				—																				15,010												15,010												15,010
Inventories			81,549				—																				81,549												81,549												81,549
Prepayments			8,402				474																				8,876												8,876												8,876
Other financial assets - current			57,428				—																				57,428												57,428												57,428
Other current assets			10,033				—																				10,033												10,033												10,033
Total current assets			357,478				1,099				—								475,080								833,657				(172,500	)							661,157				(345,000	)							488,657
Cash and investments held in Trust Account							345,078												(345,078	)			C				—												—												—
Property, plant and equipment			418,182				—																				418,182												418,182												418,182
Right- of-use assets			26,569				—																				26,569												26,569												26,569
Intangible assets			1,505				—																				1,505												1,505												1,505
Other financial assets - non- current			1,226				—																				1,226												1,226												1,226
Refundable deposits			3,630				—																				3,630												3,630												3,630
Other non-current assets			767				242																				1,009												1,009												1,009
Total non-current assets			451,879				345,320				—								(345,078	)							452,121				—								452,121				—								452,121
Total Assets		$	809,357			$	346,419			$	—							$	130,002							$	1,285,778			($	172,500	)						$	1,113,278			($	345,000	)						$	940,778
Liabilities and Shareholders’ Equity
Promissory note — related party							113																				113												113												113
Short-term borrowings		$	7,179				—																				7,179												7,179												7,179
Short-term bills payable			71,675				—																				71,675												71,675												71,675
Financial liabilities at fair value through profit or loss - current			107,743				—												(107,743	)			K				—												—												—
Notes and trade payable			38,547				—																				38,547												38,547												38,547
Contract liabilities - current			11,997				—																				11,997												11,997												11,997
Other payables			33,831				144																				33,975												33,975												33,975
Provisions for product warranty - current			8,315				—																				8,315												8,315												8,315
Lease liabilities - current			10,612				—																				10,612												10,612												10,612
Current portion of long-term borrowings			43,396				—																				43,396												43,396												43,396
Other current liability			9,938				—																				9,938												9,938												9,938
Total current liabilities			343,233				257				—								(107,743	)							235,747				—								235,747				—								235,747
Deferred underwriting commissions							12,075												(12,075	)			D				—												—												—
Warrant liabilities							20,347																				20,347												20,347												20,347
Bonds payable			100,000				—																				100,000												100,000												100,000
Long-term borrowings			183,927				—				345,000				1				(345,000	)			B				183,927												183,927												183,927
Provisions for product warranty - non-current			7,449				—																				7,449												7,449												7,449
Lease liabilities - non- current			16,413				—																				16,413												16,413												16,413
Guarantee deposits received			1,046				—																				1,046												1,046												1,046
Other non-current liability			12,301				—												79,273				M				91,574												91,574												91,574
Total non-current liabilities			321,136				32,422				345,000								(277,802	)							420,756				—								420,756				—								420,756
Total liabilities			664,369				32,679				345,000								(385,545	)							656,503				—								656,503				—								656,503

																				Scenario 1 Assuming No Redemption												Scenario 2 Assuming Intermediate Redemption																				Scenario 3 Assuming Maximum Redemption
(In Thousands)				Gogoro				Poema				IFRS conversion and Presentation				Note				Transaction accounting adjustments				Note				Pro forma combined				Transaction accounting adjustments				Note				Pro forma combined				Transaction accounting adjustments				Note				Pro forma combined
	Commitments
	Class A ordinary shares, $0.0001 par value; 34,500,000 shares subject to possible redemption at $10.00 per share as of June 30, 2021								345,000				(345,000	)			1												—												—												—
	Shareholders’ Equity:
	Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 8,625,000 shares issued and outstanding at June 30, 2021								1												(1	)			A				—												—												—
	Ordinary shares				14				—												(14	)			F				—												—												—
	Preferred shares				85,714				—												(85,714	)			F				—												—												—
	Ordinary Shares, $0.0001 par value, 273,732,150 shares, 256,482,150 shares, and 239,232,150 shares issued and outstanding under No Redemption, Intermediate Redemption, and Maximum Redemption, respectively																				1				A				27				(2	)			O				25				(3	)			O				24
																					3				B
																					3				G
																					12				F
																					8				F
	Capital surplus				127,956				—												459,110				O				984,806				(181,252	)			O				803,554				(362,428	)			O				622,378
																					294,817				G
																					85,708				F
																					17,215				N
	Retained earnings (accumulated deficit)				(89,062	)			(31,261	)																			(375,924	)											(367,170	)											—   (358,493	)
																					(20,000	)			I
																					(25,000	)			J
																					(145,374	)			L								8,754				L								17,431				L
																					(79,273	)			M
																					(17,215	)			N
																					31,261				E
	Other equity				20,366				—																				20,366												20,366												20,366
	Total Shareholders’ Equity				144,988				(31,260	)			—								515,547								629,275				(172,500	)							456,775				(345,000	)							284,275
	Total Liabilities and Shareholders’ Equity			$	809,357			$	346,419			$	—							$	130,002							$	1,285,778			($	172,500	)						$	1,113,278			($	345,000	)						$	940,778

 

1. Reflects the U.S. GAAP to IFRS conversion adjustment related to the reclassification of Poema Global’s historical mezzanine equity (Class A ordinary shares subject to possible redemption) into Non-Current Liabilities (Long-term borrowings).

GOGORO

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF COMPREHENSIVE INCOME

FOR THE SIX MONTHS ENDED

JUNE 30, 2021

(in thousands)

 

																		Scenario 1 Assuming No Redemption												Scenario 2 Assuming Intermediate Redemption												Scenario 3 Assuming Maximum Redemption
(In Thousands, except share and per share data)		Gogoro				Poema				IFRS conversion and Presentation				Note				Transaction accounting adjustments				Note				Pro forma combined				Transaction accounting adjustments				Note				Pro forma combined				Transaction accounting adjustments				Note				Pro forma combined
Operating revenue		$	144,787			$	—																			$	144,787											$	144,787											$	144,787
Cost of revenue			126,363				—																				126,363												126,363												126,363
Gross profit			18,424				—																				18,424												18,424												18,424
Selling and marketing expenses			25,293				682				1,535				2												27,510												27,510												27,510
General and administrative expenses			12,771				—												3,908				AA				19,435												19,435												19,435
																			2,756				FF
Research and development expenses			14,339				—																				14,339												14,339												14,339
Total operating expenses			52,403				682				1,535								6,664								61,284												61,284												61,284
Operating loss			(33,979	)			(682	)			(1,535	)							(6,664	)							(42,860	)											(42,860	)											(42,860	)
			—				—				—								—								—												—												—
Interest income			337				—												—				GG				337												337												337
Interest earned on cash and investments held in Trust Account			—				78												(78	)			GG				—												0												—
Offering costs allocated to warrant liabilities			—				(1,535	)			1,535				2												—												0												—
Change in fair value of warrant liabilities			—				16,139																				16,139												16,139												16,139
Other income			3,429				—																				3,429												3,429												3,429
Other gains and losses			(652	)			—																				(652	)											(652	)											(652	)
Loss on financial liabilities at fair value through profit or loss			(3,836	)			—												3,836				EE				—												0												—
Finance costs			(5,114	)			—																				(5,114	)											(5,114	)											(5,114	)
Transaction costs			—				—																				0												0												0
Total non-operating income and expenses			(5,836	)			14,682				1,535								3,758								14,139				0								14,139				0								14,139
Loss before income tax			(39,815	)			14,000				—								(2,906	)							(28,721	)											(28,721	)											(28,721	)
Income tax benefit (expense)			—				—																				—												0												—
Net loss			(39,815	)			14,000				—								(2,906	)							(28,721	)											(28,721	)											(28,721	)
Exchange differences on translating foreign operations			1,771				—																				1,771												1,771												1,771
Total comprehensive loss for the year		$	(38,044	)		$	14,000				—							$	(2,906	)						$	(26,950	)										$	(26,950	)										$	(26,950	)
																											—												—												—
(New) Ordinary Shares																											—												—												—
Weighted average shares of ordinary shares outstanding:
Basic and diluted			220,880,386																								259,547,386												242,297,386												225,047,386
Net loss attributable to ordinary shares per share:
Basic and diluted																											(0.11	)											(0.12	)											(0.13	)
Net loss attributable to shareholders per ordinary share:
Basic and diluted (Note 5)			(0.18	)
Weighted average shares outstanding:
Basic and diluted, Class A							32,975,138
Basic and diluted, Class B							8,575,276
Net loss attributable to shareholders per ordinary share:
Basic and diluted, Class A							0.34
Basic and diluted, Class B							0.34

Refer to Note 5 below “ Pro forma Share and Earning per share information”

 

2. Reflects the reclassification adjustment to align Poema Global’s historical statement of operations with the presentation of Gogoro’s statement of comprehensive income.