Item 1.01. Entry into a Material Definitive Agreement.
On January 5, 2021, the Registration Statement on Form S-1 (File No. 333-251466)
(the "Registration Statement") relating to the initial public offering (the
"IPO") of Poema Global Holdings Corp. (the "Company") was declared effective by
the U.S. Securities and Exchange Commission, and the Company subsequently filed.
On January 5, 2021, a registration statement on Form S-1 (File No. 333-251907)
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, which was
effective immediately upon filing. On January 8, 2021, the Company consummated
the IPO of 34,500,000 units (the "Units"), which includes the exercise in full
of the underwriters' option to purchase an additional 4,500,000 Units at the
initial public offering price to cover over-allotments. Each Unit consists of
one Class A ordinary share, $0.0001 par value per share (the "Class A Ordinary
Shares"), and one-half of one redeemable warrant (the "Public Warrants"), each
whole Public Warrant entitling the holder thereof to purchase one Class A
Ordinary Share at an exercise price of $11.50 per share, subject to adjustment.
The Units were sold at an offering price of $10.00 per Unit, generating gross
proceeds of $345,000,000. Further, in connection with the IPO, the Company
entered into the following agreements, forms of which were previously filed as
exhibits to the Registration Statement:
† an Underwriting Agreement, dated January 5, 2021, between the
Company, Citigroup Global Markets Inc. and UBS Securities LLC (USA) LLC, which
contains customary representations and warranties and indemnification of the
underwriter by the Company;
† a Warrant Agreement, dated January 5, 2021, between the Company and
Continental Stock Transfer & Trust Company, as warrant agent (the "Warrant
Agreement"), which sets forth the expiration and exercise price of and procedure
for exercising the Warrants (as defined below); certain adjustment features of
the terms of exercise; provisions relating to redemption and cashless exercise
of the Warrants; certain registration rights of the holders of Warrants;
provision for amendments to the Warrant Agreement; and indemnification of the
warrant agent by the Company under the agreement;
† a Private Placement Warrants Purchase Agreement, dated January 5,
2021 between the Company and Poema Global Partners LLC (the "Sponsor"), pursuant
to which the Sponsor purchased 9.400,000 private placement warrants, each
exercisable to purchase one Class A Ordinary Share at $11.50 per share, subject
to adjustment, at a price of $1.50 per warrant (the "Private Placement Warrants"
and, together with the Public Warrants, the "Warrants");
† an Investment Management Trust Agreement, dated January 5, 2021,
between the Company and Continental Stock Transfer & Trust Company, as trustee,
which establishes the trust account that will hold the net proceeds of the IPO
and certain of the proceeds of the sale of the Private Placement Warrants, and
sets forth the responsibilities of the trustee; the procedures for withdrawal
and direction of funds from the trust account; and indemnification of the
trustee by the Company under the agreement;
† a Registration and Shareholder Rights Agreement, dated January 5,
2021, among the Company, the Sponsor and certain equity holders of the Company,
which provides for customary demand and piggy-back registration rights for the
Sponsor, and customary piggy-back registration rights for such other equity
holders, as well as certain transfer restrictions applicable to the Sponsor with
respect to the Company's securities, and, upon and following consummation of our
initial business combination, the right of the Sponsor to nominate three
individuals for election to the Company's board of directors;
† a Letter Agreement, dated January 5, 2021, among the Company, the
Sponsor and each executive officer and director of the Company, pursuant to
which the Sponsor and each executive officer and director of the Company has
agreed to vote any equity of the Company held by him, her or it in favor of the
Company's initial business combination; to facilitate the liquidation and
winding up of the Company if an initial business combination is not consummated
within 24 months; to certain transfer restrictions with respect to the Company's
securities; to certain indemnification obligations of the Sponsor; and the
Company has agreed not to enter into a definitive agreement regarding an initial
business combination without the prior consent of the Sponsor; and
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† an Administrative Services Agreement, dated January 5, 2021, between
the Company and the Sponsor, pursuant to which the Sponsor has agreed to make
available office space, secretarial and administrative services, as may be
required by the Company from time to time, for $10,000 per month until the
earlier of the Company's initial business combination or liquidation.
The above descriptions are qualified in their entirety by reference to the full
text of the applicable agreement, each of which is incorporated by reference
herein and filed herewith as Exhibits 1.1, 4.1, 10.1, 10.2, 10.3, 10.4 and 10.5,
respectively.
Item 3.02. Unregistered Sales of Equity Securities.
Simultaneous with the consummation of the IPO and the issuance and sale of the
Units, the Company consummated the private placement of 9,400,000 Private
Placement Warrants at a price of $1.50 per Private Placement Warrant, generating
total proceeds of $9,400,000 (the "Private Placement"). The Private Placement
Warrants, which were purchased by the Sponsor, are substantially similar to the
Public Warrants, except that if held by the Sponsor or its permitted
transferees, they (i) may be exercised for cash or on a cashless basis, (ii) are
not subject to being called for redemption (except in certain circumstances when
the Public Warrants are called for redemption and a certain price per Class A
Ordinary Share threshold is met) and (iii) subject to certain limited
exceptions, will be subject to transfer restrictions until 30 days following the
consummation of the Company's initial business combination. If the Private
Placement Warrants are held by holders other than the Sponsor or its permitted
transferees, the Private Placement Warrants will be redeemable by the Company in
all redemption scenarios and exercisable by holders on the same basis as the
Public Warrants. The Private Placement Warrants have been issued pursuant to,
and are governed by, the Warrant Agreement.
Item 5.03. Amendments to Memorandum and Articles of
Association.
On January 5, 2021 and in connection with the IPO, the Company adopted its
Amended and Restated Memorandum and Articles of Association. The Amended and
Restated Memorandum and Articles of Association is filed herewith as Exhibit 3.1
and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
1.1 Underwriting Agreement between the Company and Citigroup Global Markets
Inc. and UBS Securities LLC (USA) LLC
3.1 Amended and Restated Memorandum and Articles of Association
4.1 Warrant Agreement between Continental Stock Transfer & Trust Company
and the Company
10.1 Private Placement Warrants Purchase Agreement between the Company and
the Sponsor
10.2 Investment Management Trust Account Agreement between Continental Stock
Transfer & Trust Company and the Company
10.3 Registration and Shareholder Rights Agreement among the Company, the
Sponsor and certain other equityholders named therein
10.4 Letter Agreement among the Company, the Sponsor and the Company's
officers and directors
10.5 Administrative Services Agreement between the Company and the Sponsor
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