Gogoro, Technology Leader in Urban Electric Mobility and Battery Swapping, to List on Nasdaq Via Poema Global (PPGH)

September 16, 2021 6:32 AM EDT

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Gogoro® Inc. ("Gogoro" or the "Company"), a global technology leader in battery swapping ecosystems that enable sustainable mobility solutions for cities, and Poema Global Holdings Corp. (Nasdaq: PPGH; "Poema Global"), a publicly traded special purpose acquisition company, today announced a definitive agreement for a business combination that would result in Gogoro becoming a publicly listed company. The combined company will focus on accelerating the global expansion of Gogoro's unique and proven subscription-based battery swapping service along with its electric vehicle and component sales business. Upon the transaction closing, the combined company will be named Gogoro Inc. and will be listed on the Nasdaq under the ticker symbol "GGR."

Gogoro's battery swapping ecosystem is an established leading solution for electric refueling of lightweight urban vehicles. In less than five years, the Company has accumulated over $1 billion in revenue and 400,000+ battery swap subscribers.

"Gogoro is transforming urban mobility in the world's most densely populated cities by changing how people use and share portable energy. Since launching in 2015, Gogoro battery swapping has handled more than 200 million battery swaps and saved over 300 million kilograms of CO2. Building off of this success, we have announced our expansion into China with Yadea and DCJ, and into India with Hero MotoCorp," said Horace Luke, founder, chairman, and chief executive officer of Gogoro. "Much of today's world commutes on two wheels, and cities are embracing sustainable energy and smart city technologies in unprecedented ways. One of the greatest challenges is transitioning from legacy personal transportation systems to more intelligent and sustainable mobility solutions. With our vision, innovative technology, expanding global footprint and experienced management team, Gogoro is well positioned to transform the urban mobility landscape and capitalize on the electric transition of more than a half billion two-wheel vehicles."

As part of its growth strategy, Gogoro will be introducing its battery swapping in China in late 2021, and is partnering with Yadea, the #1 electric two-wheel maker in the world, and Dachangjiang Group (DCJ), the #1 gas-powered two-wheel maker in China. The Company has also announced a joint venture with Hero MotoCorp, the leading two-wheel vehicle maker in India, to build its battery swapping ecosystem in India. In addition, Gogoro has established partnerships with other global leaders in two-wheel mobility, including Yamaha, Tailing eReady (a joint venture with Suzuki in Taiwan), AeonMotor, PGO and CMC eMOVING.

"Poema Global is excited to be partnering with Gogoro, a global technology leader in urban electric mobility that has demonstrated the scalability and attractiveness of its next generation battery swapping technology in Taiwan," said Homer Sun, chief executive officer of Poema Global. "We believe the technology differentiation Gogoro has developed in combination with the world-class partnerships it has forged will drive significant growth opportunities in the two largest two-wheeler markets in the world. We are committed to working alongside Gogoro's outstanding management team to support its geographic expansion plans and its transition to a Nasdaq-listed company."

Gogoro – A Leader in Urban Mobility

Founded in 2011, Gogoro has designed and built a broad portfolio of innovations in battery swapping, smart batteries, cloud services, compact electric propulsion, and vehicle design. Together, these innovations have created an enablement platform for companies to deliver new urban mobility products and businesses utilizing the largest and most intelligent urban mobility ecosystem focused on battery swapping for electric refueling.

The Gogoro Network is an open platform for battery swapping and smart mobility services, delivering a fresh alternative to legacy fuel. Gogoro Network combines the power of smart connectivity, artificial intelligence, and machine learning to create a new generation of swappable battery refueling that is smart, scalable, and continually optimizing itself to be dynamic and versatile for people, communities, and businesses. Gogoro has been recognized by Guidehouse Insights as the leading battery swapping company for lightweight urban vehicles in the world.

First introduced in 2015, Gogoro's Smartscooters™ are recognized for their revolutionary design and performance and lead the market in sophistication, intelligence, and consumer reviews.

Partners, Investors and Leadership

Gogoro's current portfolio of vehicle maker partners include Hero MotoCorp, Yadea, Dachangjiang (DCJ), Yamaha, Tailing eReady (a joint venture with Suzuki in Taiwan), AeonMotor, PGO and CMC eMOVING. These partners are part of the Powered By Gogoro Network (PBGN) program, a cornerstone of Gogoro's open ecosystem. The PBGN program enables partners to design and sell vehicles that integrate with Gogoro Network battery swapping.

Gogoro is backed by world-class investors, including Dr. Samuel Yin, Founder and Chairman of Ruentex Group; Temasek, a global investment company headquartered in Singapore; Generation Investment Management, a sustainable investment company; Fuh Hwa Investment Trust, a large private equity fund in Taiwan; Sumitomo Corporation, a Japanese conglomerate; and the National Development Fund of Taiwan.

Prior to founding Gogoro, Horace Luke held a variety of management positions at Microsoft, including being a founding member of the XBox leadership team before serving as the chief innovation officer at HTC, where he led HTC to the #1 position in the global smartphone market and the leader in Android. Gogoro's leadership team members are seasoned executives from global brands including Amazon, Intel, Nike, IKEA and Ford. In addition, Gogoro has an industry-leading board with directors such as Michael Splinter, current chairman of Nasdaq and former CEO of Applied Materials, and Yoshi Yamada, a former senior executive at Panasonic and later Head of Tesla's Giga Factory.

Transaction Overview

The Gogoro Poema Global business combination sets Gogoro's enterprise value at $2.35 billion. The business combination is expected to provide approximately $550 million in proceeds to Gogoro's balance sheet including an oversubscribed PIPE over $250 million and $345 million currently held in trust by Poema Global. The PIPE is backed by strategic partners including Hon Hai (Foxconn) Technology Group and GoTo Group, the largest technology group in Indonesia, vehicle partners, and new and existing financial investors including Generation Investment Management, Taiwan's National Development Fund, Temasek and founding investor, Dr. Samuel Yin of Ruentex Group. Current Gogoro shareholders are rolling 100% of their equity and will hold majority ownership of the combined company at closing. Cash proceeds raised in connection with the transaction will primarily be used to fund geographic expansion and operations, continued research and development, and for general corporate purposes.

The boards of directors of both Poema Global and Gogoro have approved the proposed transaction. Completion of the proposed transaction is subject to the approval of Poema Global and Gogoro shareholders and other customary closing conditions, including a registration statement being declared effective by the U.S. Securities and Exchange Commission (the "SEC"). The transaction is expected to be completed in the first quarter of 2022.

Additional information about the proposed transaction, including a copy of the business combination agreement and investor presentation, will be provided in a Current Report on Form 8-K to be filed by Poema Global with the SEC and available at www.sec.gov.

Advisors

Kirkland & Ellis LLP is serving as legal advisor to Poema Global. Citibank and UBS are serving as joint placement agents on the PIPE offering. Winston & Strawn LLP is serving as legal advisor to the placement agents. Wilson Sonsini Goodrich & Rosati is serving as legal advisor and Goldman Sachs is serving as financial advisor to Gogoro.

Investor Conference Call Information

Gogoro and Poema Global will host a joint investor conference call to discuss the proposed transaction today, September 16, 2021 at 8:30 am ET. To listen to the prepared remarks via webcast, please visit http://public.viavid.com/index.php?id=146462. A replay of the call will be available at the same link as well as on Poema Global's website at https://www.poema-global.com/ through September 30, 2021 at 11:59 pm ET.



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