UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 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 (§232.405 of this chapter) during the preceding 12 months (or for 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, 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 August 16, 2021, 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 I. FINANCIAL INFORMATION

Item 1.	Financial Statements	3

	Condensed Balance Sheets as of June 30, 2021 (Unaudited) and December 31, 2020	3

	Unaudited Condensed Statements of Operations for the Three and Six Months Ended June 30, 2021	4

	Unaudited Condensed Statements of Changes in Shareholders’ Equity for the Three and Six Months Ended June 30, 2021	5

	Unaudited Condensed Statement of Cash Flows for the Six Months Ended June 30, 2021	6

	Notes to Unaudited Condensed Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23

Item 4.	Controls and Procedures	23

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	24

Item 1A.	Risk Factors	24

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	24

Item 3.	Defaults Upon Senior Securities	24

Item 4.	Mine Safety Disclosures	24

Item 5.	Other Information	25

Item 6.	Exhibits	25


	June 30, 2021		December 31, 2020
	(unaudited)
Assets:
Cash	$	624,914	$	—
Prepaid expenses		473,669		—
Total current assets		1,098,583		—
Deferred offering costs		—		436,792
Cash and investments held in Trust Account		345,077,870		—
Other non-current assets		242,349
Total Assets	$	346,418,802	$	436,792

Liabilities and Shareholders’ Equity
Accounts payable and accrued expenses	$	144,202	$	320,829
Promissory note — related party		112,914		98,016
Total current liabilities		257,116		418,845
Deferred underwriting commissions		12,075,000		—
Warrant liabilities		20,346,981		—
Total liabilities		32,679,097		418,845

Commitments

Class A ordinary shares, $0.0001 par value; 30,873,970 and 0 shares subject to possible redemption at $10.00 per share as of June 30, 2021 and December 31, 2020, respectively		308,739,700		—

Shareholders’ Equity:
Preferred shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding		—		—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 3,626,030 and 0 shares issued and outstanding (excluding 30,873,970 and 0 shares subject to possible redemption) at June 30, 2021 and December 31, 2020, respectively		363		—
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 8,625,000 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively		863		863
Additional paid-in capital		—		24,137
Retained earnings (accumulated deficit)		4,998,779		(7,053)
Total Shareholders’ Equity		5,000,005		17,947
Total Liabilities and Shareholders’ Equity	$	346,418,802	$	436,792


	Three months ended		Six months ended
	June 30, 2021		June 30, 2021
Operating costs	$	314,044	$	682,492
Loss from operations		(314,044)		(682,492)

Other income (expense):
Interest income on operating account		20		42
Interest earned on cash and investments held in Trust Account		17,993		77,870
Offering costs allocated to warrant liabilities		—		(1,534,661)
Change in fair value of warrant liabilities		(5,689,481)		16,138,969
Total other (expense) income		(5,671,468)		14,682,220

Net (loss) income	$	(5,985,512)	$	13,999,728

Weighted average shares outstanding of Class A redeemable ordinary shares		34,500,000		34,500,000
Basic and diluted net income per share, Class A redeemable ordinary shares	$	0.00	$	0.00
Weighted average shares outstanding of Class B non-redeemable ordinary shares		8,625,000		8,575,276
Basic net (loss) income per share, Class B non-redeemable ordinary shares	$	(0.70)	$	1.62
Weighted average shares outstanding of Class B non-redeemable ordinary shares		8,625,000		8,625,000
Diluted net (loss) income per share, Class B non-redeemable ordinary shares	$	(0.70)	$	1.61


	Class A			Class B			Additional		Retained Earnings		Total
	Common stock			Common stock			Paid-in		(Accumulated		Shareholder’s
	Shares	Amount		Shares	Amount		Capital		Deficit)		Equity
Balance as of December 31, 2020	—	$	—	8,625,000	$	863	$	24,137	$	(7,053)	$	17,947

Sale of units in initial public offering net of offering costs and initial fair value of public warrant liabilities	34,500,000		3,450	—		—		299,718,580		—		299,722,030

Net income	—		—	—		—		—		19,985,240		19,985,240

Class A ordinary shares subject to possible redemption	(31,472,521)		(3,147)	—		—		(299,742,717)		(14,979,346)		(314,725,210)

Balance as of March 31, 2021 (unaudited)	3,027,479	$	303	8,625,000	$	863	$	—	$	4,998,841	$	5,000,007
Net loss	—		—	—		—		—		(5,985,512)		(5,985,512)
Class A ordinary shares subject to possible redemption	598,551		60	—		—		—		5,985,450		5,985,510
Balance as of June 30, 2021 (unaudited)	3,626,030	$	363	8,625,000	$	863	$	—	$	4,998,779	$	5,000,005


Cash flows from operating activities:
Net income	$	13,999,728
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on cash and investments held in trust account		(77,870)
Change in fair value of warrant liabilities		(16,138,969)
Offering costs allocated to warrant liabilities		1,534,661
Changes in operating assets and liabilities:
Prepaid expenses		(473,669)
Other non-current assets		(242,349)
Accounts payable and accrued expenses		144,202
Net cash used in operating activities		(1,254,266)

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

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		624,914
Cash, beginning of period		—
Cash, end of the period	$	624,914

Supplemental disclosure of cash flow information:
Deferred underwriting commissions payable charged to additional paid-in capital	$	12,075,000
Initial value of Class A ordinary shares subject to possible redemption	$	287,820,090
Change in value of Class A ordinary shares subject to possible redemption	$	20,919,610


	Three Months Ended		Six Months Ended
	June 30,		June 30,
	2021		2021
Net Income per share for Class A ordinary share:
Interest income earned on securities held in the Trust Account	$	17,993	$	77,870
Less: Interest income available to the Company for taxes		—		—
Adjusted net income	$	17,993	$	77,870
Weighted average shares outstanding of Class A redeemable ordinary shares		34,500,000		34,500,000
Basic and diluted net loss per share, Class A redeemable ordinary shares	$	0.00	$	0.00
Net (Loss) Income per share for Class B ordinary share:
Net (loss) income	$	(5,985,512)	$	13,999,728
Less: Income attributable to Class A ordinary share		17,993		77,870
Adjusted net (loss) income	$	(6,003,505)	$	13,921,858
Weighted average shares outstanding of Class B non-redeemable ordinary shares		8,625,000		8,575,276
Basic net (loss) income per share, Class B non-redeemable ordinary shares	$	(0.70)	$	1.62
Weighted average shares outstanding of Class B non-redeemable ordinary shares		8,625,000		8,625,000
Diluted net (loss) income per share, Cass B non-redeemable ordinary shares	$	(0.70)	$	1.61


			Quoted Prices In		Significant Other		Significant Other
			Active Markets		Observable Inputs		Unobservable Inputs
	June 30, 2021		(Level 1)		(Level 2)		(Level 3)
Assets:
Cash and investments held in Trust Account	$	345,077,870	$	345,077,870	$	—	$	—
	$	345,077,870	$	345,077,870	$	—	$	—
Liabilities:
Public Warrants: Liabilities	$	13,160,025	$	13,160,025	$	—	$	—
Private Placement Warrants: Liabilities		7,186,956		—		—		7,186,956
	$	20,346,981	$	13,160,025	$	—	$	7,186,956



	June 30, 2021
Inputs
Risk-free interest rate		1.00	%
Expected term (years)		0.76
Expected volatility		10.0	%
Notional Exercise price	$	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
Change in fair value of derivative warrant liabilities		2,016,956
Derivative warrant liabilities at June 30, 2021	$	7,186,956


Exhibit Number		Description
31.1*		Certification of Principal Executive Officer and Principal Financial and Accounting Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted 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 18 U.S.C. Section 1350, as Adopted 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)

Dated: August 16, 2021	POEMA GLOBAL HOLDINGS CORP.
	By:	/s/ Homer Sun
	Name:	Homer Sun
	Title:	Chief Executive Officer

SEC Form 10-Q filed by Poema Global Holdings Corp.