0001104659-22-021015.txt : 20220214 0001104659-22-021015.hdr.sgml : 20220214 20220214060535 ACCESSION NUMBER: 0001104659-22-021015 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20220214 DATE AS OF CHANGE: 20220214 GROUP MEMBERS: EMMANUEL DESOUSA GROUP MEMBERS: HOMER SUN GROUP MEMBERS: JOAQUIN RODRIGUEZ TORRES GROUP MEMBERS: MARC CHAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Poema Global Holdings Corp. CENTRAL INDEX KEY: 0001826333 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-91976 FILM NUMBER: 22624460 BUSINESS ADDRESS: STREET 1: C/O MAPLES CORPORATE SERVICES LIMITED STREET 2: PO BOX 309, UGLAND HOUSE, CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 852-2508-7288 MAIL ADDRESS: STREET 1: C/O MAPLES CORPORATE SERVICES LIMITED STREET 2: PO BOX 309, UGLAND HOUSE, CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 FORMER COMPANY: FORMER CONFORMED NAME: POEMA Global Holdings Corp. DATE OF NAME CHANGE: 20200928 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Poema Global Partners LLC CENTRAL INDEX KEY: 0001838971 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O PRINCEVILLE CAPITAL STREET 2: 101 NATOMA STREET, 2F CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 415-432-8880 MAIL ADDRESS: STREET 1: C/O PRINCEVILLE CAPITAL STREET 2: 101 NATOMA STREET, 2F CITY: SAN FRANCISCO STATE: CA ZIP: 94105 SC 13G 1 tm225561d1_sc13g.htm SC 13G

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

(Rule 13d-102)

Information to Be Included in Statements Filed Pursuant to § 240.13d-1 (b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2

 

 

Under the Securities Exchange Act of 1934

 

 

Poema Global Holdings Corp.

(Name of Issuer)

 

CLASS A ORDINARY SHARES, $0.0001 PAR VALUE PER SHARE

(Title of Class of Securities)

 

G7154B107

(CUSIP Number)

 

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

 

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨ Rule 13d-1(b)

 

¨ Rule 13d-1(c)

 

x Rule 13d-1(d)

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

CUSIP No. G7154B107Schedule 13GPage 1 of 9

 

             
  1   

NAME OF REPORTING PERSONS

 

Poema Global Partners LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

    

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

   

SOLE VOTING POWER

 

8,525,000(1)

  6  

SHARED VOTING POWER

 

0

  7  

SOLE DISPOSITIVE POWER

 

8,525,000(1)

  8  

SHARED DISPOSITIVE POWER

 

0

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

8,525,000(1)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)  ¨

 

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

19.8%(1)(2)

12  

TYPE OF REPORTING PERSON (See Instructions)

 

OO

 

 

 

CUSIP No. G7154B107Schedule 13GPage 2 of 9

 

             
  1   

NAME OF REPORTING PERSONS

 

Emmanuel DeSousa

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Portugal

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

   

SOLE VOTING POWER

 

8,525,000(1)

  6  

SHARED VOTING POWER

 

0

  7  

SOLE DISPOSITIVE POWER

 

8,525,000(1)

  8  

SHARED DISPOSITIVE POWER

 

0

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

8,525,000(1)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)  ¨

 

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

19.8%(1)(2)

12  

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

 

CUSIP No. G7154B107Schedule 13GPage 3 of 9

 

             
  1   

NAME OF REPORTING PERSONS

 

Joaquin Rodriguez Torres

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Spain

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

   

SOLE VOTING POWER

 

8,525,000(1)

  6  

SHARED VOTING POWER

 

0

  7  

SOLE DISPOSITIVE POWER

 

8,525,000(1)

  8  

SHARED DISPOSITIVE POWER

 

0

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

8,525,000(1)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)  ¨

 

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

19.8%(1)(2)

12  

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

 

CUSIP No. G7154B107Schedule 13GPage 4 of 9

 

             
  1   

NAME OF REPORTING PERSONS

 

Homer Sun

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

   

SOLE VOTING POWER

 

8,525,000(1)

  6  

SHARED VOTING POWER

 

0

  7  

SOLE DISPOSITIVE POWER

 

8,525,000(1)

  8  

SHARED DISPOSITIVE POWER

 

0

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

8,525,000(1)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)  ¨

 

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

19.8%(1)(2)

12  

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

 

CUSIP No. G7154B107Schedule 13GPage 5 of 9

 

             
  1   

NAME OF REPORTING PERSONS

 

Marc Chan

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Canada

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

   

SOLE VOTING POWER

 

8,525,000(1)

  6  

SHARED VOTING POWER

 

0

  7  

SOLE DISPOSITIVE POWER

 

8,525,000(1)

  8  

SHARED DISPOSITIVE POWER

 

0

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

8,525,000(1)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)  ¨

 

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

19.8%(1)(2)

12  

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 
(1) See Item 4. Represents 8,525,000 Class B ordinary shares, $0.0001 par value per share, of the Issuer (the “Class B ordinary shares”) directly held by Poema Global Partners LLC (the “Sponsor”) and which will automatically convert into the Class A ordinary shares, $0.0001 par value per share, of the Issuer (the “Class A ordinary shares”) at the time of the Issuer’s initial business combination and as more fully described under the heading “Description of Securities—Founder Shares” in the Issuer’s Prospectus filed with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended, on January 5, 2021 (File Nos. 333-251466 and 333-251907) (the “IPO Prospectus”) or the Issuer’s amended and restated memorandum and articles of association.
               

(2) Based on 34,500,000 Class A ordinary shares, $0.0001 par value, and 8,625,,000 Class B ordinary shares, $0.0001 par value, issued and outstanding as of January 5, 2022 as reported in the Issuer’s Quarterly Report on Form 10-Q/A filed with the Securities and Exchange Commission on January 6, 2022 and assuming the conversion of all the shares of Class B ordinary shares into Class A ordinary shares.

 

 

CUSIP No. G7154B107Schedule 13GPage 6 of 9

 

Item 1.  

 

(a) Name of Issuer.

 

Poema Global Holdings Corp. (the “Issuer”)

 

(b) Address of Issuer’s Principal Executive Offices.

 

101 Natoma St., 2F, San Francisco, CA 94105

 

Item 2.  

 

(a) Name of Person Filing.

 

This Schedule 13G is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons”:

 

(i) Poema Global Partners LLC (the “Sponsor”);

 

(ii) Emmanuel DeSousa;

 

(iii) Joaquin Rodriguez Torres;

 

(iv) Homer Sun; and

 

(v) Marc Chan

 

(b) Address of Principal Business Office or, if none, Residence.

 

The principal business office of each of the Reporting Persons is:

101 Natoma St., 2F, San Francisco, CA 94105

 

(c) Citizenship.

 

See responses to Item 4 on each of the cover pages of this Schedule 13G.

 

(d) Title of Class of Securities.

 

Class A ordinary shares, $0.0001 par value per share.

 

(e) CUSIP Number.

 

G7154B107.

 

 

CUSIP No. G7154B107Schedule 13GPage 7 of 9

 

Item 3. If this statement is filed pursuant to Rule 13d-1(b) or Rule 13d-2(b) or (c), check whether the person filing is:

 

  ¨ (a) a broker or dealer registered under Section 15 of the Exchange Act.
     
  ¨ (b) a bank as defined in Section 3(a)(6) or the Exchange Act.
     
  ¨ (c) an insurance company as defined in Section 3(a)(19) of the Exchange Act.
     
  ¨ (d) an investment company registered under Section 8 of the Investment Company Act.
     
  ¨ (e) an investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
     
  ¨ (f) an employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
     
  ¨ (g) a parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
     
  ¨ (h) a savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
     
  ¨ (i) a church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
     
  ¨ (j) a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J).
     
  ¨ (k) a group in accordance with Rule 13d-1(b)(1)(ii)(K).
     
  x Not applicable

 

Item 4. Ownership.

 

The responses to Items 5 to 11 of each of the cover pages of this Schedule 13G are incorporated herein by reference.

 

As of December 31, 2021, the Reporting Persons hold 8,525,000 Class B ordinary shares, representing 19.8% of the Issuer’s issued and outstanding ordinary shares and assuming the conversion of all Class B ordinary shares into Class A ordinary shares.

 

The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Issuer’s initial business combination or earlier at the option of the holders thereof at a one-for-one basis, subject to adjustment, as more fully described in the Issuer’s amended and restated memorandum and articles of association or under the heading “Description of Securities—Founder Shares” in the issuer’s IPO prospectus.

 

The Sponsor is the record holder of the securities reported herein. Emmanuel DeSousa, Joaquin Rodriguez Torres, Homer Sun and Marc Chan are managing members of the Sponsor and may be deemed to have beneficial ownership of the securities held directly by the Sponsor.

 

Item 5. Ownership of Five Percent or Less of a Class.

 

Not applicable.

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

 

Not applicable.

 

Item 8. Identification and Classification of Member of the Group.

 

Not applicable.

 

Item 9. Notice of Dissolution of Group.

 

Not applicable.

 

Item 10. Certification.

 

Not applicable.

***

 

 

CUSIP No. G7154B107Schedule 13GPage 8 of 9

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 14, 2022

 

  Poema Global Partners LLC
   
  By:    /s/ Homer Sun
    Name:  Homer Sun
    Title:    Authorized Signatory
   
Dated: February 14, 2022  
   
  By: /s/ Emmanuel DeSousa
    Emmanuel DeSousa
   
Dated: February 14, 2022  
   
  By: /s/ Joaquin Rodriguez Torres
    Joaquin Rodriguez Torres
   
Dated: February 14, 2022  
   
  By: /s/ Homer Sun
    Homer Sun
   
Dated: February 14, 2022  
   
  By: /s/ Marc Chan
    Marc Chan

 

 

CUSIP No. G7154B107Schedule 13GPage 9 of 9

 

Exhibit Index

     
Exhibit No.   Description
   
99.1   Joint Filing Agreement, dated as of February 14, 2022, by and among Poema Global Partners LLC, Emmanuel DeSousa, Joaquin Rodriguez Torres, Homer Sun and Marc Chan.

 

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations

(See 18 U.S.C. 1001)

 

 

 

EX-99.1 2 tm225561d1_ex99-1.htm EXHIBIT 99.1

 

EXHIBIT 99.1

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the ordinary shares, $0.0001 par value per share, of Poema Global Holdings Corp., and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.

 

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

 

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

 

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 14, 2022.

 

  Poema Global Partners LLC
     
  By: /s/ Homer Sun  
    Name:   Homer Sun
    Title:     Authorized Signatory

 

  By: /s/ Emmanuel DeSousa  
    Emmanuel DeSousa

 

   
  By: /s/ Joaquin Rodriguez Torres  
    Joaquin Rodriguez Torres

 

  By: /s/ Homer Sun  
    Homer Sun

 

  By: /s/ Marc Chan  
    Marc Chan