Item 1.01 Entry into a Material Definitive Agreement
Amendment to Business Combination Agreement
As previously disclosed, on September 27, 2021, Gores Guggenheim, Inc. (the
"Company") entered into a Business Combination Agreement (as amended by that
certain Amendment No. 1 to the Business Combination Agreement, dated
December 17, 2021 and that certain Amendment No. 2 to the Business Combination
Agreement, dated March 24, 2022, the "Business Combination Agreement"), by and
among the Company, Polestar Automotive Holding Limited, a Hong Kong incorporated
company ("Parent"), Polestar Automotive (Singapore) Pte. Ltd., a private company
limited by shares in Singapore, Polestar Holding AB, a private limited liability
company incorporated under the laws of Sweden, Polestar Automotive Holding UK
Limited, a limited company incorporated under the laws of England and Wales and
a direct wholly owned subsidiary of Parent ("ListCo"), and PAH UK Merger Sub
Inc., a Delaware corporation and a direct wholly owned subsidiary of ListCo.
On April 21, 2022, the parties to the Business Combination Agreement entered
into Amendment No. 3 to the Business Combination Agreement ("BCA Amendment
No. 3"). BCA Amendment No. 3 amends the Business Combination Agreement to extend
the Termination Date (as defined in the Business Combination Agreement) from
May 27, 2022 to June 24, 2022.
The foregoing description of BCA Amendment No. 3 does not purport to be complete
and is qualified in its entirety by the terms and conditions of BCA Amendment
No. 3, a copy of which is attached hereto as Exhibit 2.1 and is incorporated
herein by reference.
Forward-Looking Statements
Certain statements in this Current Report may be considered "forward-looking
statements" as defined in the Private Securities Litigation Reform Act of 1995.
Forward-looking statements generally relate to future events or the future
financial or operating performance of the Company and Polestar Performance AB
and its affiliates ("Polestar"). For example, projections of future revenue,
volumes and other metrics are forward-looking statements. In some cases, you can
identify forward-looking statements by terminology such as "may", "should",
"expect", "intend", "will", "estimate", "anticipate", "believe", "predict",
"potential", "forecast", "plan", "seek", "future", "propose" or "continue", or
the negatives of these terms or variations of them or similar terminology. Such
forward-looking statements are subject to risks, uncertainties, and other
factors which could cause actual results to differ materially from those
expressed or implied by such forward looking statements.
These forward-looking statements are based upon estimates and assumptions that,
while considered reasonable by the Company and its management, and Polestar and
its management, as the case may be, are inherently uncertain. Factors that may
cause actual results to differ materially from current expectations include, but
are not limited to: (a) the occurrence of any event, change or other
circumstances that could give rise to the termination of definitive agreements
with respect to proposed Business Combination; (b) the outcome of any legal
proceedings that may be instituted against the Company, the combined company or
others following the announcement of the Business Combination and any definitive
agreements with respect thereto; (c) the inability to complete the Business
Combination due to the failure to obtain approval of the stockholders of the
Company, to obtain financing to complete the Business Combination or to satisfy
other conditions to Closing; (d) changes to the proposed structure of the
Business Combination that may be required or appropriate as a result of
applicable laws or regulations or as a condition to obtaining regulatory
approval of the Business Combination; (e) the ability to meet stock exchange
listing standards following the consummation of the Business Combination;
(f) the risk that the Business Combination disrupts current plans and operations
of Polestar as a result of the announcement and consummation of the Business
Combination; (g) the ability to recognize the anticipated benefits of the
Business Combination, which may be affected by, among other things, competition,
the ability of the combined company to grow and manage growth profitably,
maintain relationships with customers and suppliers and retain its management
and key employees; (h) costs related to the Business Combination; (i) risks
associated with changes in applicable laws or regulations and Polestar's
international operations; (j) the possibility that Polestar or the combined
company may be adversely affected by other economic, business, and/or
competitive factors; (k) Polestar's estimates of expenses and profitability;
(l) Polestar's ability to maintain agreements or partnerships with its strategic
partners
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Volvo Cars and Zhejiang Geely Holding Group Co., Ltd and to develop new
agreements or partnerships; (m) Polestar's ability to maintain relationships
with its existing suppliers and strategic partners, and source new suppliers for
its critical components, and to complete building out its supply chain, while
effectively managing the risks due to such relationships; (n) Polestar's
reliance on its partnerships with vehicle charging networks to provide charging
solutions for its vehicles and its strategic partners for servicing its vehicles
and their integrated software; (o) Polestar's ability to establish its brand and
capture additional market share, and the risks associated with negative press or
reputational harm, including from lithium-ion battery cells catching fire or
venting smoke; (p) delays in the design, manufacture, launch and financing of
Polestar's vehicles and Polestar's reliance on a limited number of vehicle
models to generate revenues; (q) Polestar's ability to continuously and rapidly
innovate, develop and market new products; (r) risks related to future market
adoption of Polestar's offerings; (s) increases in costs, disruption of supply
or shortage of materials, in particular for lithium-ion cells or semiconductors;
(t) Polestar's reliance on its partners to manufacture vehicles at a high
volume, some of which have limited experience in producing electric vehicles,
and on the allocation of sufficient production capacity to Polestar by its
partners in order for Polestar to be able to increase its vehicle production
capacities; (u) risks related to Polestar's distribution model; (v) the effects
of competition and the high barriers to entry in the automotive industry, and
the pace and depth of electric vehicle adoption generally on Polestar's future
business; (w) changes in regulatory requirements, governmental incentives and
fuel and energy prices; (x) the impact of the global COVID-19 pandemic on the
Company, Polestar, Polestar's post business combination's projected results of
operations, financial performance or other financial metrics, or on any of the
foregoing risks; and (y) other risks and uncertainties set forth in the section
entitled "Risk Factors" and "Cautionary Note Regarding Forward-Looking
Statements" in the Company's final prospectus relating to its initial public
offering (File No. 333-253338) declared effective by the SEC on March 22, 2021,
and other documents filed, or to be filed, with the SEC by the Company or
ListCo, including the Registration/Proxy Statement and the Definitive Proxy
Statement (each, as defined below). There may be additional risks that neither
the Company, Polestar nor ListCo presently know or that the Company, Polestar or
ListCo currently believe are immaterial that could also cause actual results to
differ from those contained in the forward-looking statements. Nothing in this
Current Report should be regarded as a representation by any person that the
forward-looking statements set forth herein will be achieved or that any of the
contemplated results of such forward-looking statements will be achieved. You
should not place undue reliance on forward-looking statements, which speak only
as of the date they are made. Neither the Company, Polestar nor ListCo
undertakes any duty to update these forward-looking statements.
Additional Information
In connection with the proposed Business Combination, (a) ListCo has filed with
the SEC a registration statement on Form F-4 containing a preliminary proxy
statement of the Company and a preliminary prospectus (the "Registration/Proxy
Statement") and (b) the Company will file a definitive proxy statement relating
to the proposed Business Combination (the "Definitive Proxy Statement") and will
mail the Definitive Proxy Statement and other relevant materials to its
stockholders after the Registration/Proxy Statement is declared effective. The
Registration/Proxy Statement contains and the Definitive Proxy Statement will
contain important information about the proposed Business Combination and the
other matters to be voted upon at a meeting of the Company's stockholders to be
held to approve the proposed Business Combination. This Current Report does not
contain all the information that should be considered concerning the proposed
Business Combination and is not intended to form the basis of any investment
decision or any other decision in respect of the Business Combination. Before
making any voting or other investment decisions, securityholders of the Company
and other interested persons are advised to read the Registration/Proxy
Statement and the amendments thereto and the Definitive Proxy Statement and
other documents filed in connection with the proposed Business Combination, as
these materials will contain important information about the Company, Polestar,
ListCo and the Business Combination. When available, the Definitive Proxy
Statement and other relevant materials for the proposed Business Combination
will be mailed to stockholders of the Company as of a record date to be
established for voting on the proposed Business Combination. Stockholders will
also be able to obtain copies of the Registration/Proxy Statement, the
Definitive Proxy Statement and other documents filed with the SEC, without
charge, once available, at the SEC's website at www.sec.gov, or by directing a
request to: Gores Guggenheim, Inc., 6260 Lookout Rd., Boulder, CO 80301,
attention: Jennifer Kwon Chou.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR
DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY
PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY
OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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Participants in the Solicitation
The Company and its directors and executive officers may be deemed participants
in the solicitation of proxies from the Company's stockholders with respect to
the proposed Business Combination. A list of the names of those directors and
executive officers and a description of their interests in the Company is set
forth in the Company's filings with the SEC (including the Company's final
prospectus related to its initial public offering (File No. 333-253338) declared
effective by the SEC on March 22, 2021), and are available free of charge at the
SEC's web site at www.sec.gov, or by directing a request to Gores Guggenheim,
Inc., 6260 Lookout Rd., Boulder, CO 80301, attention: Jennifer Kwon Chou.
Additional information regarding the interests of such participants is contained
in the Registration/Proxy Statement and will be contained in the Definitive
Proxy Statement.
Polestar and ListCo, and certain of their directors and executive officers may
also be deemed to be participants in the solicitation of proxies from the
stockholders of the Company in connection with the proposed Business
Combination. A list of the names of such directors and executive officers and
information regarding their interests in the proposed Business Combination is
included in the Registration/Proxy Statement and will be included in the
Definitive Proxy Statement.
No Offer and Non-Solicitation
This Current Report is not a proxy statement or solicitation of a proxy, consent
or authorization with respect to any securities or in respect of the potential
transaction and shall not constitute an offer to sell or a solicitation of an
offer to buy the securities of the Company, Polestar or ListCo, nor shall there
be any sale of any such securities in any state or jurisdiction in which such
offer, solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of such state or jurisdiction. No offer
of securities shall be made except by means of a prospectus meeting the
requirements of the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Exhibit
2.1 BCA Amendment No. 3, dated April 21, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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