Item 8.01 Other Events.
On May 25, 2022, Gores Guggenheim, Inc. (the "Company") issued a press release
announcing that the Company has filed a definitive proxy statement/prospectus
with the SEC in connection with the previously announced proposed business
combination (the "Business Combination") contemplated by that certain business
combination agreement, dated September 27, 2021, (as amended, 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.
The press release announced that the Company would hold a special meeting of the
Company's stockholders on June 22, 2022 (the "Special Meeting") at which the
Company's stockholders would vote on the proposed Business Combination and other
related matters. The press release further announced that also on June 22, 2022,
the Company would hold a meeting of the Company's public warrant holders (the
"Warrant Holder Meeting") at which such warrant holders would vote on the
warrant amendment proposal and other related matters. In light of public health
concerns regarding the coronavirus (COVID-19) pandemic, the Special Meeting will
be held via live webcast at www.meetnow.global/MYGAWFM, on June 22, 2022 at 9:30
a.m. Eastern Time and the Warrant Holder Meeting will be held via live webcast
at www.meetnow.global/MYVPLYT, on June 22, 2022 at 10:00 a.m. Eastern Time. A
copy of the press release is attached hereto as Exhibit 99.1 and incorporated by
reference herein.
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 proposed Business Combination and any
definitive agreements with respect thereto; (c) the inability to complete the
proposed Business Combination due to the failure to obtain approval of the
stockholders of the Company, to obtain financing to complete the proposed
Business Combination or to satisfy other conditions to Closing; (d) changes to
the proposed structure of the proposed 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 proposed Business Combination; (e) the
ability to meet stock exchange listing standards following the consummation of
the proposed Business Combination; (f) the risk that the proposed Business
Combination disrupts current plans and operations of Polestar as a result of the
announcement and consummation of the proposed Business Combination; (g) the
ability to recognize the anticipated benefits of the proposed 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 proposed Business Combination; (i) risks
associated with changes in applicable laws or regulations and Polestar's
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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 Volvo Cars and Geely 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,
inflation, interest rate changes, the ongoing conflict between Ukraine and
Russia, supply chain disruptions and logistical constraints 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 Definitive Proxy Statement. 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 press release 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 proxy statement of the
Company and a prospectus, which the SEC declared effective on May 25, 2022 and
(b) the Company has filed 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 and
warrant holders, each as of May 18, 2022, the record date established for voting
on the proposed Business Combination and the other matters to be voted upon at
the Special Meeting and Warrant Holder Meeting. The Definitive Proxy Statement
contains important information about the proposed Business Combination and the
other matters to be voted upon at the meetings of the Company's stockholders and
warrant holders. This press release 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 proposed Business Combination. Before making any voting or other
investment decisions, securityholders of the Company and other interested
persons are advised to read the Definitive Proxy Statement and other documents
filed or to be filed in connection with the proposed Business Combination, as
these materials will contain important information about the Company, Polestar,
ListCo and the proposed Business Combination. Stockholders will also be able to
obtain copies of 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.
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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.
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 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 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
99.1 Press Release dated May 25, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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