Current Report Filing (8-k)
June 27 2022 - 06:14AM
Edgar (US Regulatory)
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0001847127 us-gaap:CapitalUnitsMember 2022-06-23 2022-06-23
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 27, 2022
(June 23, 2022)
GORES GUGGENHEIM, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-40265 |
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85-4385646 |
(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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6260 Lookout Road
Boulder, CO
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80301 |
(Address of principal executive
offices) |
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(Zip Code) |
(310) 209-3010
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the
following provisions:
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☐ |
Written communication pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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☐ |
Pre-commencements
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class
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Trading
Symbols
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Name of each exchange
on which registered
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Class A Common
Stock |
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GGPI |
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Nasdaq Capital Market |
Warrants |
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GGPIW |
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Nasdaq Capital Market |
Units |
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GGPIU |
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Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of
1934 (§240.12b-2 of this
chapter).
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. ☐
Item 7.01 |
Regulation FD Disclosure.
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On June 23, 2022, Gores Guggenheim, Inc. (“GGI”) consummated the
transactions contemplated by that certain Business Combination
Agreement, dated September 27, 2021 (as amended by that
certain amendment dated December 17, 2021 (“BCA Amendment No. 1”), that certain
amendment dated March 24, 2022 (“BCA Amendment No. 2”) and that certain
amendment dated April 21, 2022 (“BCA Amendment No. 3”), the “Business Combination
Agreement”), GGI, 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 (“Merger Sub”), including, among
other things, the merger of Merger Sub with and into GGI, with GGI
surviving the merger as a wholly owned subsidiary of ListCo (the
“Merger” and,
together the other transactions contemplated by the Business
Combination Agreement, the “Business Combination”).
The Company issued a press release announcing the consummation of
the Business Combination. A copy of the press release is attached
as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 and Exhibit 99.1 attached hereto
shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to the liabilities of that section, nor shall
it be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act, except as
expressly set forth by specific reference in such filing.
Item 9.01 |
Financial Statements and Exhibits.
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(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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Gores Guggenheim, Inc. |
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Date: June 27, 2022 |
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By: |
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/s/ Jan Mikael Alkmark
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Name: |
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Jan Mikael
Alkmark |
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Title: |
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Director |
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By: |
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/s/ Gegor Hembrough
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Name: |
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Gregor
Hembrough |
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Title: |
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Director |
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