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    Gores Guggenheim Inc. filed SEC Form 8-K: Regulation FD Disclosure, Financial Statements and Exhibits

    6/27/22 6:13:57 AM ET
    $GGPI
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    8-K
    false 0001847127 0001847127 2022-06-23 2022-06-23 0001847127 us-gaap:CommonClassAMember 2022-06-23 2022-06-23 0001847127 us-gaap:WarrantMember 2022-06-23 2022-06-23 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)

     

     

     

    Delaware   001-40265   85-4385646

    (State or other jurisdiction

    of incorporation)

     

    (Commission

    File Number)

     

    (I.R.S. Employer

    Identification No.)

     

    6260 Lookout Road

    Boulder, CO

      80301
    (Address of principal executive offices)   (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:

     

      ☐

    Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     

      ☐

    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     

      ☐

    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     

      ☐

    Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of each class

     

    Trading

    Symbols

     

    Name of each exchange

    on which registered

    Class A Common Stock   GGPI   Nasdaq Capital Market
    Warrants   GGPIW   Nasdaq Capital Market
    Units   GGPIU   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.

    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.

    (d) Exhibits

     

    Exhibit
    No.

      

    Exhibit

    99.1    Press Release dated June 23, 2022
    104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


    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.

     

        Gores Guggenheim, Inc.
    Date: June 27, 2022    
        By:  

    /s/ Jan Mikael Alkmark

        Name:   Jan Mikael Alkmark
        Title:   Director
        By:  

    /s/ Gegor Hembrough

        Name:   Gregor Hembrough
        Title:   Director
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