ggpi-10q_20210930.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2021

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

Commission File Number: 001-40265

GORES GUGGENHEIM, INC.

(Exact name of registrant as specified in its Charter)

Delaware		85-4385646
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

6260 Lookout Rd.
Boulder, CO		80301
(Address of principal executive offices)		(Zip Code)

(310) 209-3010

(Registrant’s telephone number, including area code)

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: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definition of “large accelerated filer”, “accelerated filer”, “smaller reporting company,” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act). Yes ☒ No ☐

The registrant was not a public company as of June 30, 2020 and therefore it cannot calculate the aggregate market value of its voting and non-voting common equity held by non-affiliates as of such date.

As of November 12, 2021, there were 80,000,000 shares of the Company’s Class A Common Stock, par value $0.0001 per share, and 20,000,000 shares of the Company’s Class F common stock, par value $0.0001 per share, issued and outstanding.

TABLE OF CONTENTS

		Page
PART I—FINANCIAL INFORMATION

Item 1.	Financial Statements

Balance Sheets (Unaudited)		3

Statements of Operations (Unaudited)		4

Statements of Changes in Stockholders’ Equity (Deficit) (Unaudited)		5

Statement of Cash Flows (Unaudited)		6

Notes to Interim Financial Statements (Unaudited)		7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	33

Item 4.	Controls and Procedures	34

PART II—OTHER INFORMATION		35

Item 1.	Legal Proceedings	35

Item 1A.	Risk Factors	35

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35

Item 3.	Defaults Upon Senior Securities	36

Item 4.	Mine Safety Disclosures	36

Item 5.	Other Information	36

Item 6.	Exhibits	37

GORES GUGGENHEIM, INC.

BALANCE SHEETS

	September 30, 2021			December 31, 2020
	(unaudited)			(audited)
CURRENT ASSETS:
Cash and cash equivalents	$	488,171		$	—
Prepaid assets		1,812,819			—
Total current assets		2,300,990			—
Investments and cash held in Trust Account		800,039,544			—
Total assets	$	802,340,534		$	—

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accrued expenses, formation and offering costs	$	4,687,724		$	1,332
State franchise tax accrual		150,000			450
Public warrants derivative liability		33,280,000			—
Private warrants derivative liability		18,720,000			—
Notes and advances payable - related party		2,000,000			—
Total current liabilities		58,837,724			1,782
Deferred underwriting compensation		28,000,000			—
Total liabilities	$	86,837,724		$	1,782

Commitments and contingencies
Class A subject to possible redemption, 80,000,000 and -0- shares at September 30, 2021 and December 31, 2020, respectively (at redemption value of $10 per share)		800,000,000			—

Stockholders’ equity (deficit):
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued or outstanding		—			—
Common stock
Class A Common Stock, $0.0001 par value; 400,000,000 shares authorized		—			—
Class F Common Stock, $0.0001 par value; 40,000,000 shares authorized, 20,000,000 and -0- shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively		2,000			—
Additional paid-in-capital		—			—
Accumulated deficit		(84,499,190	)		(1,782	)

Total stockholders’ equity (deficit)		(84,497,190	)		(1,782	)

Total liabilities and stockholders’ equity (deficit)	$	802,340,534		$	—

See accompanying notes to the unaudited, interim financial statements.

GORES GUGGENHEIM, INC.

STATEMENTS OF OPERATIONS

(Unaudited)

	Three				Nine
	Months Ended				Months Ended
	September 30, 2021				September 30, 2021
Revenues		—				—
Professional fees and other expenses		(4,989,546	)			(5,652,113	)
State franchise taxes, other than income tax		(50,000	)			(150,000	)
Loss from change in fair value of warrant liability		(17,750,000	)			(28,750,000	)
Allocated expense for warrant issuance cost		—				(832,496	)
Net loss from operations		(22,789,546	)			(35,384,609	)
Other income - interest income		10,295				39,544
Net loss before income taxes	$	(22,779,251	)	$		(35,345,065	)
Provision for income tax		—				—
Net loss attributable to common shares	$	(22,779,251	)	$		(35,345,065	)

Net loss per ordinary share:
Class A Common Stock - basic and diluted	$	(0.23	)	$		(1.29	)
Class F Common Stock - basic and diluted	$	(0.23	)	$		(1.29	)

See accompanying notes to the unaudited, interim financial statements.

GORES GUGGENHEIM, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

(Unaudited)

	Three Months Ended September 30, 2021
	Class A Common Stock				Class F Common Stock					Additional		Accumulated			Stockholders'
	Shares		Amount			Shares		Amount		Paid-In Capital		Deficit			Equity (Deficit)
Balance at July 1, 2021		-	$	-			20,000,000	$	2,000	$	-	$	(61,719,939	)	$	(61,717,939	)
Net loss		-		-			-		-		-		(22,779,251	)		(22,779,251	)
Balance at September 30, 2021		-	$	-			20,000,000	$	2,000	$	-	$	(84,499,190	)	$	(84,497,190	)

	Nine Months Ended September 30, 2021
	Class A Common Stock				Class F Common Stock					Additional		Accumulated			Stockholders'
	Shares		Amount			Shares		Amount		Paid-In Capital		Deficit			Equity (Deficit)
Balance at January 1, 2021

SEC Form 10-Q filed by Gores Guggenheim Inc.