ggpi-10q_20220331.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 March 31, 2022

☐	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	The Nasdaq Stock Market, LLC
Warrants	GGPIW	The Nasdaq Stock Market, LLC
Units	GGPIU	The Nasdaq Stock Market, LLC

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 aggregate market value of the registrant’s Class A Common Stock outstanding, other than shares held by persons who may be deemed affiliates of the registrant, at June 30, 2021, computed by reference to the closing price for the Class A Common Stock on such date, as reported on the Nasdaq Stock Market LLC, was, $781.2m.

As of May 16, 2022, 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.	Unaudited, Condensed Interim Financial Statements

Condensed Balance Sheets as of March 31, 2022 and December 31, 2021		3

Condensed Statements of Operations for the Three Months Ended March 31, 2022 and 2021 (Unaudited)		4

Condensed Statements of Changes in Stockholders’ Deficit for the Three Months Ended March 31, 2022 and 2021 (Unaudited)		5

Condensed Statements of Cash Flows for the Three Months Ended March 31, 2022 and 2021 (Unaudited)		6

Notes to Unaudited, Interim, Condensed Financial Statements		7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36

Item 4.	Controls and Procedures	37

PART II—OTHER INFORMATION		38

Item 1.	Legal Proceedings	38

Item 1A.	Risk Factors	38

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	40

Item 3.	Defaults Upon Senior Securities	41

Item 4.	Mine Safety Disclosures	41

Item 5.	Other Information	41

Item 6.	Exhibits	42

GORES GUGGENHEIM, INC.

CONDENSED BALANCE SHEETS

	March 31, 2022		December 31, 2021
	(unaudited)		(audited)
CURRENT ASSETS:
Cash and cash equivalents	$	350,209	$	302,504
Prepaid assets		1,237,592		1,477,280
Total current assets		1,587,801		1,779,784
Investments and cash held in Trust Account		800,136,676		800,056,447
Total assets	$	801,724,477	$	801,836,231

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accrued expenses	$	7,849,812	$	6,729,383
State franchise tax accrual		50,000		200,000
Public warrants derivative liability		50,720,000		61,440,000
Private warrants derivative liability		28,530,000		34,560,000
Notes and advances payable - related party		2,500,000		2,000,000
Total current liabilities		89,649,812		104,929,383
Deferred underwriting compensation		28,000,000		28,000,000
Total liabilities	$	117,649,812	$	132,929,383

Commitments and contingencies

SEC Form 10-Q filed by Gores Guggenheim Inc.