SEC Form SC 13G/A filed by Gores Guggenheim Inc. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. 1 )*
Under the Securities Exchange Act of 1934
Gores Guggenheim, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.0001
(Title of Class of Securities)
38286Q107
(CUSIP Number)
June 23, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☐ | Rule 13d-1(c) |
| ☒ | Rule 13d-1(d) |
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 38286Q107
| 1 |
NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Gores Guggenheim Sponsor LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
OO (Delaware limited liability company) | |||||
Page 2 of 13
CUSIP No. 38286Q107
| 1 |
NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
GG Sponsor, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
OO (Delaware limited liability company) | |||||
Page 3 of 13
CUSIP No. 38286Q107
| 1 |
NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
AEG Holdings, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
OO (Delaware limited liability company) | |||||
Page 4 of 13
CUSIP No. 38286Q107
| 1 |
NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Alec Gores | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
IN | |||||
Page 5 of 13
CUSIP No. 38286Q107
| 1 |
NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
GGP Sponsor Holdings, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
OO (Delaware limited liability company) | |||||
Page 6 of 13
CUSIP No. 38286Q107
| 1 |
NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Andrew M. Rosenfield | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
IN | |||||
Page 7 of 13
CUSIP No. 38286Q107
| Item 1. | (a) Name of Issuer | |
| Gores Guggenheim, Inc. (the “Issuer”) | ||
| (b) Address of Issuer’s Principal Executive Offices | ||
| 6260 Lookout Road Boulder, CO 80301 | ||
| Item 2. | (a) Name of Person Filing | |
| The information required by this Item is set forth in Appendix 1 attached hereto and incorporated by reference herein. This statement is being filed pursuant to a Joint Filing Agreement attached hereto as Exhibit 1 by (i) Gores Guggenheim Sponsor LLC (“Sponsor”), (ii) GG Sponsor, LLC, a managing member of Sponsor (“GG”), (iii) AEG Holdings, LLC, the managing member of GG (“AEG”), (iv) Alec Gores, the managing member of AEG (“Mr. Gores”), (v) GGP Sponsor Holdings, LLC (“GGP”), a managing member of Sponsor and (vi) Andrew M. Rosenfield, the manager of GGP (“Mr. Rosenfield” and, collectively, the “Reporting Persons”). | ||
| (b) Address of Principal Business Office or, if none, Residence | ||
| The information required by this Item with respect to each Reporting Person is set forth in Appendix 1 hereto. | ||
| (c) Citizenship | ||
| The information required by this Item with respect to each Reporting Person is set forth in Appendix 1 hereto. | ||
| (d) Title of Class of Securities | ||
| Class A Common Stock, par value $0.0001 per share, of the Issuer (“Class A Common Stock”). | ||
| (e) CUSIP Number | ||
| 38286Q107 | ||
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: | |
Not applicable.
| Item 4. | Ownership. |
| Until June 23, 2022, as previously reported on the Statement on Schedule 13G initially filed by the Reporting Persons on February 14, 2022, the Sponsor directly held shares of Class F common stock, par value $0.0001 per share (the “Class F Shares”) and each of the Reporting Persons had an indirect interest therein resulting in the beneficial ownership thereof. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the Class F Shares had no expiration date and (i) would be convertible into shares of Class A Common Stock of the Issuer at any time at the option of the holder on a one-for-one basis and (ii) would automatically convert into shares of Class A Common Stock at the time of the Issuer’s initial business combination on a one-for-one basis, in each case, subject to adjustment as described under the heading “Description of Securities-Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-253338). |
Page 8 of 13
CUSIP No. 38286Q107
| On June 23, 2022, pursuant to that certain Business Combination Agreement, dated as of September 27, 2021, by and among the Issuer, Polestar Automotive Holding UK Limited (“Polestar”) and the other parties thereto, as amended by Amendment No. 1 thereto, dated as of December 17, 2021, Amendment No. 2 thereto, dated as of March 24, 2022, and Amendment No. 3 thereto, dated as of April 21, 2022, the Issuer completed its initial business combination (the “Business Combination”). Pursuant to the terms of the Business Combination, Sponsor forfeited 1,540,835 Class F Shares immediately prior to the consummation of the Business Combination.
Pursuant to the terms of the Business Combination, each remaining Class F Share following the forfeiture described above was converted in the Business Combination into the right to receive one American Depositary Share with respect to an underlying Class A ordinary share of Polestar.
None of the Reporting Persons continues to own, directly or indirectly, any securities of the Issuer. None of the Reporting Persons currently beneficially owns 5% or more of the outstanding Class A ordinary shares of Polestar. |
The following sets forth the beneficial ownership of the Class A Common Stock by each of the Reporting Persons as of immediately following the Business Combination:
| (a) Amount beneficially owned: | ||
| (i) Sponsor is the beneficial owner of 0 shares of Class A Common Stock. | ||
| (ii) GG is the beneficial owner of 0 shares of Class A Common Stock. | ||
| (iii) AEG is the beneficial owner of 0 shares of Class A Common Stock. | ||
| (iv) Mr. Gores is the beneficial owner of 0 shares of Class A Common Stock. | ||
| (v) GGP is the beneficial owner of 0 shares of Class A Common Stock. | ||
| (vi) Mr. Rosenfield is the beneficial owner of 0 shares of Class A Common Stock. | ||
| (b) Percent of class: | ||
| (i) 0.0% for Sponsor; | ||
| (ii) 0.0% for GG; | ||
| (iii) 0.0% for AEG; | ||
| (iv) 0.0% for Mr. Gores; | ||
| (v) 0.0% for GGP; and | ||
| (vi) 0.0% for Mr. Rosenfield. | ||
| (c) Number of shares as to which the person has: | ||
| (i) sole power to vote or to direct the vote of: | ||
0 shares for Sponsor;
0 shares for GG;
0 shares for AEG;
0 shares for Mr. Gores;
0 shares for GGP; and
0 shares for Mr. Rosenfield
Page 9 of 13
CUSIP No. 38286Q107
| (ii) | shared power to vote or to direct the vote of: |
0 shares for Sponsor;
0 shares for GG;
0 shares for AEG;
0 shares for Mr. Gores;
0 shares for GGP; and
0 shares for Mr. Rosenfield.
| (iii) | sole power to dispose or to direct the disposition of: |
0 shares for Sponsor;
0 shares for GG;
0 shares for AEG;
0 shares for Mr. Gores;
0 shares for GGP; and
0 shares for Mr. Rosenfield.
| (iv) | shared power to dispose or to direct the disposition of: |
0 shares for Sponsor;
0 shares for GG;
0 shares for AEG;
0 shares for Mr. Gores;
0 shares for GGP; and
0 shares for Mr. Rosenfield.
| Item 5. | Ownership of Five Percent or Less of a Class. |
The Reporting Persons no longer beneficially own 5% or more of the shares of Class A Common Stock.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
Page 10 of 13
CUSIP No. 38286Q107
| Item 10. | Certification. |
Not applicable.
Page 11 of 13
CUSIP No. 38286Q107
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: August 8, 2022
| GORES GUGGENHEIM SPONSOR LLC, |
| By: GG Sponsor, LLC, its managing member |
| By: AEG Holdings, LLC, its sole member |
| /s/ Alec Gores |
| Name: Alec Gores |
| Title: Managing Member |
| and |
| By: GGP Sponsor Holdings LLC, its managing member |
| /s/ Andrew McBride |
| Name: Andrew McBride |
| Title: Attorney-in-Fact |
| GG SPONSOR, LLC |
| By: AEG Holdings, LLC, its sole member |
| /s/ Alec Gores |
| Name: Alec Gores |
| Title: Managing Member |
| AEG HOLDINGS, LLC |
| /s/ Alec Gores |
| Name: Alec Gores |
| Title: Managing Member |
| ALEC GORES |
| /s/ Alec Gores |
| Alec Gores |
| GGP SPONSOR HOLDINGS, LLC |
| /s/ Andrew McBride |
| Name: Andrew McBride |
| Title: Attorney-in-Fact |
| ANDREW M. ROSENFIELD |
| /s/ Andrew McBride |
| Name: Andrew McBride |
| Title: Attorney-in-Fact |
Page 12 of 13
Appendix 1
ADDRESS, ORGANIZATION AND PRINCIPAL BUSINESS OF EACH REPORTING PERSON REQUIRED BY ITEMS 2(b) AND (c):
| NAME OF PERSON FILING | PRINCIPAL BUSINESS OFFICE ADDRESS | PLACE OF ORGANIZATION | ||
| Gores Guggenheim Sponsor LLC | 6260 Lookout Road Boulder, CO 80301 |
Delaware limited liability company | ||
| GG Sponsor, LLC | 6260 Lookout Road Boulder, CO 80301 |
Delaware limited liability company | ||
| AEG Holdings, LLC | 6260 Lookout Road Boulder, CO 80301 |
Delaware limited liability company | ||
| Alec Gores | c/o AEG Holdings, LLC 6260 Lookout Road Boulder, CO 80301 |
United States citizen | ||
| GGP Sponsor Holdings, LLC | c/o Gores Guggenheim, Inc 6260 Lookout Road Boulder, CO 80301 |
Delaware limited liability company | ||
| Andrew M. Rosenfield | c/o Gores Guggenheim, Inc. 6260 Lookout Road Boulder, CO 80301 |
United States citizen | ||
Page 13 of 13