UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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 (
(Exact name of registrant as specified in its charter)
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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).
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| 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 |
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 | |||||