0000899243-22-024195.txt : 20220627 0000899243-22-024195.hdr.sgml : 20220627 20220627163049 ACCESSION NUMBER: 0000899243-22-024195 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220623 FILED AS OF DATE: 20220627 DATE AS OF CHANGE: 20220627 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Rosenfield Andrew CENTRAL INDEX KEY: 0001849193 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40265 FILM NUMBER: 221044978 MAIL ADDRESS: STREET 1: 227 W. MONROE STREET STREET 2: 49TH FLOOR CITY: CHICAGO STATE: IL ZIP: 60606 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GGP Sponsor Holdings, LLC CENTRAL INDEX KEY: 0001851724 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40265 FILM NUMBER: 221044980 BUSINESS ADDRESS: STREET 1: 6260 LOOKOUT ROAD CITY: BOULDER STATE: CO ZIP: 80301 BUSINESS PHONE: (303) 531-3100 MAIL ADDRESS: STREET 1: 6260 LOOKOUT ROAD CITY: BOULDER STATE: CO ZIP: 80301 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Gores Guggenheim, Inc. CENTRAL INDEX KEY: 0001847127 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 854385646 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 6260 LOOKOUT ROAD CITY: BOULDER STATE: CO ZIP: 80301 BUSINESS PHONE: 303-531-3100 MAIL ADDRESS: STREET 1: 6260 LOOKOUT ROAD CITY: BOULDER STATE: CO ZIP: 80301 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-06-23 1 0001847127 Gores Guggenheim, Inc. GGPI 0001851724 GGP Sponsor Holdings, LLC C/O GORES GUGGENHEIM, INC. 6260 LOOKOUT ROAD BOULDER CO 80301 1 0 1 0 0001849193 Rosenfield Andrew C/O GORES GUGGENHEIM, INC. 6260 LOOKOUT ROAD BOULDER CO 80301 1 0 1 0 Class F Common Stock, par value $0.0001 per share 2022-06-23 4 D 0 770417 0.00 D Class A Common Stock, par value $0.0001 per share 770417 8892083 I See footnotes Class F Common Stock, par value $0.0001 per share 2022-06-23 4 S 0 78426 D Class A Common Stock, par value $0.0001 per share 78426 8813656 I See footnotes Class F Common Stock, par value $0.0001 per share 2022-06-23 4 D 0 8813656 0.00 D Class A Common Stock, par value $0.0001 per share 8813656 0 I See footnotes Warrants to Purchase Shares of Class A Common Stock 11.50 2022-06-23 4 D 0 4500000 0.00 D 2022-07-23 2027-06-23 Class A Common Stock, par value $0.0001 per share 4500000 0 I See footnotes Pursuant to the Amended and Restated Certificate of Incorporation of Gores Guggenheim, Inc. (the "Issuer"), shares of Class F common stock, par value $0.0001 per share (the "Class F Shares") have no expiration date and (i) are convertible into shares of Class A common stock, par value $0.0001 per share ("Class A Shares"), of the Issuer at any time at the option of the holder on a one-for-one basis and (ii) will automatically convert into Class A Shares 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). 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, Gores Guggenheim Sponsor LLC ("Sponsor") forfeited 1,540,835 Class F Shares immediately prior to the consummation of the Business Combination. Consists of the Reporting Persons' (as defined below) pecuniary interest in 770,417, or 50%, of the Class F Shares forfeited by Sponsor, of which GGP Sponsor Holdings LLC ("GGP") is a managing member. (Continued from Footnote 2) Sponsor also issued units with a pecuniary interest with respect to 100,000 Class F Shares to a third-party and reserved units with respect to 500,000 Class F Shares for future issuance, further reducing GGP's pecuniary interest to an indirect interest in 8,892,083 Class F Shares. Andrew M. Rosenfield is the sole manager of GGP (and together with GGP, the "Reporting Persons"). Because of the relationship among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests. Immediately following the forfeiture described in Note 2 above and prior to the consummation of the Business Combination, GGP transferred interests in Sponsor with respect to a pecuniary interest in 78,426 Class F Shares to AEG Holdings, LLC, an affiliate of the other managing member of Sponsor ("AEG"), in consideration for AEG's assumption of GGP's obligation to purchase ordinary shares of Polestar in connection with the Business Combination. Pursuant to the terms of the Business Combination, each remaining Class F Share following the transactions 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. Pursuant to the terms of the Business Combination, each of the Issuer's outstanding warrants to purchase Class A Shares was converted in the Business Combination into the right to receive American Depositary Securities with respect to certain securities issuable by Polestar. The Reporting Persons' pecuniary interest in 50% of the aggregate of 9,000,000 warrants held by Sponsor was unchanged by the transactions described in Note 3 above. GGP SPONSOR HOLDINGS, LLC, By: /s/ Andrew McBride, Attorney-in-Fact 2022-06-27 ANDREW M. ROSENFIELD, By: /s/ Andrew McBride, Attorney-in-Fact 2022-06-27