4//SEC Filing
Gores Guggenheim Sponsor LLC 4
Accession 0000899243-22-024191
CIK 0001847127other
Filed
Jun 26, 8:00 PM ET
Accepted
Jun 27, 4:30 PM ET
Size
12.0 KB
Accession
0000899243-22-024191
Insider Transaction Report
Form 4
Gores Guggenheim Sponsor LLC
Director10% Owner
Transactions
- Disposition to Issuer
Class F Common Stock, par value $0.0001 per share
2022-06-23−1,540,835→ 18,384,165 total→ Class A Common Stock, par value $0.0001 per share (1,540,835 underlying) - Disposition to Issuer
Warrants to Purchase Shares of Class A Common Stock
2022-06-23−9,000,000→ 0 totalExercise: $11.50From: 2022-07-23Exp: 2027-06-23→ Class A Common Stock, par value $0.0001 per share (9,000,000 underlying) - Disposition to Issuer
Class F Common Stock, par value $0.0001 per share
2022-06-23−18,384,165→ 0 total→ Class A Common Stock, par value $0.0001 per share (18,384,165 underlying)
Footnotes (4)
- [F1]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).
- [F2]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.
- [F3]Pursuant to the terms of the Business Combination, each remaining Class F Share following the forfeiture described in Note 2 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.
- [F4]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.
Documents
Issuer
Gores Guggenheim, Inc.
CIK 0001847127
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001847134
Filing Metadata
- Form type
- 4
- Filed
- Jun 26, 8:00 PM ET
- Accepted
- Jun 27, 4:30 PM ET
- Size
- 12.0 KB