Introductory Note
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”).
Capitalized terms used but not otherwise defined herein have the meanings given to them in the Business Combination Agreement.
| Item 1.01. | Entry into a Material Definitive Agreement. |
Class C Warrant Amendment
In connection with the closing of the Business Combination (the “Closing”), GGI, ListCo and Computershare Trust Company, N.A. (the “Warrant Agent”) a federally chartered trust company and a wholly owned subsidiary of Computershare Inc., entered into an amendment to the Warrant Amendment Agreement, dated June 23, 2022 (the “Class C Warrant Amendment”). The Class C Warrant Amendment amended the Warrant Agreement, dated March 22, 2021, by and among GGI and the Warrant Agent (as amended by that certain amendment dated April 7, 2022, the “Existing Warrant Agreement”) to provide that, as of the effective time of the Merger (the “Effective Time”): (i) each public warrant of GGI issued as part of GGI’s IPO (“Public Warrant”) was automatically cancelled and extinguished and converted into the right to acquire one American depositary share of ListCo (“ListCo Class C-1 ADS”) duly and validly issued against the deposit with the depositary of an underlying class C-1 preferred share in the share capital of ListCo (“ListCo Class C-1 Share”) representing the right to acquire one class A ADS of ListCo (“ListCo Class A ADS”) duly and validly issued against the deposit with the depositary of an underlying class A ordinary share of ListCo (“ListCo Class A Share”) (or one ListCo Class A Share if at the time of exercise ListCo no longer uses its ADR facilities), at an exercise price of $11.50 per ListCo Class A ADS, subject to adjustment, terms and limitations as described in the articles of association of ListCo; (ii) each private placement warrant of GGI (“Private Placement Warrant”) was automatically cancelled and extinguished and converted into the right to receive one American depositary share of ListCo (“ListCo Class C-2 ADS”) duly and validly issued against the deposit with the depositary of an underlying class C-2 preferred share in the share capital of ListCo (“ListCo Class C-2 Share”) representing the right to acquire one ListCo Class A ADS duly and validly issued against the deposit with the depositary of an underlying ListCo Class A Share (or one ListCo Class A Share if at the time of exercise ListCo no longer uses its ADR facilities), at an exercise price of $11.50 per ListCo Class A ADS, subject to adjustment, terms and limitations described in the articles of association of ListCo and (iii) the Existing Warrant Agreement was terminated and of no further force or effect, in the case of clause (i), (ii) and (iii) above, subject to the terms and conditions therein.
The foregoing description of the Class C Warrant Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions of the Class C Warrant Amendment, a copy of which is attached hereto as Exhibit 4.1 and is incorporated herein by reference.
| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
At the Closing, as contemplated by the Business Combination Agreement, Merger Sub merged with and into GGI, with GGI surviving as a wholly owned subsidiary of ListCo, and all Class A Common Stock of GGI, par value $0.0001 per share, and all Class F Common Stock of GGI, par value $0.0001 per share, issued and outstanding immediately prior to the Effective Time of the Merger, was exchanged for ListCo Class A ADSs duly and validly issued against the deposit of an underlying ListCo Class A Share with ListCo’s ADR facility.
In addition, at the Closing, each Public Warrant was automatically cancelled and extinguished and converted into the right to acquire one ListCo Class C-1 ADS representing one ListCo Class C-1 Share representing the right to acquire one ListCo Class A ADS (or one ListCo Class A Share if at the time of exercise ListCo no longer uses ListCo’s ADR facility) at an exercise price of $11.50 per ListCo Class A ADS, subject to adjustment, terms and limitations as described in the articles of association of ListCo, (ii) each Private Placement Warrant was automatically cancelled and extinguished and converted into the right to receive on ListCo Class C-2 ADS representing one ListCo Class C-2 Share representing the right to acquire one ListCo Class A ADS (or one ListCo Class A Share if at the time of exercise ListCo no longer uses the ListCo’s ADR facility) at an exercise price $11.50 per ListCo Class A ADS, subject to adjustment, terms and limitations described in the articles of association of ListCo and (iii) the Existing Warrant Agreement was terminated and of no further fore or effect.
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