Item 1.01 Entry into a Material Definitive Agreement
Amendment to Business Combination Agreement
As previously disclosed, on September 27, 2021, Gores Guggenheim, Inc. (the
"Company") entered into a Business Combination Agreement (as amended by that
certain Amendment No. 1 to the Business Combination Agreement, dated
December 17, 2021, the "Business Combination Agreement"), by and among the
Company, 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.
On March 24, 2022, the parties to the Business Combination Agreement entered
into Amendment No. 2 to the Business Combination Agreement ("BCA Amendment
No. 2"). BCA Amendment No. 2 amends the Business Combination Agreement to:
(i) account for the amendment of the Sponsor Subscription Agreement (as defined
below) and the Volvo Cars Subscription Agreement (as defined below) and the
execution of the March PIPE Subscription Agreements (as defined below) related
thereto; (ii) account for the amendment of the Volvo Cars Preference
Subscription Agreement (as defined below); (iii) reflect the amendment to the
Sponsor and Supporting Sponsor Stockholders Lock-Up Agreement (as defined
below); (iv) reflect the amendment to the Registration Rights Agreement (as
defined below) and (v) make other administrative and conforming amendments to
the Business Combination Agreement.
The foregoing description of BCA Amendment No. 2 does not purport to be complete
and is qualified in its entirety by the terms and conditions of BCA Amendment
No. 2, a copy of which is attached hereto as Exhibit 2.1 and is incorporated
herein by reference.
March PIPE Subscription Agreements; Amendment of Sponsor Subscription Agreement
and Volvo Cars Subscription Agreement
As previously disclosed, on December 17, 2021, the Company and ListCo entered
into an amended and restated subscription agreement (the "Sponsor Subscription
Agreement") with Gores Guggenheim Sponsor LLC (the "Sponsor") pursuant to which
the Sponsor agreed to subscribe for approximately 2.15 million Class A ordinary
shares of ListCo in the form of American depository shares of ListCo (the
"ListCo Class A ADSs") for a purchase price of $9.09 per ListCo Class A ADS on
the date of closing (the "Closing") of the transactions contemplated by the
Business Combination Agreement and the other transaction documents contemplated
thereby (the "Business Combination"), for an aggregate investment amount of
approximately $19.5 million. Pursuant to the Sponsor Subscription Agreement, the
Sponsor had the right to assign its commitment to purchase the ListCo Class A
ADSs under the Sponsor Subscription Agreement in advance of the Closing.
On March 24, 2022, (i) Sponsor assigned a portion of its commitment to purchase
ListCo Class A ADSs, in an aggregate investment amount equaling approximately
$11.4 million (the "March Sponsor Assignment"), to certain investors and
(ii) the Company, ListCo and Sponsor amended the Sponsor Subscription Agreement
to reflect the March Sponsor Assignment. As a result, pursuant to the Sponsor
Subscription Agreement, as amended, Sponsor has agreed to subscribe for
approximately 891,000 ListCo Class A ADSs for a purchase price of $9.09 per
ListCo Class A ADS on the date of Closing, for an aggregate investment of
approximately $8.1 million. The Sponsor Subscription Agreement, as amended, is
substantially similar to the PIPE Subscription Agreements (as defined below),
except with regards to purchase price and that the Sponsor has the right to
assign its commitment to purchase the ListCo Class A ADSs under the Sponsor
Subscription Agreement in advance of the Closing.
As previously disclosed, on December 17, 2021, the Company and ListCo entered
into an amended and restated subscription agreement (the "Volvo Cars
Subscription Agreement") with Snita Holding B.V., a corporation organized under
the laws of Netherlands ("Snita"), pursuant to which Snita agreed to subscribe
for 2.70 million ListCo Class A ADSs for a purchase price of $10.00 per ListCo
Class A ADS on the date of Closing, for an aggregate investment of
$27.0 million. Pursuant to the Volvo Cars Subscription Agreement, Snita had the
right to assign its commitment to purchase the ListCo Class A ADSs under the
Volvo Cars Subscription Agreement in advance of the Closing.
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On March 24, 2022 (i) Snita assigned to certain investors a portion of its
commitment to purchase ListCo Class A ADSs, in an aggregate investment amount
equaling approximately $15.8 million (the "March Volvo Assignment," and together
with the March Sponsor Assignment, the "March PIPE Assignment") (the investors
who collectively were assigned commitments in the March PIPE Assignment, the
"March PIPE Investors") and (ii) the Company, ListCo and Snita amended the Volvo
Car Subscription Agreement to reflect the March Volvo Assignment. As a result,
pursuant to the Volvo Cars Subscription Agreement, as amended, Snita has agreed
to subscribe for approximately 1.1 million ListCo Class A ADSs for a purchase
price of $10.00 per ListCo Class A ADS on the date of Closing for an aggregate
investment of approximately $11.2 million. The Volvo Cars Subscription
Agreement, as amended, is substantially similar to the PIPE Subscription
Agreements, except with regards to purchase price and that Snita may, in
accordance with the terms of the Volvo Cars Subscription Agreement, assign its
commitment to purchase the ListCo Class A ADSs under the Volvo Cars Subscription
Agreement in advance of the Closing.
As previously disclosed, on September 27, 2021 and December 17, 2021, the
Company and ListCo entered into subscription agreements (as amended and restated
on December 17, 2021, as applicable, collectively, "PIPE Subscription
Agreements") with certain investors (the "PIPE Investors"), pursuant to which
the PIPE Investors have agreed to purchase, substantially concurrently on the
date of the Closing, an aggregate of approximately 21.7 million ListCo Class A
ADSs for an average price of approximately $9.38 per ListCo Class A ADS,
reflecting an aggregate investment amount of approximately $203.5 million. In
connection with the March PIPE Assignment, on March 24, 2022, the Company and
ListCo entered into subscription agreements (including, as applicable, amended
and restated PIPE Subscription Agreements, the "March PIPE Subscription
Agreements") with the March PIPE Investors, which include certain affiliates and
employees of Sponsor. Pursuant to the March PIPE Subscription Agreements, the
March PIPE Investors have agreed to subscribe for approximately 2.8 million
ListCo Class A ADSs (the "March PIPE Shares") for an average price of
approximately $9.57 per ListCo Class A ADS, reflecting an aggregate investment
amount of approximately $27.2 million. The March PIPE Subscription Agreements
are substantially similar to the PIPE Subscription Agreements.
The issuance of the March PIPE Shares pursuant to the March PIPE Subscription
Agreements is contingent upon, among other customary closing conditions, the
substantially concurrent consummation of the Business Combination. Pursuant to
the March PIPE Subscription Agreements, ListCo agreed to file with the U.S.
Securities and Exchange Commission (the "SEC") (at ListCo's sole cost and
expense), within 30 calendar days after the date of Closing, a registration
statement registering the resale of the March PIPE Shares, and to use its
commercially reasonable efforts to have the registration statement declared
effective as soon as practicable after the filing thereof.
The foregoing description of the March PIPE Subscription Agreements does not
purport to be complete and is qualified in its entirety by the terms and
conditions of the PIPE Subscription Agreements, a form of which is attached
hereto as Exhibit 10.1 and is incorporated herein by reference.
Amendment to the Volvo Cars Preference Subscription Agreement
As previously disclosed, on September 27, 2021, ListCo entered into a
subscription agreement (the "Volvo Cars Preference Subscription Agreement") with
Snita. Pursuant to the Volvo Cars Preference Subscription Agreement, Snita has
agreed to purchase, upon and subject to the Closing, mandatory convertible
preference shares of ListCo for an average subscription price of $10.00 per
share, for an aggregate investment amount equal to approximately $498 million
(the "Volvo Cars Preference Investment Amount"). On March 24, 2022, ListCo and
Snita entered into an amendment to the Volvo Cars Preference Subscription
Agreement to increase the aggregate Volvo Cars Preference Investment Amount to
$588,826,100.
Amendment to the Registration Rights Agreement
As previously disclosed, on September 27, 2021, ListCo, Parent, the Parent
Shareholders (as defined in the Business Combination Agreement), Sponsor and the
independent directors of the Company entered into a Registration Rights
Agreement (as amended by that certain Amendment No. 1 to the Registration Rights
Agreement, dated December 17, 2021, the "Registration Rights Agreement").
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On March 24, 2022, the parties to the Registration Rights Agreement entered into
Amendment No. 2 to the Registration Rights Agreement (the "Registration Rights
Agreement Amendment"), to provide for certain administrative changes to reflect
BCA Amendment No. 2 and the March PIPE Subscription Agreements.
The foregoing description of the Registration Rights Agreement Amendment does
not purport to be complete and is qualified in its entirety by the terms and
conditions of the Registration Rights Agreement Amendment, a copy of which is
attached hereto as Exhibit 10.2 and is incorporated herein by reference.
Amendment to the Sponsor and Supporting Stockholders Lock-Up Agreement
As previously disclosed, on September 27, 2021, Sponsor, the Company, Parent,
ListCo and certain of the Company's directors, executive officers and affiliates
entered into the Sponsor and Supporting Sponsor Stockholders Lock-Up Agreement
(as amended by that certain Amendment No. 1 to the Sponsor and Supporting
Sponsor Stockholders Lock-Up Agreement, dated December 17, 2021, the "Sponsor
and Supporting Sponsor Stockholders Lock-Up Agreement").
On March 24, 2022, the parties to the Sponsor and Supporting Sponsor
Stockholders Lock-Up Agreement entered into Amendment No. 2 to the Sponsor and
Supporting Sponsor Stockholders Lock-Up Agreement ("Lock-Up Agreement Amendment
No. 2"). Lock-Up Agreement Amendment No. 2 provides for amendments to the
Sponsor and Supporting Sponsor Stockholders Lock-Up Agreement to increase the
amount of Company Class F Common Stock ("Company Class F Common Stock") that
will be cancelled by the Company in connection with the Closing from 1,533,873
shares of Company Class F Common Stock to 1,540,835 shares of Company Class F
Common Stock.
The foregoing description of Lock-Up Agreement Amendment No. 2 does not purport
to be complete and is qualified in its entirety by the terms and conditions of
Lock-Up Agreement Amendment No. 2, a copy of which is attached hereto as Exhibit
10.3 and is incorporated herein by reference.
Forward-Looking Statements
Certain statements in this Current Report may be considered "forward-looking
statements" as defined in the Private Securities Litigation Reform Act of 1995.
Forward-looking statements generally relate to future events or the future
financial or operating performance of the Company and Polestar Performance AB
and its affiliates ("Polestar"). For example, projections of future revenue,
volumes and other metrics are forward-looking statements. In some cases, you can
identify forward-looking statements by terminology such as "may", "should",
"expect", "intend", "will", "estimate", "anticipate", "believe", "predict",
"potential", "forecast", "plan", "seek", "future", "propose" or "continue", or
the negatives of these terms or variations of them or similar terminology. Such
forward-looking statements are subject to risks, uncertainties, and other
factors which could cause actual results to differ materially from those
expressed or implied by such forward looking statements.
These forward-looking statements are based upon estimates and assumptions that,
while considered reasonable by the Company and its management, and Polestar and
its management, as the case may be, are inherently uncertain. Factors that may
cause actual results to differ materially from current expectations include, but
are not limited to: (a) the occurrence of any event, change or other
circumstances that could give rise to the termination of definitive agreements
with respect to proposed Business Combination; (b) the outcome of any legal
proceedings that may be instituted against the Company, the combined company or
others following the announcement of the Business Combination and any definitive
agreements with respect thereto; (c) the inability to complete the Business
Combination due to the failure to obtain approval of the stockholders of the
Company, to obtain financing to complete the Business Combination or to satisfy
other conditions to Closing; (d) changes to the proposed structure of the
Business Combination that may be required or appropriate as a result of
applicable laws or regulations or as a condition to obtaining regulatory
approval of the Business Combination; (e) the ability to meet stock exchange
listing standards following the consummation of the Business Combination;
(f) the risk that the
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Business Combination disrupts current plans and operations of Polestar as a
result of the announcement and consummation of the Business Combination; (g) the
ability to recognize the anticipated benefits of the Business Combination, which
may be affected by, among other things, competition, the ability of the combined
company to grow and manage growth profitably, maintain relationships with
customers and suppliers and retain its management and key employees; (h) costs
related to the Business Combination; (i) risks associated with changes in
applicable laws or regulations and Polestar's international operations; (j) the
. . .
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Exhibit
2.1 BCA Amendment No. 2, dated March 24, 2022.
10.1 Form Subscription Agreement (previously filed as Exhibit 10.1 to the
Company's Current Report on Form 8-K, filed with the Securities and
Exchange Commission on September 27, 2021).
10.2 Registration Rights Agreement Amendment, dated March 24, 2022
(included as Annex II to Exhibit 2.1)
10.3 Lock-Up Agreement Amendment No. 2, dated March 24, 2022 (included as
Annex I to Exhibit 2.1)
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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